As filed with the Securities and Exchange Commission on March 5, 2010

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

Quad/Graphics, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin
(State or other jurisdiction of incorporation
or organization)

2750
(Primary Standard Industrial
Classification Code Number)

39-1152983
(I.R.S. Employer
Identification No.)

N63 W23075 Highway 74

Sussex, Wisconsin 53089-2827
(414) 566-6000

(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

J. Joel Quadracci
Chairman, President and Chief Executive Officer
Quad/Graphics, Inc.

N63 W23075 Highway 74

Sussex, Wisconsin 53089-2827
(414) 566-2200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jay O. Rothman

Russell E. Ryba

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202-5306

(414) 271-2400

Joseph B. Frumkin

Melissa Sawyer

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004-2498

(212) 558-4000

and

Andrew R. Schiesl

Vice President and General Counsel

Quad/Graphics, Inc.

N63 W23075 Highway 74

Sussex, Wisconsin 53089-2827

(414) 566-2017

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and upon completion of the transaction described in this registration statement.

If the securities being registered on this Form are offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer o	Accelerated filer o
	Non-accelerated filer x (Do not check if a smaller reporting company)	Smaller reporting company o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee(3)
Class A Common Stock, par value $0.025 per share	21,300,000 shares	N/A	$	1,135,526,825	$	80,964

(1) The registrant has determined that this represents the maximum number of shares of Quad/Graphics, Inc. class A common stock, par value $0.025 per share, estimated to be issuable upon consummation of the transaction described in this registration statement, based upon the share exchange ratio described herein (assuming, for these purposes only, to be the ratio that results in the largest number of shares of Quad/Graphics class A common stock being issued in the transaction).

(2) Estimated solely for purposes of calculating the registration fee and computed pursuant to Rules 457(c), (f) and (o) promulgated under the Securities Act, based on $11.32, the average of the high and the low prices, trading in United States dollars, of common shares of World Color Press Inc. as reported on the Toronto Stock Exchange on March 3, 2010, and multiplied by the maximum number of common shares of World Color Press Inc. that may be converted into the right to receive shares of class A common stock of Quad/Graphics, Inc. in the transaction (estimated to be 108,556,551, as set forth in greater detail herein), less $93,333,333 (which represents the amount of cash that will be paid to the holders of various securities of World Color Press Inc. in the transaction). Quad/Graphics, Inc. is a private company and no market exists for its equity securities.

(3) Calculated in accordance with Section 6(b) of the Securities Act and Rule 457(f)(1) promulgated thereunder.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this proxy circular/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy circular/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY CIRCULAR/PROSPECTUS

SUBJECT TO COMPLETION, DATED MARCH 5, 2010

PROSPECTUS



	PROXY CIRCULAR

, 2010

Dear World Color Press Inc. Shareholders:

On behalf of the board of directors and the management team of World Color Press Inc. (sometimes referred to as World Color Press), we are pleased to enclose the proxy circular/prospectus relating to the arrangement of World Color Press pursuant to which Quad/Graphics, Inc. (sometimes referred to as Quad/Graphics) will acquire World Color Press. Upon completion of the arrangement, World Color Press will be a wholly-owned subsidiary of Quad/Graphics. We believe this transaction will create a strong combined company that will deliver important benefits to our shareholders and to our customers.

In connection with the transaction, World Color Press shareholders are cordially invited to attend a special meeting of the shareholders of World Color Press to be held on , 2010 at a.m., local time, at .

At the special meeting of the shareholders of World Color Press, holders of World Color Press common shares and class A convertible preferred shares, voting together as a single class, will be asked to approve a special resolution pursuant to which, among other things, the arrangement, the plan of arrangement and the arrangement agreement with Quad/Graphics are approved.

The World Color Press board of directors has reviewed and considered the terms of the arrangement and the arrangement agreement and has unanimously determined that the arrangement agreement and the transactions contemplated by the arrangement agreement, including the arrangement, are fair to the holders of World Color Press common shares and in the best interests of World Color Press and unanimously recommends that World Color Press shareholders vote FOR the arrangement resolution and thereby approve the arrangement.

If the arrangement is completed, each outstanding World Color Press common share will be converted after a multi-step transaction into the right to receive the number of shares of class A common stock, par value $0.025 per share, of Quad/Graphics equal to a Share Exchange Ratio, as determined at closing. Upon completion of the transaction, Quad/Graphics’ shareholders immediately prior to the closing of the arrangement will own approximately 60% of Quad/Graphics’ outstanding stock and former World Color Press shareholders will own approximately 40% of Quad/Graphics’ outstanding stock. Quad/Graphics class A common stock is not currently listed on a national securities exchange. In connection with the consummation of the transaction, Quad/Graphics class A common stock is expected to be listed on a national securities exchange in the United States. The shares of Quad/Graphics class A common stock have one vote per share. The shares of Quad/Graphics class B common stock and class C common stock have 10 votes per share.

Each outstanding World Color Press common share will also be entitled to a cash payment equal to (i) the amount, if any, by which $93,333,333 exceeds the aggregate amount of cash paid or obligated to be paid to holders of World Color Press class A convertible preferred shares in connection with the redemption of all such shares, to holders of World Color Press warrants in connection with the cancellation of all of such warrants and to holders of World Color Press deferred share units and restricted share units and the aggregate amount of dividends, if any, that World Color Press pays or becomes obligated to pay on or after January 24, 2010 and prior to the completion of the arrangement, divided by (ii) the total number of World Color Press common shares outstanding immediately prior to the completion of the arrangement.

We urge you to read the accompanying proxy circular/prospectus, which includes important information about the arrangement and the special meeting of World Color Press shareholders. In particular, see “Risk Factors” beginning on page 30 of the accompanying proxy circular/prospectus which contains a description of the risks that you should consider in evaluating the transaction.

It is expected that the conversion of the World Color Press common shares into Quad/Graphics class A common stock will be a fully taxable transaction for both United States federal income tax purposes and Canadian Federal income tax purposes. For a discussion of the income tax consequences of the arrangement, see “Material United States Federal Income Tax Considerations” beginning on page 121 and “Material Canadian Federal Income Tax Considerations” beginning on page 126 of the accompanying proxy circular/prospectus.

Your vote is very important. Whether or not you expect to attend the special meeting of World Color Press, the details of which are described in the accompanying proxy circular/prospectus, please vote immediately by submitting your proxy by telephone or the Internet or by completing, signing, dating and returning your signed proxy card(s) in the enclosed prepaid return envelope.

If World Color Press shareholders have any questions or require assistance in voting their shares, they should call , World Color Press’ proxy solicitor for the special meeting, toll free at .

		Sincerely,

		.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transaction described in the proxy circular/prospectus or the securities to be issued pursuant to the transaction described in the proxy circular/prospectus or determined if the proxy circular/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying proxy circular/prospectus is dated , 2010 and is

first being mailed to shareholders on or about , 2010.

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World Color Press Inc.

999 de Maisonneuve Boulevard West

Suite 1100

Montreal, Québec

Canada H3A 3L4

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD , 2010

To the shareholders of World Color Press:

A special meeting of the holders of common shares and class A convertible preferred shares of World Color Press will be held at , at a.m., local time, on , 2010, for the following purposes:

1. To consider, pursuant to an interim order of the Superior Court of Québec, District of Montréal, dated , 2010, as the same may be amended (sometimes referred to as the Interim Order) and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is attached to the accompanying proxy circular/prospectus in Annex A (sometimes referred to as the arrangement resolution), to approve an arrangement under Section 192 of the Canada Business Corporations Act involving, among other things, the acquisition by Quad/Graphics of all of the issued and outstanding common shares of World Color Press and the redemption of all of the issued and outstanding class A convertible preferred shares of World Color Press; and

2. To transact such other business as may properly come before the special meeting or any adjournment(s) or postponement(s) of the special meeting.

The arrangement is described in the accompanying proxy circular/prospectus, which serves as (i) World Color Press’ management proxy circular in connection with management’s solicitation of proxies, and (ii) a prospectus of Quad/Graphics relating to its issuance of class A common stock in connection with the arrangement.

The board of directors of World Color Press unanimously recommends that you vote FOR the resolution to approve the arrangement. Shareholders of record as of 5:00 p.m. (Eastern Time) on , 2010, the record date for the special meeting, will be entitled to vote at the meeting and at any adjournment or postponement thereof.

All registered shareholders, whether or not they expect to be present at the meeting, are requested to sign, date, and mail the accompanying proxy in the envelope provided for this purpose or by following the procedures for either telephone or Internet voting provided in the accompanying proxy circular/prospectus. Proxies must be received by our transfer agent, Computershare Investor Services Inc. (Attention: Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, or by fax to World Color Press Inc., c/o Computershare Investor Services Inc. at (416) 263-9524 or 1-866-249-7775), before 5:00 p.m. (Eastern Time), on , 2010 (or the date that is two days, excluding Saturdays, Sundays and holidays, prior to the date set for any adjournment or postponement of the original meeting) .

If you are a non-registered, beneficial shareholder, you must follow the instructions provided by your broker, investment dealer, bank, trust company or other intermediary to ensure that your vote is counted at the special meeting.

In accordance with the Interim Order, registered holders of common shares of World Color Press have a right to dissent from the arrangement and to be paid an amount equal to the fair value of their shares. This right is described in the accompanying proxy circular/prospectus. Failure to comply strictly with the dissent procedures may result in the loss or unavailability of the right to dissent . See “The Special Meeting of World Color Press Shareholders — Dissent Rights” in the accompanying proxy circular/prospectus.

If you have any questions or require more information regarding the procedures for voting or completing your proxy or transmittal documentation, please contact , our proxy solicitation agent, toll-free at .

		By Order of the Board of Directors

		[NAME]
		[title]

Montreal, Québec, Canada
, 2010

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In this proxy circular/prospectus, references to “$” refer to United States dollars, unless otherwise noted.

REFERENCES TO ADDITIONAL INFORMATION

Quad/Graphics has filed a registration statement on Form S-4 to register with the United States Securities and Exchange Commission (sometimes referred to as the SEC) the Quad/Graphics class A common stock, par value $0.025 per share (sometimes referred to as class A stock), to be issued to World Color Press shareholders upon completion of the arrangement. This proxy circular/prospectus is a part of that registration statement and constitutes a prospectus of Quad/Graphics in addition to being a proxy circular of World Color Press for World Color Press’ special meeting. As allowed by SEC rules, this proxy circular/prospectus does not contain all the information you can find in the registration statement or the exhibits to the registration statement.

This proxy circular/prospectus incorporates important business and financial information about Quad/Graphics and World Color Press from other documents that are not included in or delivered with this proxy circular/prospectus. This information is available to you without charge upon your written or oral request. You can obtain copies of the documents incorporated by reference into this proxy circular/prospectus through the SEC website at www.sec.gov, through the website for the System for Electronic Document, Analysis and Retrieval (sometimes referred to as SEDAR) of the Canadian Securities Administrators at www.sedar.com for World Color Press’ documents, or by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Quad/Graphics, Inc.

Attention: Andrew R. Schiesl

N63 W23075 Highway 74

Sussex, Wisconsin 53089-2827

(414) 566-2017

World Color Press Inc.

Attention:

999 de Maisonneuve Blvd. West, Suite 1100

Montreal, Quebec

Canada H3A 3L4

(514) 954-0101

If you would like to request documents, please do so by , 2010, in order to receive them before the World Color Press special meeting.

See “Where You Can Find More Information” beginning on page 245 of this proxy circular/prospectus.

SUBMITTING PROXIES BY MAIL, TELEPHONE OR INTERNET

World Color Press shareholders of record may submit their proxies:

· by telephone, by calling the toll-free number in the United States or Canada on a touch-tone phone and following the recorded instructions;

· by accessing the Internet website at www. and following the instructions on the website; or

· by mail, by indicating their voting preference on the proposals on each proxy card received, signing and dating each proxy card and returning each proxy card in the prepaid envelope that accompanied that proxy card.

Shareholders of World Color Press whose shares are held in “street name” must provide their brokers with instructions on how to vote their shares; otherwise, their brokers will not vote their shares on any resolution before the special meeting. Shareholders should check the voting form provided by their brokers for instructions on how to vote their shares.

This proxy circular/prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making the offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.

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TABLE OF CONTENTS

	Page

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION	1
SUMMARY	7
SELECTED HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL INFORMATION	21
Quad/Graphics Selected Historical Financial Information	22
World Color Press Selected Historical Financial Information	23
Selected Unaudited Pro Forma Condensed Combined Financial Information	25
Historical and Unaudited Pro Forma Combined Per Share Information	27
Comparative Value of Securities	29
RISK FACTORS	30
Risks Relating to the Arrangement	30
Risks Relating to the Business of the Combined Company	37
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	46
QUAD/GRAPHICS BUSINESS	48
Overview	48
World Color Press Acquisition	48
Industry	49
Competitive Advantages	50
Strategy	53
Segment Description	54
Competition	55
Customers	56
Patents, Trademarks and Trade Names	56
Raw Materials	56
Environmental Stewardship	56
Employees	57
Business Acquisitions	57
Legal Proceedings	57
Properties	57
WORLD COLOR PRESS BUSINESS	59
Business Segments and Print Services	59
Manufacturing and Technology	60
Sales and Marketing	60
THE SPECIAL MEETING OF WORLD COLOR PRESS SHAREHOLDERS	61
Date, Time and Place of World Color Press Special Meeting	61
Matters to be Considered	61
Recommendation of the World Color Press Board of Directors	61
Record Date and Entitlement to Vote	61
Registered Holders of World Color Press Shares	62
Non-Registered Shareholders	62
Quorum	62
Required Vote	62
Voting Shares and Principal Holders of Voting Shares	63
Proxies	64
Voting of Proxies	64
Revocation of Proxies	64
Solicitation of Proxies	65
Dissent Rights	66
THE ARRANGEMENT	69
World Color Press Arrangement Proposal	69
Background of the Arrangement	69
World Color Press’ Reasons for the Arrangement; Recommendation of the Board of Directors	72
Opinion of World Color Press’ Financial Advisor	75

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Quad/Graphics’ Reasons for the Arrangement	86
Estimated Potential Synergies Attributable to the Arrangement	87
Projected Financial Information	88
Interests of World Color Press’ Directors and Executive Officers in the Arrangement	90
Accounting Treatment	92
Court Approval of the Arrangement and Completion of the Arrangement	92
Regulatory Approvals	93
Dissent Rights	94
Canadian Securities Law Considerations	94
Stock Exchange Listing; Delisting and Deregistration of World Color Press’ Common Shares	95
Business Relationships between Quad/Graphics and World Color Press	95
THE ARRANGEMENT AGREEMENT	96
General	96
Closing Matters	96
Consideration to be Received Pursuant to Arrangement	97
Amended and Restated Quad/Graphics’ Articles of Incorporation and Bylaws	102
Exchange of Certificates Pursuant to Arrangement	102
Lost Certificates	103
Cancellation of Rights after Three Years	103
Delivery Requirements	103
Delivery of the Quad/Graphics Class A Stock	104
World Color Press Preferred Share Redemption and Warrant Cancellation	104
Covenants	104
Representations and Warranties	111
Conditions	113
Termination of Arrangement Agreement	115
Amendments, Extensions and Waivers	119
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	120
U.S. Federal Income Tax Consequences of the Arrangement	121
U.S. Federal Income Tax Considerations Relevant to Ownership of Quad/Graphics Class A Stock by Non-U.S. Holders	122
MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	125
Taxation of Canadian Resident Shareholders	126
Taxation of Non-Canadian Shareholders	131
Eligibility for Investment	135
VOTING AND SUPPORT AGREEMENT	136
DIRECTORS AND EXECUTIVE OFFICERS OF QUAD/GRAPHICS AFTER THE ARRANGEMENT	137
Board of Directors of Quad/Graphics	137
Committees of the Board of Directors of Quad/Graphics	139
Corporate Governance	141
Compensation of Directors	142
Executive Officers of Quad/Graphics	143
Compensation of Executive Officers	145
Certain Relationships and Related Party Transactions	175
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	177
QUAD/GRAPHICS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	193
Business Overview	193
Results of Operations for the Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008	194
Results of Operations for the Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007	200
Liquidity and Capital Resources	205
Critical Accounting Policies and Estimates	209
New Accounting Pronouncements	211

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QUAD/GRAPHICS QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	213
Interest Rate Risk	213
Foreign Currency Risk and Translation Exposure	213
Credit Risk	213
Commodity Risk	213
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF QUAD/GRAPHICS	215
Quad/Graphics Voting Trust	219
DESCRIPTION OF QUAD/GRAPHICS CAPITAL STOCK	220
Authorized Capital Stock	220
Comparison of Quad/Graphics’ Class A Stock, Class B Stock and Class C Stock	220
Preferred Stock	224
Provisions of Wisconsin Law and Quad/Graphics’ Amended and Restated Articles of Incorporation and Amended Bylaws with Possible Anti-Takeover Effects	225
Preemptive Rights	227
Transfer Agent and Registrar	227
Listing	227
COMPARISON OF THE RIGHTS OF QUAD/GRAPHICS AND WORLD COLOR PRESS COMMON SHAREHOLDERS	228
EXPERTS	244
Quad/Graphics	244
World Color Press	244
LEGAL MATTERS	244
WHERE YOU CAN FIND MORE INFORMATION	245
FINANCIAL STATEMENTS OF QUAD/GRAPHICS	FS-1

ANNEX A — Arrangement Agreement, Arrangement Resolution and Plan of Arrangement	A-1
ANNEX B — Opinion of Morgan Stanley & Co. Incorporated	B-1
ANNEX C — Form of Amended and Restated Articles of Incorporation of Quad/Graphics	C-1
ANNEX D — Form of Amended Bylaws of Quad/Graphics	D-1
ANNEX E — Charters of the Audit, Finance and Compensation Committees of the Board of Directors of Quad/Graphics, Quad/Graphics Corporate Governance Guidelines and Quad/Graphics Code of Business Conduct and Ethics	E-1
ANNEX F — Section 190 of the Canada Business Corporation Act	F-1
ANNEX G — Interim Order	G-1

iii

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

Q1: Why am I receiving this document?

A: World Color Press and Quad/Graphics have agreed to a statutory arrangement under Canadian law pursuant to which World Color Press will become a wholly-owned subsidiary of Quad/Graphics (sometimes referred to as the arrangement or the transaction) and will no longer be a publicly held corporation. In connection with the arrangement, Quad/Graphics will become a publicly held corporation and is expected to have its class A stock listed on a national securities exchange in the United States. In order to complete the arrangement, World Color Press shareholders must vote to approve the arrangement resolution. The arrangement agreement, dated as of January 25, 2010, between Quad/Graphics and World Color Press (sometimes referred to as the arrangement agreement), the arrangement resolution and the plan of arrangement are attached to this proxy circular/prospectus as Annex A .

In order to complete the arrangement, Quad/Graphics shareholders must also approve the transactions contemplated by the arrangement agreement, including approval of the amended and restated articles of incorporation of Quad/Graphics (sometimes referred to as the Quad/Graphics Charter). Holders of Quad/Graphics common stock having more than 50% of the voting power have entered into a voting agreement in support of the transactions contemplated by the arrangement agreement. See “Voting and Support Agreement” beginning on page 136.

We are delivering this document to you as both a proxy circular of World Color Press and a prospectus of Quad/Graphics. It is a proxy circular because it is being used by the World Color Press board of directors to solicit proxies from its shareholders to vote in favor of the arrangement resolution at the World Color Press special meeting. It is a prospectus because Quad/Graphics will issue shares of its class A stock in exchange for World Color Press common shares if the arrangement is completed.

Q2: What do I need to do now?

A: After you carefully read this proxy circular/prospectus, please respond by submitting your proxy by telephone or the Internet or by completing, signing, dating and returning your signed proxy card(s) in the enclosed prepaid return envelope(s), as soon as possible, so that your shares may be represented at the World Color Press special meeting. In order to assure that your vote is recorded, please vote your proxy as instructed on your proxy card(s) even if you currently plan to attend the World Color Press special meeting in person.

Q3: What will I receive in the arrangement?

A: Each outstanding World Color Press common share will be converted after a multi-step transaction into the right to receive the number of shares of class A stock of Quad/Graphics equal to the Share Exchange Ratio (as defined below). Upon completion of the arrangement, Quad/Graphics’ shareholders immediately prior to the closing of the arrangement will own approximately 60% of Quad/Graphics’ outstanding stock and former World Color Press shareholders will own approximately 40% of the Quad/Graphics’ outstanding stock. The shares of Quad/Graphics class A stock have one vote per share. The shares of Quad/Graphics class B common stock (sometimes referred to as class B stock) and class C common stock (sometimes referred to as class C stock) have 10 votes per share.

“Share Exchange Ratio” means a fraction (rounded to the nearest fourth decimal):

· the numerator of which is equal to the Arrangement Amount (as defined below), and

· the denominator of which is equal to the total number of World Color Press common shares outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by World Color Press).

If the aggregate Equity Payment Amounts (as defined below) are equal to or less than $135.0 million, “Arrangement Amount” means the difference between:

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· the total number of shares of Quad/Graphics class A stock, class B stock and class C stock outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by Quad/Graphics) divided by 60%, less

If the aggregate Equity Payment Amounts exceed $135.0 million, the Arrangement Amount is adjusted in such a manner that the Share Exchange Ratio is proportionately reduced by the dollar amount that the Equity Payment Amounts exceed $135.0 million. In this circumstance, “Arrangement Amount” means an amount equal to the product of:

· the number of World Color Press common shares equal to:

· the total number of World Color Press common shares outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by World Color Press), less

· a number of World Color Press common shares equal to the excess of the Equity Payment Amounts over $135.0 million divided by the “effective price” of the World Color Press common shares determined under the World Color Press indenture, dated as of July 21, 2009, between World Color Press and Computershare Trust Company of Canada creating the World Color Press warrants (sometimes referred to as the World Color Press warrant indenture),

multiplied by

· a fraction

· the numerator of which is equal to the difference between (1) the total number of shares of Quad/Graphics class A stock, class B stock and class C stock outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by Quad/Graphics) divided by 60%, less (2) the total number of shares of Quad/Graphics class A stock, class B stock and class C stock outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by Quad/Graphics), and

“Equity Payment Amounts” means:

· the aggregate amount of cash paid or obligated to be paid to holders of World Color Press class A convertible preferred shares (sometimes referred to as World Color Press preferred shares) in connection with the redemption of all such shares, to holders of World Color Press warrants in connection with the cancellation of all of such warrants and to holders of World Color Press deferred share units and restricted share units, and

· the aggregate amount of dividends, if any, that World Color Press pays or becomes obligated to pay on or after January 24, 2010 and prior to the completion of the arrangement.

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Based on the foregoing, holders of World Color Press common shares will receive 40% of the outstanding stock of Quad/Graphics if the Equity Payment Amounts are $135.0 million or less. In the event that the aggregate Equity Payment Amounts exceed $135.0 million, the collective ownership percentage of the holders of World Color Press common shares will be reduced by the amount in which the aggregate Equity Payment Amounts exceed $135.0 million.

Each outstanding World Color Press common share will also be entitled to a cash payment equal to:

· the amount, if any, by which $93,333,333 exceeds the Equity Payment Amounts, divided by

· the total number of World Color Press common shares outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by World Color Press).

This cash payment is sometimes referred to as the Common Cash Consideration.

For examples of the Share Exchange Ratio and the Common Cash Consideration that would be paid per World Color Press common share based on a range of shares outstanding immediately prior to the completion of the arrangement and certain other variables, see “The Arrangement Agreement — Consideration to be Received Pursuant to the Arrangement” beginning on page 97.

Quad/Graphics will not issue fractional shares pursuant to the arrangement. As a result, the total number of shares of Quad/Graphics class A stock that each holder of World Color Press common shares would otherwise receive pursuant to the arrangement will be rounded down to the nearest whole number, and each holder of World Color Press common shares will receive such whole number of shares of Quad/Graphics class A stock and a cash payment for the remaining fraction of a share of Quad/Graphics class A stock that such shareholder would otherwise receive, based on the average of the daily high and low sales price per World Color Press common share on the Toronto Stock Exchange on the last trading day before the closing date of the arrangement.

Q4: Why have Quad/Graphics and World Color Press agreed to the arrangement?

A: World Color Press and Quad/Graphics believe that the arrangement will provide substantial strategic and financial benefits to their shareholders and customers. See “Summary—World Color Press’ Reasons for the Arrangement” beginning on page 12 and “Summary—Quad/Graphics’ Reasons for the Arrangement” beginning on page 12.

Additional information on the reasons for the arrangement can be found beginning on page 72 for World Color Press and on page 86 for Quad/Graphics.

Q5: When do you expect the arrangement to be completed?

A: Subject to receipt of the approval of World Color Press shareholders at the World Color Press special meeting, receipt of the approval of the transactions contemplated by the arrangement agreement by the Quad/Graphics shareholders and the timely receipt of necessary regulatory approvals, and approval of the Québec Superior Court, we hope to complete the arrangement in the summer of 2010. However, we cannot predict when regulatory approvals will be obtained or whether regulatory, shareholder or court approvals will be received. In addition, other factors outside of our control could require us to complete the arrangement at a later time or not to complete it at all. For a discussion of the conditions to the completion of the arrangement, see “The Arrangement Agreement — Conditions” beginning on page 113.

Q6: How will my proxy be voted?

A: If you vote by telephone or by the Internet or by completing, signing, dating and returning your signed proxy card(s), your proxy will be voted in accordance with your instructions.

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If you are a registered shareholder of World Color Press common shares or World Color Press preferred shares and submit your proxy but do not indicate how you want to vote, your shares will be voted FOR the arrangement resolution. If other matters are properly brought before the World Color Press special meeting, or any adjourned meeting, your proxy provides for discretionary authority on the part of the individuals appointed to vote your shares to act on those matters according to their best judgment unless you direct that discretionary authority is not conferred on such individuals.

Q7: May I vote in person?

A: Yes. If you are a registered shareholder of World Color Press common shares or World Color Press preferred shares as of , 2010, you may attend the World Color Press special meeting and vote your shares in person, instead of submitting your proxy by telephone or by the Internet or returning your signed proxy card(s). However, we highly recommend that you vote in advance by submitting your proxy by telephone, via the Internet or by mail, even if you plan to attend the World Color Press special meeting. If your shares are held in “street name” by your broker or other intermediary, and you wish to attend the meeting in person, follow the instructions provided to you by or on behalf of your broker or intermediary.

Q8: What vote is required to approve the arrangement resolution at the World Color Press special meeting?

A: The arrangement resolution will be approved if a quorum in respect of the World Color Press common shares and the World Color Press preferred shares is present and at least two-thirds of the votes cast by the holders of World Color Press common shares and the holders of World Color Press preferred shares, voting together as a single class, are cast in favor of the arrangement resolution.

Each World Color Press common share has one vote and each World Color Press preferred share has vote[s] on the arrangement resolution.

Q9: If I am a registered holder of my shares, what happens if I don’t submit a proxy (whether by returning my proxy card(s) or submitting my proxy by telephone or via the Internet) or attend the World Color Press special meeting to vote in person?

A: If you do not return your proxy card(s) or submit your proxy by telephone or via the Internet or vote in person at World Color Press’ special meeting, your vote will not be counted.

Q10: What if I am a non-registered shareholder?

A: If some or all of your World Color Press common shares or preferred shares are not registered in your name, but rather are held in “street name” by your broker or other intermediary, you must provide your broker or other intermediary with instructions on how to vote your shares; otherwise, your broker or other intermediary will not be able to vote your shares on the arrangement resolution at the World Color Press special meeting.

As a result of the foregoing, please be sure to provide your broker or other intermediary with instructions on how to vote your shares. Please check the voting form used by your broker or other intermediary to see if it offers telephone or Internet submission of proxies. If you wish to attend the World Color Press special meeting in person, follow the instructions provided to you by or on behalf of your broker or intermediary. See “The Special Meeting of World Color Press Shareholders — Non-Registered Shareholders” beginning on page 62, for more information.

Q11: Who will count the votes?

A: Representatives of Computershare Investor Services Inc. will serve as inspector of elections, count all the proxies or ballots submitted and report the votes at the World Color Press special meeting. Computershare Investor Services Inc. will hold your vote in confidence. Whether you vote your shares by Internet, telephone or mail, your vote will be received directly by Computershare Investor Services Inc.

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Q12: Can I revoke my proxy and change my vote?

A: Yes. If you are a registered holder of World Color Press common shares or preferred shares, your proxy can be revoked in several ways:

· by entering a new vote by telephone or the Internet prior to 5:00 p.m. (Eastern Time) on , 2010;

· by executing, or having your attorney (who must be authorized in writing) execute, a written revocation of your proxy and delivering it to the World Color Press Corporate Secretary or the offices of Computershare Investor Services Inc. at the address referred to above, at any time up to and including 5:00 p.m. (Eastern Time) on the last business day preceding the date of the World Color Press special meeting, or any adjournment of the World Color Press special meeting, or to the chairman of the World Color Press special meeting at any time before the World Color Press special meeting or any adjournment of the World Color Press special meeting;

· by completing and submitting, or having your attorney (who must be authorized in writing) complete and submit, a later-dated proxy card no later than 5:00 p.m. (Eastern Time) on , 2010; or

· by attending the World Color Press special meeting and voting your shares in person. Your attendance at the World Color Press special meeting alone will not revoke your proxy. You must also vote at the World Color Press special meeting in order to revoke a previously submitted proxy.

You may also revoke your proxy in any other manner permitted by law.

However, if your shares are not registered in your name, but rather they are held in “street name” through a bank, broker, custodian or other record holder or intermediary, you must check with your bank, broker, custodian or other record holder or intermediary to determine how to revoke your proxy.

Q13: When and where is the special meeting?

A: The World Color Press special meeting will take place on , 2010, at a.m., local time, at .

Q14: What must I bring to attend the special meeting?

A: Admittance to the World Color Press special meeting will be limited to World Color Press common and preferred shareholders or their respective proxy holders, the officers, directors, auditors and advisors of World Color Press, representatives and advisors of Quad/Graphics, Ernst & Young Inc., in its capacity as court-appointed monitor for World Color Press’ bankruptcy proceedings the “Director” appointed under the Canada Business Corporations Act (sometimes referred to as the CBCA) and other persons who may receive the permission of the Chair of the World Color Press special meeting.

Q15: Should I send in my stock certificates now?

A: You are not required to send your share certificates to validly cast your vote in respect of the arrangement resolution. Accompanying this proxy circular/prospectus are letters of transmittal that contain instructions explaining the procedures for surrendering the World Color Press share certificates in exchange for the consideration payable in the arrangement. If you are a non-registered shareholder, you should carefully follow the instructions from the intermediary that holds World Color Press shares on your behalf in order to submit your World Color Press shares.

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Q16: Are there risks I, as a World Color Press shareholder, should consider in deciding to vote on the approval of the arrangement resolution?

A: Yes, in evaluating the arrangement resolution and the arrangement, you should carefully read this proxy circular/prospectus, including the factors discussed in the section titled “Risk Factors” beginning on page 30 of this proxy circular/prospectus.

Q17: Who can answer any questions I may have about the World Color Press special meeting or the arrangement?

A: World Color Press shareholders may call , World Color Press’ proxy solicitor for the special meeting, [toll free] at .

Q18: Why will I receive both a proxy circular for World Color Press’ annual general meeting and this proxy circular/prospectus for the World Color Press special meeting?

A: This proxy circular/prospectus is being used by World Color Press to solicit proxies from its shareholders to vote in favor of the arrangement resolution at the World Color Press special meeting. The proxy circular World Color Press shareholders will receive for the annual general meeting, scheduled for May 13, 2010, will be used by World Color Press to solicit proxies from its shareholders to vote on routine annual matters.

Q19: What are the income tax consequences of the arrangement?

A: It is expected that the conversion of the World Color Press common shares into Quad/Graphics class A stock will be a fully taxable transaction to holders of World Color Press common shares for both United States federal income tax purposes and Canadian federal income tax purposes. Additionally, there are other United States federal income tax and Canadian tax considerations that you should consider and discuss with your own tax advisor. Please see “Risk Factors—Risks Relating to the Arrangement” beginning on page 30 and the discussion under “Material United States Federal Income Tax Considerations” beginning on page 120 and under “Material Canadian Federal Income Tax Considerations” beginning on page 125 for more information.

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SUMMARY

This summary highlights selected information from this proxy circular/prospectus and may not contain all of the information that is important to you. To understand the arrangement fully and for a more complete description of the legal terms of the arrangement agreement, you should carefully read this entire proxy circular/prospectus and the documents to which we refer you. See “Where You Can Find More Information” beginning on page 245. A copy of the arrangement agreement, the arrangement resolution and the plan of arrangement are attached as Annex A to this proxy circular/prospectus and are incorporated by reference into this proxy circular/prospectus. We have included references to other portions of this proxy circular/prospectus to direct you to a more complete description of the topics presented in this summary, which you should review carefully in their entirety.

The Companies

Quad/Graphics, Inc.

N63 W23075 Highway 74

Sussex, Wisconsin 53089-2827

(414) 566-6000

Quad/Graphics is a leading global provider of print and related services that are designed to provide customers complete solutions for communicating their message to target audiences. Quad/Graphics’ print products primarily include catalogs, consumer magazines, special interest publications, direct marketing materials and retail inserts. Quad/Graphics’ print-related services include digital photography (with nine studios nationwide), digital imaging, binding, mailing and distribution, and data optimization and analytics services. Founded in Pewaukee, Wisconsin in 1971 by Harry V. Quadracci, Quad/Graphics has approximately 11,600 employees in the United States, South America and Europe, serving a diverse base of approximately 3,000 customers from 15 state-of-the-art printing plants (including a joint venture plant in Brazil) and 14 full-service imaging service centers (five of which are located within printing plants).

Quad/Graphics maintains relationships with leading magazine publishers, including Condé Nast, Hearst Magazines, Meredith Corporation, The National Geographic Society, Rodale, Inc. and Time Inc., and produces well-known consumer titles such as Allure , Architectural Digest , GQ , InStyle , The Journal of the National Geographic Society , Lucky , Men’s Fitness , People , Runner’s World , Self , Sports Illustrated , Time , Traditional Home , Veranda and Vogue . Quad/Graphics produces retail newspaper inserts for J.C. Penney Company, Inc., Kohl’s Corporation, Shopko Stores Operating Co., LLC, Target Corporation, and The Bon-Ton Stores, Inc.; and produces catalogs for industry leading marketers such as Cabela’s Incorporated, Coldwater Creek Inc., J.Crew Group, Inc., L.L. Bean, The Orvis Company, Redcats USA, and Williams-Sonoma. Inc.

Quad/Graphics seeks to benefit its clients in two main ways—minimize their cost of print production and maximize the revenue derived from their print spending. In order to minimize a customer’s cost of production, Quad/Graphics continually strives to increase its own productivity and reduce its customers’ mailing and distribution costs through its integrated data analysis, finishing technology and logistics operations. Quad/Graphics also works to help its customers increase their revenue by decreasing manufacturing cycle time, which allows customers additional time to sell more advertising in their published products, and by utilizing technology to increase consumer response rates, maximizing a customer’s return on print spending.

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being one of the most profitable commercial printing companies in the industry, as measured by EBITDA (net earnings attributable to common shareholders plus interest expense, income tax expense, depreciation and amortization) as a percentage of net sales. This profitability, in turn, allows Quad/Graphics to continue to invest in equipment, research and development and other technological innovations to benefit its customers.

The manufacturing platform and technological advantages that Quad/Graphics enjoys are further reinforced by the qualities of its workforce. Quad/Graphics believes that its distinct corporate culture encourages an organization-wide entrepreneurial spirit and an opportunistic mentality, where employees embrace responsibility, take ownership of projects and are encouraged to drive results. Quad/Graphics further believes that the ownership and voting control by the Quadracci family has enabled the company to maintain consistent strategic goals and disciplined strategy deployment, ensure continuity in its management team and enable its distinct corporate culture.

For additional information about Quad/Graphics, see “Quad/Graphics Business” beginning on page 48.

World Color Press Inc.

999 de Maisonneuve Blvd. West

Suite 1100

Montreal, Quebec

Canada H3A 3L4

(514) 954-0101

World Color Press is a commercial printer that provides high-value, complete market solutions, including pre-print, print and post-print services to leading retailers, branded goods companies, catalogers and publishers of magazines, books, directories and other printed media. With a presence in North American and Latin American countries (which, for the purpose of this proxy circular/prospectus, include Mexico), World Color Press is able to serve customers on a regional, national and international basis.

World Color Press operates in a dynamic, highly fragmented and competitive printing industry and has established market-leading positions in the segments that it serves through a combination of building long-term partnerships with the world’s leading print media customers, investing in key strategic technologies and expanding the scope of its product offerings and geographical presence through strategic acquisitions. The customers of World Color Press include many of the largest publishers, retailers and catalogers in the geographic areas in which it operates. With respect to retail inserts, World Color Press’ customers include CVS Caremark Corporation and Wal-Mart Stores Inc. World Color Press prints catalogues for customers such as Bass Pro Shops Canada, Inc. and Limited Brands Inc. (Victoria’s Secret). World Color Press’ book publishing customers include Harlequin Enterprises Limited, The McGraw-Hill Companies, Inc., Pearson Education Inc., Simon & Schuster, Inc., The Reader’s Digest Association Ltd. and Thomas Nelson, Inc. World Color Press prints magazines for publishers including Hachette Filipacchi Media U.S., Inc., Source Interlink Media, LLC, The Reader’s Digest Association Ltd. and Wenner Media LLC. World Color Press’ directories customers include Dex One Corporation, Yellow Book USA, Inc. and Yellow Pages Group Limited.

As of February 19, 2010, World Color Press, together with its corporate office located in Montreal, Quebec, Canada, had 80 printing, distribution and office facilities located in North America and Latin America. In the United States, World Color Press is the second largest commercial printer with 57 facilities in 26 states. World Color Press is the second largest commercial printer in Canada with 15 premises in five provinces through which World Color Press offers a diversified mix of printed products and related value-added services to the Canadian market and internationally. World Color Press is also a leading commercial printer in Latin America, with eight facilities in Argentina, Brazil, Chile, Colombia, Mexico and Peru.

For additional information about World Color Press, see “World Color Press Business” beginning on page 59 and see World Color Press’ annual report on Form 40-F filed with the SEC on March 1, 2010, which is incorporated by reference into this proxy circular/prospectus.

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The Arrangement (see page 69)

Under the terms of the arrangement, Quad/Graphics will acquire World Color Press and World Color Press will become a wholly-owned subsidiary of Quad/Graphics upon completion of the arrangement.

The arrangement will be completed only after the satisfaction or waiver of the conditions to the completion of the arrangement discussed below.

The arrangement agreement, the arrangement resolution and the plan of arrangement are attached as Annex A to this proxy circular/prospectus. You are encouraged to read these documents carefully and fully, as they are the legal documents that govern the arrangement.

What World Color Press Shareholders Will Receive in the Arrangement (see page 97)

Subject to the terms and conditions of the arrangement agreement, upon completion of the arrangement, each outstanding World Color Press common share will be converted after a multi-step transaction into the right to receive the number of shares of Quad/Graphics class A stock equal to the Share Exchange Ratio, subject to adjustment in accordance with the arrangement agreement. In addition, each outstanding World Color Press common share will be entitled to any Common Cash Consideration.

Upon consummation of the arrangement, Quad/Graphics’ shareholders immediately prior to the arrangement will own approximately 60% of Quad/Graphics’ outstanding stock and former World Color Press shareholders will own approximately 40% of Quad/Graphics’ outstanding stock. The shares of Quad/Graphics class A stock have one vote per share. The shares of Quad/Graphics class B stock and class C stock have 10 votes per share.

In connection with the arrangement, all of the shares of World Color Press preferred shares outstanding immediately prior to the consummation of the arrangement will be redeemed in accordance with the terms of World Color Press’ restated articles of incorporation (sometimes referred to as the World Color Press Charter). In addition, all World Color Press warrants that are outstanding immediately prior to the consummation of the arrangement will be cancelled.

Holders of World Color Press Common Shares Will Have Dissent Rights in Connection with the Arrangement (see page 94)

Under the Interim Order, holders of World Color Press common shares have rights of dissent in respect of the arrangement. Therefore, a holder of World Color Press common shares may elect to be paid cash for such shareholder’s shares in accordance with the procedures set forth in the CBCA, as modified by the plan of arrangement and the Interim Order. The plan of arrangement is included as part of Annex A attached hereto. Copies of Section 190 of the CBCA and the Interim Order are attached hereto as Annex F and Annex G , respectively. It is a condition to Quad/Graphics’ obligation to consummate the arrangement that not more than 7.5% of the outstanding World Color Press common shares as of the closing shall have validly exercised and not withdrawn dissent rights.

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Opinion of World Color Press’ Financial Advisor (see page 75)

World Color Press’ financial advisor, Morgan Stanley & Co. Incorporated (sometimes referred to as Morgan Stanley), rendered its oral opinion, subsequently confirmed in writing, that as of January 25, 2010, and based on and subject to the various assumptions, qualifications, considerations and limitations set forth in the opinion, the number of shares of Quad/Graphics class A stock equal to the Share Exchange Ratio and the Common Cash Consideration (sometimes referred to collectively as the transaction consideration) to be received by the holders of World Color Press common shares pursuant to the arrangement agreement was fair from a financial point of view to the holders of World Color Press common shares.

The full text of the written opinion of Morgan Stanley, dated as of January 25, 2010, is attached to this proxy circular/prospectus as Annex B . The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. Morgan Stanley encourages you to read carefully the entire opinion. The opinion, and the other views and analysis of Morgan Stanley referenced throughout this proxy circular/prospectus, do not constitute a recommendation to any holder of World Color Press common shares as to how to vote at any shareholders’ meeting to be held in connection with the arrangement. In addition, the opinion does not in any manner address the price at which the Quad/Graphics class A stock will trade at any time following consummation of the arrangement. Morgan Stanley provided its opinion for the information and assistance of the World Color Press board of directors in connection with the directors’ consideration of the arrangement and addresses only the fairness from a financial point of view of the transaction consideration pursuant to the arrangement agreement to holders of World Color Press common shares as of the date of the opinion. It does not address any other aspect of the arrangement. The summary of the opinion of Morgan Stanley set forth in this proxy circular/prospectus is qualified in its entirety by reference to the full text of the opinion.

Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, January 25, 2010. Events occurring after January 25, 2010 may affect the opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm the opinion.

Income Tax Treatment of the Exchange of World Color Press Common Shares for Shares of Quad/Graphics Class A Stock (see pages 120 and 125)

United States

For U.S. federal income tax purposes, U.S. Holders (as defined in “Material United States Federal Income Tax Considerations” beginning on page 121) who own World Color Press common shares or preferred shares will recognize gain or loss on their disposition of such shares pursuant to the arrangement. Any such gain or loss will constitute capital gain or loss.

Any gain that is recognized on a disposition by a Non-U.S. Holder (as defined in “Material United States Federal Income Tax Considerations”) of World Color Press common shares or preferred shares pursuant to the arrangement will not be subject to U.S. federal income tax unless:

· the gain is effectively connected with the conduct of a trade or business (and, if an applicable United States income tax treaty applies, is attributable to a permanent establishment maintained) within the United States by the Non-U.S. Holder; or

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· in the case of a Non-U.S. Holder who is an individual, such individual is present in the United States for 183 days or more in the taxable year of the sale, and certain other conditions are met.

U.S. Holders and Non-U.S. Holders who own World Color Press common shares or preferred shares are urged to read “Material United States Federal Income Tax Considerations” beginning on page 120 and to consult their own tax advisors with respect to the United States federal income tax consequences of the arrangement.

Canada

Generally, a Canadian resident shareholder whose World Color Press common shares are disposed of pursuant to the arrangement will realize a capital gain (or capital loss) equal to the amount, if any, by which the amount of cash and the fair market value of Quad/Graphics class A stock received for such World Color Press common shares pursuant to the arrangement, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the World Color Press common shares to the shareholder immediately before the disposition.

Generally, a shareholder not resident in Canada will not be subject to tax under the Income Tax Act (Canada) (sometimes referred to as the Tax Act) on any capital gain realized on a disposition of World Color Press common shares pursuant to the arrangement, unless the World Color Press common shares are “taxable Canadian property” to the shareholder for purposes of the application of the Tax Act and the shareholder is not entitled to relief under an applicable income tax convention between Canada and the country in which the shareholder is resident.

Shareholders of World Color Press whose common shares constitute “taxable Canadian property” and shareholders of World Color Press preferred shares should consult their own tax advisors having regard to their particular circumstances.

The foregoing is a brief summary of the material Canadian federal income tax consequences only. Shareholders are urged to read “Material Canadian Federal Income Tax Considerations” beginning on page 125 and consult their own tax advisors to determine the particular consequences to them of exchanging of their World Color Press common shares under the arrangement.

Approval Required by World Color Press Shareholders to Complete the Arrangement (see page 62)

The arrangement resolution will be approved if a quorum in respect of the World Color Press common shares and the World Color Press preferred shares is present and at least two-thirds of the votes cast by the holders of World Color Press common shares and the World Color Press preferred shares, voting together as a single class, are cast in favor of the arrangement resolution. A failure to vote, a vote to abstain or a broker or other intermediary “non-vote” will have no effect on the outcome of the vote on the arrangement resolution if a quorum is present.

Each World Color Press common share has one vote and each World Color Press preferred share has vote[s] on the arrangement resolution.

On , 2010, which is the record date for determining those World Color Press shareholders who are entitled to vote at the World Color Press special meeting, directors and executive officers of World Color Press and their affiliates beneficially owned and had the right to vote World Color Press common shares and World Color Press preferred shares, representing % of the total voting power of the World Color Press shares outstanding and entitled to vote on the record date.

Recommendations of World Color Press to Shareholders (see page 72)

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World Color Press’ Reasons for the Arrangement (see page 72)

At a special meeting held on January 25, 2010, World Color Press’ board of directors determined by unanimous vote that the arrangement is in the best interests of World Color Press and its shareholders. In reaching its decision to approve the arrangement agreement and the arrangement, and its determination that the arrangement is in the best interests of World Color Press and its shareholders, World Color Press’ board of directors received advice from World Color Press management and legal, financial, tax and accounting advisors and considered a number of factors.

The arrangement is projected to increase the value of World Color Press’ equity interests by permitting the World Color Press shareholders to participate in the realization of the economic and operating synergies and other benefits anticipated to result from the combination of Quad/Graphics and World Color Press. See “The Arrangement—World Color Press’ Reasons for the Arrangement; Recommendation of the Board of Directors” beginning on page 72 for additional information.

Quad/Graphics’ Reasons for the Arrangement (see page 86)

Quad/Graphics believes that the acquisition of World Color Press will, among other things:

· enable the combined company to optimize plant and machine utilization, as well as mailing and logistics utilization and costs, thereby driving greater efficiency and economic benefits for the combined company and its clients;

· enable Quad/Graphics to leverage its efficient, modern manufacturing platform for the benefit of the combined company and its clients;

· result in an estimated $225 million of pre-tax annualized synergies within 24 months after the consummation of the arrangement, at an estimated one-time cost to achieve of approximately $195 to $240 million (based on an analysis developed by Quad/Graphics’ management);

· create new opportunities for the combined company’s clients to realize distribution efficiencies;

· enable Quad/Graphics to leverage the power of its research and development expertise across the combined company’s larger and more diverse product offerings and client base;

· enable Quad/Graphics to increase the use of its data analysis and management capabilities and targeted value added production techniques across the combined company’s larger base of clients and products;

· expand Quad/Graphics’ geographic reach and customer service presence and Quad/Graphics’ range of services and product offerings;

· significantly improve Quad/Graphics’ supply chain management capabilities; and

· provide enhanced liquidity and generate solid free cash flow to repay indebtedness and support investments in the future as a result of the combined company’s pro-forma credit profile and increased access to capital markets.

Approval Required by Quad/Graphics Shareholders to Complete the Arrangement

In order to complete the arrangement, Quad/Graphics shareholders must approve the transactions contemplated by the arrangement agreement, including the Quad/Graphics Charter. That vote is assured since holders of Quad/Graphics common stock having more than 50% of the voting power have entered into a voting agreement in support of the transactions contemplated by the arrangement agreement.

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Completion of the Transaction is Subject to Regulatory Clearance (see page 93)

To complete the arrangement, we must receive approval from and/or make filings with various regulatory authorities. The required regulatory and court approvals include, among others: (1) the filing of notification and report forms with the United States Department of Justice (sometimes referred to as the DOJ) and the United States Federal Trade Commission (sometimes referred to as the FTC) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (sometimes referred to as the HSR Act), and expiration or early termination of any applicable waiting periods under the HSR Act; (2) receipt of an advance ruling certificate or in the alternative a “no action letter” and waiver of the waiting period under the Competition Act (Canada); (3) approval of the arrangement under the Investment Canada Act; and (4) approval of the arrangement by the Québec Superior Court. See “The Arrangement — Court Approval of the Arrangement and Completion of the Arrangement” and “The Arrangement — Regulatory Approvals” beginning on pages 90 and 93, respectively, of this proxy circular/prospectus for a discussion of the status of these approvals.

Quad/Graphics Articles and Bylaws Will Be Amended in Connection with Completion of the Arrangement

Quad/Graphics will amend and restate its restated articles of incorporation and will amend its bylaws in connection with the consummation of the arrangement.

You should read the complete text of the Quad/Graphics Charter and the amended bylaws of Quad/Graphics (sometimes referred to as the Quad/Graphics Bylaws), which are attached as Annex C and Annex D to this proxy circular/prospectus, respectively, in conjunction with this summary. The Quad/Graphics Charter and the Quad/Graphics Bylaws that will become effective upon completion of the arrangement will be in substantially the same form as those attached as Annex C and Annex D .

World Color Press Directors and Executive Officers Have Interests in the Transaction that May Be Different from, or in Addition to, the Interests of the World Color Press Shareholders (see page 90)

World Color Press shareholders should be aware that World Color Press directors and executive officers may have interests in the arrangement that are different from, or in addition to, World Color Press shareholders’ interests when they consider the recommendation of the World Color Press board of directors that they vote to approve the arrangement resolution. Those interests include, among other things, benefits that may become payable under change in control severance agreements, the accelerated vesting of certain deferred share units and restricted share units held by or issuable to the directors and executive officers, potential retention and transaction bonuses for certain employees and the appointment of two of the World Color Press directors to the Quad/Graphics board of directors, one of which will be Mark A. Angelson, the Chairman and Chief Executive Officer of World Color Press.

As a result, the directors and executive officers of World Color Press may be more likely to recommend the approval of the arrangement resolution than if they did not have these interests.

Completion of the Transaction is Subject to the Satisfaction of a Number of Conditions (see page 113)

The respective obligations of World Color Press and Quad/Graphics to complete the arrangement are subject to the satisfaction or waiver of the following conditions:

· the receipt of the approval of the arrangement resolution by the World Color Press shareholders;

· the receipt of the approval of the arrangement by the Québec Superior Court;

· the receipt of the approval of the transactions contemplated by the arrangement agreement, including the Quad/Graphics Charter, by the Quad/Graphics shareholders;

· the SEC having declared effective, without any stop order or proceedings seeking a stop order, the Quad/Graphics registration statement of which this proxy circular/prospectus forms a part;

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· the receipt of the approval for listing of the Quad/Graphics class A stock to be issued pursuant to the arrangement by the national securities exchange in the United States that will list such stock, subject to official notice of issuance;

· the amendment and restatement of the Quad/Graphics restated articles of incorporation;

· all waiting periods applicable to the transactions contemplated by the arrangement agreement under certain applicable regulatory laws having expired or terminated or having been waived, and all approvals and rulings by, and filings with, governmental entities under certain applicable regulatory laws having been obtained, waived or made; and

· no law or order having been enacted, entered, promulgated, adopted, issued or enforced by any governmental entity that has the effect of making illegal or otherwise prohibiting the consummation of the transactions contemplated by the arrangement agreement.

The obligation of Quad/Graphics to complete the transactions contemplated by the arrangement agreement is further subject to the satisfaction or waiver of the following conditions:

· World Color Press’ representations and warranties regarding capitalization being true and correct (other than de minimis inaccuracies);

· each of World Color Press’ other representations and warranties, when read without regard to materiality qualifications, being true and correct, except where all failures of such representations and warranties to be true and correct would not reasonably be expected to have a material adverse effect on World Color Press;

· World Color Press having performed in all material respects all obligations and having materially complied with the covenants required by the arrangement agreement to be performed or complied with by it at or prior to the completion of the arrangement;

· except as contemplated by the arrangement agreement, no development, effect or change having occurred after the date of the arrangement agreement that is reasonably expected to have a material adverse effect on World Color Press;

· World Color Press having consummated the redemption of its outstanding preferred shares for a fixed cash purchase price determined in accordance with its restated articles of incorporation and the cancellation of all outstanding warrants, provided that, absent Quad/Graphics’ written consent, the effective price determined by the board of directors of World Color Press in connection with the cancellation of warrants shall not be greater than 115% of the volume weighted average trading price of World Color Press common shares on the Toronto Stock Exchange for the 30 trading days immediately preceding the date the board of directors of World Color Press determines the effective price;

· World Color Press’ indenture dated as of July 21, 2009 with respect to the 10% senior guaranteed notes due July 15, 2013 (sometimes referred to as the Senior Notes Indenture) having been terminated or the covenants of World Color Press under the Senior Notes Indenture having been terminated or made inapplicable to World Color Press and its affiliates;

· the total number of World Color Press common shares with respect to which dissent rights have been properly exercised and not withdrawn not exceeding 7.5% of the outstanding World Color Press common shares as of the closing date; and

· no claim, action, suit, arbitration, proceeding, investigation or inquiry having been commenced by the FTC, the DOJ, the Commissioner of Competition (sometimes referred to as the Commissioner)

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or the Minister of Industry (sometimes referred to as the Minister) against Quad/Graphics, World Color Press, any of their respective subsidiaries or any of the directors or officers of any of them, with respect to the transactions contemplated by the arrangement agreement.

The obligation of World Color Press to complete the transactions contemplated by the arrangement agreement is further subject to the satisfaction or waiver of the following conditions:

· Quad/Graphics’ representations and warranties regarding capitalization being true and correct (other than de minimis inaccuracies);

· each of Quad/Graphics’ other representations and warranties, when read without regard to materiality qualifications, being true and correct, except where all failures of such representations and warranties to be true and correct would not reasonably be expected to have a material adverse effect on Quad/Graphics;

· Quad/Graphics having performed in all material respects all obligations and having materially complied with the covenants required by the arrangement agreement to be performed or complied with by it at or prior to the closing date; and

How the Arrangement Agreement May Be Terminated by Quad/Graphics and World Color Press (see page 115)

The arrangement agreement may be terminated in any of the following ways:

· by mutual written consent of Quad/Graphics and World Color Press;

· by either Quad/Graphics or World Color Press if:

· a law or order has been enacted, entered or issued prohibiting or permanently restraining the consummation of the transactions contemplated by the arrangement agreement;

· the arrangement has not been completed within 210 days of the date of the arrangement agreement, unless the failure to complete the arrangement is the result of breach of the arrangement agreement in any material respect by the party seeking to terminate the arrangement agreement, provided that the termination date will automatically be extended for a period not to exceed 60 days to the extent necessary to obtain required regulatory approvals;

· the other party has breached in any material respect any of its representations, warranties or covenants contained in the arrangement agreement, such breach would result in any condition precedent not being satisfied and the breach is incapable of being cured within 30 days after receiving written notice of such breach or has not been cured within such 30-day time period;

· the approval of the arrangement resolution by the World Color Press shareholders is not obtained or the transactions contemplated by the arrangement agreement are not approved by the Quad/Graphics shareholders;

· prior to the time that the other party’s shareholder approval is obtained, the other party has materially breached its non-solicitation obligations;

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· prior to the time that the other party’s shareholder approval is obtained, the board of directors of the other party has failed to make its recommendation to approve the transaction or has changed its recommendation, whether or not permitted by the terms of the arrangement agreement;

· prior to the time that the other party’s shareholder approval is obtained, the board of directors of the other party has failed to reconfirm its recommendation to shareholders to approve the arrangement within five business days after a written request to do so;

· prior to the time that the other party’s shareholder approval is obtained, the other party has materially breached its obligations under the arrangement agreement by reason of a failure to call or conduct its-shareholders meeting;

· prior to the time that the other party’s shareholder approval is obtained, the board of directors of the other party has recommended to its shareholders any acquisition proposal or superior proposal;

· prior to the time that the other party’s shareholder approval is obtained, the other party has entered into any agreement (other than a confidentiality agreement), letter of intent, agreement-in-principle, acquisition agreement or other instrument contemplating or otherwise relating to any acquisition proposal or superior proposal or requiring such other party to abandon, terminate or fail to consummate any of the transactions contemplated by the arrangement agreement; or

· if, prior to the time that a party’s shareholder approval is obtained, the board of directors of such party has approved or recommended, or such party has entered into a definitive agreement with respect to, a superior proposal in compliance with its non-solicitation obligations.

Termination Fees and Expenses May Be Payable Under Some Circumstances (see page 115)

Fees Payable by Quad/Graphics:

Quad/Graphics will be required to pay a termination fee of $40 million to World Color Press (provided that any termination fee payable will be reduced by the amount of any fees and expenses previously reimbursed) in the event that:

· World Color Press terminates the arrangement agreement because:

· Quad/Graphics materially breaches its non-solicitation covenants;

· the board of directors of Quad/Graphics fails to recommend the approval of the transactions contemplated by the arrangement agreement to its shareholders or changes its recommendation;

· the board of directors of Quad/Graphics fails to reconfirm its recommendation within five business days after a written request to do so;

· Quad/Graphics materially breaches its obligations under the arrangement agreement by reason of a failure to call or conduct its meeting of shareholders;

· the board of directors of Quad/Graphics recommends to its shareholders an acquisition proposal or a superior proposal; or

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· Quad/Graphics enters into any agreement (other than a confidentiality agreement), letter of intent, agreement-in-principle, acquisition agreement or other instrument contemplating or otherwise relating to any acquisition proposal or superior proposal or requiring Quad/Graphics to abandon, terminate or fail to consummate any of the transactions contemplated by the arrangement agreement;

· Quad/Graphics terminates because the Quad/Graphics board of directors approves or recommends, or Quad/Graphics enters into a definitive agreement with respect to, a superior proposal in compliance with its non-solicitation obligations; or

· the arrangement agreement is terminated for one of the following reasons and (a) an acquisition proposal has been publicly announced or otherwise publicly communicated to the senior management, the board of directors or shareholders of Quad/Graphics and (b) prior to the date that is 15 months after the effective date of such termination, Quad/Graphics enters into a definitive agreement with respect to an acquisition proposal or an acquisition proposal is consummated (substituting in both instances “50%” for “15%” in the definition of acquisition proposal) provided that $25 million will be paid no later than the date of the execution of such definitive agreement and the balance of the $40 million will be paid no later than the date such acquisition proposal is consummated:

· World Color Press terminates the arrangement agreement because Quad/Graphics has breached in any material respect any of its representations, warranties or covenants contained in the arrangement agreement and such breach is incapable of being cured within 30 days after receiving written notice of such breach or has not been cured within such 30 day time period; or

· Quad/Graphics or World Color Press terminates the arrangement agreement because Quad/Graphics does not obtain approval of the transactions contemplated by the arrangement by its shareholders at its shareholder meeting.

Quad/Graphics will be required to reimburse World Color Press for its fees and expenses up to a limit of $20 million in the event that:

· Quad/Graphics or World Color Press terminates the arrangement agreement because Quad/Graphics does not obtain the approval of the transactions contemplated by the arrangement agreement by its shareholders;

· Quad/Graphics or World Color Press terminates the arrangement agreement because the termination date has passed and the Quad/Graphics registration statement of which this proxy circular/prospectus forms a part has been declared effective by the SEC and such effectiveness has not been suspended on the termination date without the meeting of the Quad/Graphics shareholders having been called, and circumstances exist such that the condition that, except as contemplated by the arrangement agreement, no development, effect or change has occurred after the date of the arrangement agreement that is reasonably expected to have a material adverse effect on Quad/Graphics, would not have been satisfied at the time of such termination and such failure to satisfy such condition is not directly caused by World Color Press’ breach of its obligations under the arrangement agreement, and the termination fee provisions described above do not apply to such termination; or

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Fees Payable by World Color Press:

World Color Press will be required to pay a termination fee of $40 million to Quad/Graphics (provided that any termination fee payable will be reduced by the amount of any fees and expenses previously reimbursed) in the event that:

· Quad/Graphics terminates the arrangement agreement because:

· World Color Press materially breaches its non-solicitation covenants;

· the board of directors of World Color Press fails to recommend the approval of the arrangement resolution to its shareholders or changes its recommendation;

· the board of directors of World Color Press fails to reconfirm its recommendation within five business days after a written request to do so;

· World Color Press materially breaches its obligations under the arrangement agreement by reason of a failure to call or conduct its meeting of shareholders;

· the board of directors of World Color Press recommends to its shareholders an acquisition proposal or a superior proposal; or

· World Color Press enters into any agreement (other than a confidentiality agreement), letter of intent, agreement-in-principle, acquisition agreement or other instrument contemplating or otherwise relating to any acquisition proposal or superior proposal or requiring World Color Press to abandon, terminate or fail to consummate any of the transactions contemplated by the arrangement agreement; or

· World Color Press terminates because the World Color Press board of directors approves or recommends, or World Color Press enters into a definitive agreement with respect to, a superior proposal; or

· the arrangement agreement is terminated for one of the following reasons and (a) an acquisition proposal has been publicly announced or otherwise publicly communicated to the senior management, the board of directors or shareholders of World Color Press and (b) prior to the date that is 15 months after the effective date of such termination, World Color Press enters into a definitive agreement with respect to an acquisition proposal or an acquisition proposal is consummated (substituting in both instances “50%” for “15%” in the definition of acquisition proposal) provided that $25 million will be paid no later than the date of the execution of such definitive agreement and the balance of the $40 million will be paid no later than the date such acquisition proposal is consummated:

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· Quad/Graphics terminates the arrangement agreement because World Color Press has breached in any material respect any of its representations, warranties or covenants contained in the arrangement agreement and such breach is incapable of being cured within 30 days after receiving written notice of such breach or has not been cured within such 30 day time period; or

· Quad/Graphics or World Color Press terminates the arrangement agreement because World Color Press does not obtain approval of the arrangement resolution at its shareholder meeting.

World Color Press will be required to reimburse Quad/Graphics for its fees and expenses up to a limit of $20 million in the event that:

· Quad/Graphics or World Color Press terminates the arrangement agreement because World Color Press does not obtain the approval of the arrangement resolution;

· Quad/Graphics or World Color Press terminates the arrangement agreement because the termination date has passed and the Quad/Graphics registration statement of which this proxy circular/prospectus forms a part has been declared effective by the SEC and such effectiveness has not been suspended on the termination date without the meeting of the World Color Press shareholders having been called, and circumstances exist such that the condition that, except as contemplated by the arrangement agreement, no development, effect or change has occurred after the date of the arrangement agreement that is reasonably expected to have a material adverse effect on World Color Press, would not have been satisfied at the time of such termination and such failure to satisfy such condition is not directly caused by Quad/Graphics’ breach of its obligations under the arrangement agreement, and the termination fee provisions described above do not apply to such termination; or

Quad/Graphics Class A Stock is Expected to be Listed on a National Securities Exchange in the United States (see page 95)

Quad/Graphics common stock currently is not publicly traded. In connection with the consummation of the arrangement, Quad/Graphics’ class A stock is expected to be listed on a national securities exchange in the United States (which is expected to be a “designated stock exchange” for purposes of the Tax Act).

Voting and Support Agreement (see page 136)

Concurrently with the execution of the arrangement agreement, World Color Press, the trustees and certain beneficiaries under that certain amended and restated voting trust agreement, dated as of April 29, 2000, as amended, among certain members of the Quadracci family and the trustees (sometimes referred to as the voting trust agreement) (the voting trust created under the voting trust agreement is sometimes referred to as the Quad/Graphics voting trust) and the Quad/Graphics voting trust entered into a voting and support agreement. Pursuant to the voting and support agreement, each of the Quad/Graphics voting trust and the beneficiaries who executed the voting and support agreement agreed, among other things, to vote all trust certificates and/or Quad/Graphics shares held by them in favor of the approval of the transactions contemplated by the arrangement agreement, including the adoption of the Quad/Graphics Charter, and against any acquisition proposal or any other action, agreement or transaction that would reasonably be expected to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the arrangement.

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Differences Exist Between the Rights of Quad/Graphics and World Color Press Common Shareholders (see page 228)

The rights of Quad/Graphics’ and World Color Press common shareholders under their respective business corporation laws are different. There are additional differences in the rights of Quad/Graphics shareholders and World Color Press shareholders as a result of the provisions of the articles of incorporation, bylaws and other corporate documents of each company. See “Comparison of the Rights of Quad/Graphics and World Color Press Common Shareholders” beginning on page 228 of this proxy circular/prospectus.

The Arrangement and the Performance of the Combined Company are Subject to a Number of Risks (see page 30)

There are a number of risks relating to the arrangement and to the businesses of Quad/Graphics, World Color Press and the combined company following the completion of the arrangement. See “Risk Factors” beginning on page 30 of this proxy circular/prospectus for a discussion of these and other risks and see also the documents that World Color Press has filed with the SEC and which have been incorporated by reference into this proxy circular/prospectus.

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SELECTED HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following selected historical financial information is being provided to assist you in your analysis of the financial aspects of the arrangement.

Certain Quad/Graphics annual historical information is derived from the audited consolidated financial statements of Quad/Graphics as of December 31, 2009 and 2008 and for each of the years in the three-year period ended December 31, 2009, appearing elsewhere in this proxy circular/prospectus. The Quad/Graphics annual historical information is also derived from the audited consolidated financial statements of Quad/Graphics as of December 31, 2007, 2006 and 2005 and for each of the years in the two year period ended December 31, 2006, which are not included in this proxy circular/prospectus. Quad/Graphics historical financial statements have been prepared in accordance with United Stated generally accepted accounting principles (sometimes referred to as U.S. GAAP).

Certain World Color Press annual historical information is derived or extracted from the audited consolidated financial statements of World Color Press as of December 31, 2009 and 2008 and for the seven months ended July 31, 2009 (fresh start reporting date), the five months ended December 31, 2009 and for each of the years in the two-year period ended December 31, 2008, as incorporated by reference herein. The World Color Press annual historical information is also derived or extracted from the audited consolidated financial statements of World Color Press as of December 31, 2007, 2006 and 2005 and for each of the years in the two-year period ended December 31, 2006, which are not incorporated herein. World Color Press historical financial statements have been prepared in accordance with Canadian generally accepted accounting principles (sometimes referred to as Canadian GAAP). For a discussion of the significant differences between Canadian GAAP and U.S. GAAP as they relate to the World Color Press financial statements, see Note 33 to the World Color Press consolidated financial statements for the year ended December 31, 2009.

The information is only a summary and should be read in conjunction with (i) the Quad/Graphics audited consolidated financial statements for the year ended December 31, 2009 and notes thereto included in “Financial Statements of Quad/Graphics” beginning on page FS-1 and (ii) the audited consolidated financial statements and notes thereto of World Color Press for the year ended December 31, 2009 included in the World Color Press annual report on Form 40-F filed with the SEC on March 1, 2010, which has been incorporated by reference into this proxy circular/prospectus, as well as other information that has been filed by World Color Press with the SEC. See “Where You Can Find More Information” beginning on page 245 of this proxy circular/prospectus for information on where you can obtain copies of this World Color Press information.

The historical results included below and elsewhere in this proxy circular/prospectus are not necessarily indicative of the future performance of Quad/Graphics, World Color Press or the combined company.

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Quad/Graphics Selected Historical Financial Information

(amounts in millions, except per share data)

	As of and for the year ended December 31,
	2009		2008		2007		2006		2005

Total net sales	$	1,788.5	$	2,266.7	$	2,048.8	$	2,024.9	$	1,951.3
Operating income	112.4		174.3		246.7		234.0		226.0
Net earnings attributable to Quad/Graphics common shareholders	52.8		109.1		178.4		159.2		390.2		(1)
Total assets	2,109.2		2,326.4		2,396.9		2,144.9		2,104.2
Long-term debt and capital lease obligations (excluding current portion)	765.5		967.3		800.6		870.2		871.6

Weighted average number of common shares outstanding
Basic	28.3		28.7		29.5		29.7		29.8
Diluted	29.2		29.7		30.6		30.9		30.9

Earnings per share attributable to Quad/Graphics common shareholders
Basic	$	1.87	$	3.80	$	6.05	$	5.36	$	13.09
Diluted	1.81		3.67		5.83		5.15		12.63

Dividends per share of common stock (2)	0.50		0.50		1.00		1.00		2.00

(1) Effective January 1, 2005, Quad/Graphics changed the tax status of certain entities within the Quad/Graphics legal structure to S corporation status under the provisions of the Internal Revenue Code of 1986, as amended (sometimes referred to as the Internal Revenue Code). From that point, these entities within Quad/Graphics have generally not been subject to income taxes for United States federal and state income tax purposes. The impact from the conversion to S corporation status resulted in $230.6 million of income, primarily related to the reversal of net deferred tax liabilities and has been included in the 2005 net earnings attributable to Quad/Graphics common shareholders. Upon the consummation of the arrangement, Quad/Graphics will change its legal status from a S corporation to a C corporation.

(2) Excludes aggregate tax distributions declared to S corporation shareholders of $18.0 million, $37.0 million, $77.0 million, $60.1 million and $66.8 million in 2009, 2008, 2007, 2006 and 2005, respectively.

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World Color Press Selected Historical Financial Information

(amounts in millions, except per share data)

Canadian GAAP Information

	Successor		Predecessor			Predecessor as of and for the year ended December 31,
	Five
	months		Seven
	ended		months
	December		ended July
	31, 2009		31, 2009			2008			2007			2006			2005

Operating revenues	$	1,337	$	1,735		$	4,017		$	4,655		$	5,061		$	5,120
Operating income (loss)	78		(14		)	(462		)	(1,887		)	196			346
Net income (loss) from continuing operations	21		(175		)	(944		)	(1,837		)	119			180
Net income (loss)	21		(175		)	(1,659		)	(2,200		)	28			(163		)
Total assets	2,482					2,820			4,163			5,823			5,700
Long-term debt (excluding current portion) (6)	486					61			1,313			2,102			1,848
Redeemable preferred shares, liability	98					35			179			150			151

Weighted average number of equity shares outstanding (Basic and Diluted)	73.3		205.5			182.6			131.9			131.4			131.8

Earnings (loss) per common share (Basic and Diluted)
Continuing operations	$	0.29	$	(0.89	)	$	(5.26	)	$	(14.10	)	$	0.65		$	1.06
Net income (loss)	0.29		(0.89		)	(9.18		)	(16.85		)	(0.04		)	(1.53		)

Dividends per equity share	—		—			—			—			0.30			0.56

U.S. GAAP Information

	Successor		Predecessor			Predecessor as of and for the year ended December 31,
	Five months ended December		Seven months ended July
	31, 2009		31, 2009			2008			2007			2006			2005

Operating revenues	$	1,337	$	1,735		$	4,017		$	4,655		$	5,060		$	5,105
Operating income (loss)	78		(22		)	(463		)	(1,888		)	195			331
Net income (loss) from continuing operations (5)	65		1,963			(936		)	(1,861		)	118			173
Net income (loss) (5)	65		1,963			(1,553		)	(2,224		)	30			(170		)
Total assets	2,720					2,733			4,136			5,744			5,689
Long-term debt (excluding current portion) (6)	552					102			1,374			2,103			1,843
Redeemable preferred shares, liability	—					—			—			—			—

Weighted average number of equity shares outstanding - Basic	73.3		205.5			182.6			131.9			131.4			131.8
Weighted average number of equity shares outstanding - Diluted	86.2		220.5			182.6			131.9			131.4			131.8

Earnings (loss) per common share - Basic
Continuing operations	$	0.75	$	9.50		$	(5.25	)	$	(14.36	)	$	0.64		$	1.01
Net income (loss)	0.75		9.50			(8.63		)	(17.11		)	(0.03		)	(1.59		)
Earnings (loss) per common share - Diluted
Continuing operations	$	0.38	$	8.85		$	(5.25	)	$	(14.36	)	$	0.64		$	1.01
Net income (loss)	0.38		8.85			(8.63		)	(17.11		)	(0.03		)	(1.59		)

Dividends per equity share	—		—			—			—			0.30			0.56

(1) On July 21, 2009, upon emergence from bankruptcy protection under the Companies’ Creditors Arrangement Act (sometimes referred to as the CCAA) in Canada and Chapter 11 of the U.S. Bankruptcy Code (sometimes referred to as Chapter 11) in the United States, World Color Press was required to adopt “fresh start” financial accounting in accordance with The Canadian Institute of Chartered Accountants Handbook Section 1625,

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Comprehensive Revaluation of Assets and Liabilities , pursuant to Canadian GAAP, and Statement of Position 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code , now codified as ASC 852, Reorganizations , pursuant to U.S. GAAP. Under fresh start accounting, World Color Press undertook a comprehensive re-evaluation of its assets and liabilities as established in the plan of compromise and reorganization and World Color Press became a new entity for financial reporting purposes (that new entity referred to as the “Successor”, and the periods prior to the fresh start date are referred to as the periods of the “Predecessor”). Fresh start accounting was adopted as of the nearest month-end date of July 31, 2009 (sometimes referred to as the Fresh-start Date), as the activity between July 22, 2009 and July 31, 2009 was deemed by World Color Press to be immaterial. Accordingly, the consolidated financial statements of the Successor on or after August 1, 2009 are not comparable to the consolidated financial statements of the Predecessor prior to that date.

(2) World Color Press changed its functional currency at the Fresh-start Date to the U.S. dollar. The Predecessor had a Canadian dollar functional currency for all periods prior to the Fresh-start Date.

(3) World Color Press adopted new accounting policies under Canadian GAAP related to inventories in 2008 and financial instruments and hedging in 2007. These new accounting policies were adopted prospectively, which impacts comparisons to prior years.

(4) The statement of income (loss) data for 2007, 2006 and 2005 presented have been retrospectively adjusted for the discontinued operations that occurred in 2008. The balance sheet data do not retrospectively exclude amounts related to such discontinued operations.

(5) As a result of the fresh start accounting described in note (1) above, World Color Press recorded in net earnings fresh start adjustments of $449 million and an after-tax gain on settlement of compromised debt of $1,701 million under U.S. GAAP for the seven month period ended July 31, 2009.

(6) Long-term debt includes unsecured notes to be issued and convertible notes, but excludes debt included in liabilities subject to compromise, debtor-in-possession financing and secured financing that were classified as current for the years ended December 31, 2007 and 2008 once World Color Press had filed for bankruptcy protection.

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Selected Unaudited Pro Forma Condensed Combined Financial Information

The arrangement will be accounted for under the acquisition method of accounting under U.S. GAAP, which means the assets and liabilities of World Color Press will be recorded, as of completion of the arrangement, at their respective estimated fair values and added to those of Quad/Graphics. For a more detailed description of acquisition accounting, see “The Arrangement — Accounting Treatment” beginning on page 92 of this proxy circular/prospectus.

The selected unaudited pro forma condensed combined financial information is derived from, and should be read in conjunction with, the “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 177 of this proxy circular/prospectus. The selected unaudited pro forma condensed combined financial information presented below:

· reflects the acquisition method of accounting and gives effect to the arrangement, in the case of the consolidated statements of operations, as though the arrangement had occurred as of January 1, 2009 and, in the case of the consolidated balance sheet information, as though the arrangement had occurred as of December 31, 2009;

· has been prepared giving effect to the issuance of such number of shares of Quad/Graphics class A stock equal to the Share Exchange Ratio in exchange for each outstanding World Color Press common share (assumed, for these purposes only, to be 0.2150 shares of Quad/Graphics class A stock for each World Color Press common share);

· historical results for World Color Press for the year ended December 31, 2009 have been adjusted to assume emergence from bankruptcy protection and the fresh start accounting adjustments and exit financing structure as of January 1, 2009;

· includes adjustments, which are preliminary and will be revised;

· may have been different had the companies actually been combined as of January 1, 2009 and December 31, 2009; and

· does not reflect the effect of synergies that may result from the arrangement.

You should not rely on the selected unaudited pro forma condensed combined financial information as being indicative of the historical results that would have occurred had the companies been combined or the future results that may be achieved after completion of the arrangement.

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Unaudited Pro Forma Condensed Combined Financial Information (amounts in millions, except per share data)

	Year Ended December 31, 2009
Statement of operations information

Total net sales	$	4,872.5
Operating income	206.2
Net earnings attributable to common shareholders	49.3
Net earnings per share attributable to common shareholders
Basic	$	1.05
Diluted	$	1.03
Weighted average number of common shares outstanding
Basic	47.0
Diluted	47.9

	As of December 31, 2009
Balance sheet information

Cash and cash equivalents	$	44.9
Total assets	5,070.8
Long-term debt and unsecured notes to be issued	1,583.2
Total liabilities	3,593.6

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Historical and Unaudited Pro Forma Combined Per Share Information

The following table sets forth selected unaudited pro forma combined per share information reflecting the arrangement between Quad/Graphics and World Color Press under the acquisition method of accounting and historical per share information of Quad/Graphics and World Color Press, respectively, and unaudited pro forma combined World Color Press equivalent per share information. You should read this information in conjunction with (a) the selected historical financial information included elsewhere in this proxy circular/prospectus; (b) the consolidated financial statements and notes included in “Financial Statements of Quad/Graphics” beginning on page FS-1; and (c) the consolidated financial statements and notes included in the World Color Press annual report on Form 40-F filed with the SEC on March 1, 2010, which has been incorporated by reference into this proxy circular/prospectus. The unaudited pro forma combined per share information is derived from, and should be read in conjunction with, the “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 177 of this proxy circular/prospectus. The historical per share information is derived from the historical audited consolidated financial statements of Quad/Graphics prepared pursuant to U.S. GAAP for the year ended December 31, 2009 and the historical audited consolidated financial statements of World Color Press for the seven months ended July 31, 2009 (fresh start reporting date) and for the five months ended December 31, 2009. World Color Press’ historical consolidated audited financial statements have been prepared in accordance with Canadian GAAP and include a discussion of the significant differences between Canadian GAAP and U.S. GAAP in Note 33 to the historical consolidated audited financial statements. The information for World Color Press presented below is prepared pursuant to U.S. GAAP.

The unaudited pro forma combined per share information does not purport to represent what the actual results of operations of Quad/Graphics and World Color Press would have been had the companies been combined during the periods presented or to project Quad/Graphics’ and World Color Press’ results of operations that may be achieved after completion of the arrangement.

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	Year Ended December 31, 2009
Unaudited pro forma combined
Net earnings per share attributable to common shareholders
Basic	$	1.05
Diluted	1.03
Dividends declared per common share (1)	0.50
Book value per common share	31.42

Quad/Graphics — historical
Earnings per share attributable to Quad/Graphics common shareholders
Basic	$	1.87
Diluted	1.81
Dividends declared per common share (2)	0.50
Book value per common share	32.85

	Successor		Predecessor
	Five months ended December 31, 2009		Seven months ended July 31, 2009
World Color Press — historical
Net income per share attributable to World Color Press common shareholders
Basic	$	0.75	$	9.50
Diluted	0.38		8.85
Dividends declared per common share	—		—
Book value per common share	10.94

	Year Ended December 31, 2009
Unaudited World Color Press equivalents based on combination of Quad/Graphics and World Color Press (3)
Earnings per common share
Basic	$	0.23
Diluted	0.22
Dividends declared per common share	0.11
Book value per common share	6.76

(1)	The pro forma cash dividends declared per share of common stock are equal to the dividend declared by Quad/Graphics during the periods presented, excluding aggregate tax distributions declared to S corporation shareholders of $18.0 million in 2009.

(2)	Excluding aggregate tax distributions declared to S corporation shareholders of $18.0 million in 2009.

(3)	The unaudited World Color Press equivalents based on combination of Quad/Graphics and World Color Press are calculated by multiplying the unaudited pro forma combined amounts by the Share Exchange Ratio (assumed, for these purposes only, to be 0.2150 shares of Quad/Graphics class A stock for each World Color Press common share).

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Comparative Value of Securities

There is no public trading market for shares of Quad/Graphics class A stock, and no public trading market will be established for shares of Quad/Graphics class A stock until the consummation of the arrangement. In connection with the consummation of the arrangement, Quad/Graphics class A stock is expected to be listed on a national securities exchange in the United States.

World Color Press common shares were listed on the Toronto Stock Exchange on August 26, 2009 under the symbols “WC” (trading in Canadian dollars) and “WC.U” (trading in U.S. dollars), respectively. The following tables set forth the monthly range of high and low prices, the closing prices on the last trading day of the applicable month and the total monthly volumes of the World Color Press common shares traded on the Toronto Stock Exchange for each month from August 26, 2009 to February 28, 2010.

Common Shares in Canadian Dollars (Symbol: WC)

	High Price		Low Price		Closing Price		Total Monthly Volume
August 26, 2009 to August 31, 2009	CAD$	10.10	CAD$	8.80	CAD$	9.20	9,560
September 2009	CAD$	12.00	CAD$	9.40	CAD$	10.90	614,027
October 2009	CAD$	10.90	CAD$	9.50	CAD$	9.50	139,214
November 2009	CAD$	10.50	CAD$	9.30	CAD$	9.80	77,507
December 2009	CAD$	10.20	CAD$	9.30	CAD$	9.70	29,267
January 2010	CAD$	13.08	CAD$	9.30	CAD$	12.48	173,820
February 2010	CAD$	12.37	CAD$	11.40	CAD$	11.80	715,570

Common Shares in U.S. Dollars (Symbol: WC.U)

	High Price		Low Price		Closing Price		Total Monthly Volume
August 26, 2009 to August 31, 2009	$	8.70	$	8.00	$	8.70	140,400
September 2009	$	10.00	$	8.70	$	9.50	4,034,586
October 2009	$	9.70	$	9.00	$	9.10	1,310,391
November 2009	$	10.00	$	9.30	$	9.50	158,714
December 2009	$	9.30	$	9.10	$	9.30	124,380
January 2010	$	11.95	$	9.15	$	11.51	2,393,997
February 2010	$	11.52	$	11.00	$	11.00	3,553,795

On January 25, 2010, the last day before the public announcement of the execution of the arrangement agreement, the closing price of World Color Press common shares was CAD$10.02 and $9.50, respectively, on the Toronto Stock Exchange.

Quad/Graphics Dividends

Quad/Graphics’ board of directors declared and paid a cash dividend of $0.50 per share of class A stock, class B stock and class C stock in January 2010 and in each of 2009 and 2008. Such amounts do not include aggregate tax distributions declared to Quad/Graphics’ S corporation shareholders of $18.0 million and $37.0 million in 2009 and 2008, respectively. Quad/Graphics has not yet determined its dividend policy following the consummation of the arrangement. Any determination to pay dividends in the future will be at the discretion of Quad/Graphics’ board of directors and will depend upon its results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law, rule or regulation, business and investment strategy, and other factors that the board of directors deems relevant. See “Quad/Graphics’ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Description of Debt Obligations,” beginning on page 206, for a discussion of the covenants under Quad/Graphics’ existing and expected future debt agreements that may limit Quad/Graphics’ ability to pay dividends.

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RISK FACTORS

World Color Press shareholders should carefully consider the following factors, in addition to those factors discussed elsewhere herein and in the documents that World Color Press has filed with the SEC and which are incorporated by reference into this proxy circular/prospectus and the other information in this proxy circular/prospectus, before voting at the World Color Press special meeting.

Risks Relating to the Arrangement

Because the Share Exchange Ratio will be determined only at closing, World Color Press shareholders cannot be sure of the precise value of the transaction consideration they will receive.

Under the terms of the arrangement agreement, the Share Exchange Ratio, which is the amount of Quad/Graphics class A stock that will be received by World Color Press shareholders for each World Color Press common share, is determined by a number of factors, including the number of World Color Press common shares and Quad/Graphics stock outstanding immediately prior to the consummation of the arrangement. There are currently warrants and preferred shares outstanding that could be exercised or converted to acquire World Color Press common shares prior to the consummation of the arrangement that would result in an increase to the number of World Color Press common shares outstanding immediately prior to the consummation of the arrangement. In addition, Quad/Graphics agreed to provide at least $93,333,333 to World Color Press to purchase any warrants not converted into World Color Press common shares and to fund redemptions of or payments due on other equity-based securities not converted into or settled with World Color Press common shares. If less than $93,333,333 is needed to make such purchases, redemptions and payments, the remainder will be distributed to World Color Press common shareholders as the aggregate Common Cash Consideration; alternatively, if more than $93,333,333 is needed to make such purchases, redemptions and payments, there will be no Common Cash Consideration. If more than $135.0 million is needed to make such purchases, redemptions and payments, however, the amount of Quad/Graphics class A stock to be received by World Color Press common shareholders for each World Color Press common share will be reduced. The amount needed to make such purchases, redemptions and payments depends on the value of the World Color Press common shares as determined at the effective time of the arrangement. In light of these uncertainties, World Color Press common shareholders will not be able to calculate the precise value of the consideration that they will receive upon completion of the arrangement. These factors, moreover, are largely beyond the parties’ control and could negatively impact the value of the consideration World Color Press common shareholders will receive.

The synergies expected to be produced may not be realized or may require Quad/Graphics after the consummation of the arrangement (sometimes referred to as the “combined company”) to incur additional costs that may adversely affect the value of Quad/Graphics’ common stock.

The success of the transaction will depend, in part, on Quad/Graphics’ ability to realize the synergies expected to be produced from integrating World Color Press’ businesses with Quad/Graphics’ existing business due to capacity consolidation (primarily in the United States), purchasing and supply chain efficiencies, logistic and distribution savings, and consolidation of corporate headquarters, among other areas. Quad/Graphics has identified approximately $225 million of pre-tax annualized synergies that could be realized within 24 months after the consummation of the arrangement.

Quad/Graphics’ management estimates that the total cost to Quad/Graphics (and ultimately the combined company) of achieving the synergies will be approximately $195 to $240 million in integration costs, most of which Quad/Graphics believes will be incurred in the first 24 months after the consummation of the arrangement. Quad/Graphics’ estimates are based on a number of assumptions, including, but not limited to, assumptions relating to plant rationalization, plant and equipment utilization, selling, general and administrative expense savings, logistic and distribution savings, and purchasing and supply chain efficiencies, which may prove incorrect. Management of World Color Press believes that the expected synergies to be realized as a result of the arrangement will be higher than the estimates of Quad/Graphics’ management noted above. See “The Arrangement—Estimated Potential Synergies Attributable to the Arrangement” beginning on page 87 for additional information.

The combined company also may incur additional and/or unexpected costs in order to realize the anticipated synergies. While Quad/Graphics’ management believes that the synergies are achievable, the combined

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company may be unable to realize all of the synergies within the time frame expected or at all. The integration process will be complex, costly and time-consuming. The difficulties of integrating World Color Press’ businesses may include, among others:

· unanticipated issues in integrating manufacturing, logistics, information, communications, and other systems;

· unanticipated changes in applicable laws and regulations;

· failure to retain key employees, which might adversely affect operations and the ability to retain other employees;

· failure to retain customers; and

· other unanticipated issues, expenses and liabilities.

The combined company may not accomplish the integration of World Color Press’ businesses smoothly, successfully or within the anticipated cost range or timeframe. The diversion of the attention of the combined company’s management from the combined company’s current operations to the integration effort and any difficulties encountered in combining operations could prevent the combined company from realizing the full benefits anticipated to result from the arrangement and could adversely affect its business.

The arrangement agreement limits World Color Press’ ability to pursue alternatives to the transaction.

The arrangement agreement contains provisions that make it more difficult for World Color Press to sell its business to a party other than Quad/Graphics. These provisions include the general prohibition on World Color Press taking certain actions that might lead to or otherwise facilitate an acquisition proposal (as defined in the section titled “The Arrangement Agreement — Covenants — No Solicitation” beginning on page 104 of this proxy circular/prospectus) and the requirement that World Color Press pay Quad/Graphics a termination fee of $40 million or reimburse Quad/Graphics for up to $20 million of its costs incurred in connection with the transaction if the arrangement agreement is terminated in specified circumstances. See, “The Arrangement Agreement — Termination of Arrangement Agreement” beginning on page 115 of this proxy circular/prospectus.

These provisions might discourage a third party that might have an interest in acquiring all or a significant part of stock, properties or assets of World Color Press from considering or proposing that acquisition, even if that party were prepared to pay consideration with a higher per share value than the current proposed transaction consideration.

Directors and executive officers of World Color Press may have potential conflicts of interest in connection with the transaction.

Some of the directors and executive officers of World Color Press have interests in the arrangement that are different from, or are in addition to, the interests of World Color Press’ shareholders generally. These interests may create potential conflicts of interest. These interests may include positions as directors or executive officers of the combined company, potential benefits under employment or benefit arrangements that may be available as a result of the arrangement and in conjunction with other events, potential payment or accelerated vesting of or distribution of rights or benefits under certain of their respective compensation and benefit plans or arrangements as a result of the arrangement, potential severance and other benefit payments in the event of termination of employment in connection with the arrangement, and the right to continued indemnification and insurance coverage by the combined company for acts or omissions occurring prior to the closing of the arrangement. See “The Arrangement—Interests of World Color Press’ Directors and Executive Officers in the Arrangement” beginning on page 90 of this proxy circular/prospectus.

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The announcement and pendency of the transaction could have an adverse effect on Quad/Graphics’ and World Color Press’ respective businesses, financial conditions, results of operations or business prospects and on World Color Press’ stock price.

The announcement and pendency of the transaction could disrupt Quad/Graphics’ and World Color Press’ businesses in the following ways, among others:

· Quad/Graphics and World Color Press employees may experience uncertainty regarding their future roles with the combined company, which might adversely affect Quad/Graphics’ and World Color Press’ ability to retain, recruit and motivate key personnel;

· the attention of Quad/Graphics and World Color Press management may be directed towards the completion of the transaction and transaction-related considerations and may be diverted from the day-to-day business operations of Quad/Graphics and World Color Press, respectively, and matters related to the transaction may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Quad/Graphics or World Color Press; and

· customers, suppliers and other third parties who have business relationships with Quad/Graphics or World Color Press may decide not to renew such relationships or seek to terminate, change and/or renegotiate their relationships with Quad/Graphics or World Color Press as a result of the transaction, whether pursuant to the terms of their existing agreements with Quad/Graphics or World Color Press or otherwise.

Any of these matters could adversely affect the respective businesses, financial condition, results of operations or business prospects of Quad/Graphics and World Color Press and World Color Press’ stock price.

Failure to complete the transaction could negatively impact the stock price and the future business and financial results of World Color Press.

If the arrangement is not completed, the ongoing business of World Color Press may be adversely affected and, without realizing any of the benefits of having completed the arrangement, World Color Press will be subject to a number of risks, including the following:

· World Color Press may be required to pay Quad/Graphics a termination fee of $40 million if the arrangement is terminated under certain circumstances, as described in the arrangement agreement and summarized in this proxy circular/prospectus;

· World Color Press may be required to reimburse Quad/Graphics for its expenses up to $20 million if the arrangement agreement is terminated under certain circumstances, including, among others, due to World Color Press’ failure to obtain the approval of the arrangement resolution, as described in the arrangement agreement and summarized in this proxy circular/prospectus;

· World Color Press may be required to pay certain costs relating to the arrangement, even if the arrangement is completed;

· under the arrangement agreement, World Color Press is subject to certain restrictions on the conduct of its business prior to completing the arrangement, which may affect its ability to execute certain of its business strategies; and

· matters relating to the arrangement (including integration planning) may require substantial commitments of time and resources by World Color Press management, which could otherwise have been devoted to other opportunities that may have been beneficial to World Color Press as an independent company.

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There is no existing market for Quad/Graphics’ class A stock, and Quad/Graphics does not know if one will develop to provide World Color Press shareholders with adequate liquidity. Quad/Graphics’ stock price will fluctuate after the completion of the arrangement, and as a result, World Color Press shareholders could lose a significant part or all of their investment.

There has not been a public market for Quad/Graphics class A stock and none will exist prior to the consummation of the arrangement. Quad/Graphics intends to apply to list its class A stock on a national securities exchange in the United States but cannot predict the extent to which investor interest in Quad/Graphics will lead to the development of an active trading market for its class A stock on a national securities exchange in the United States or otherwise or how liquid that market might become. If an active trading market does not develop, shareholders of the combined company may have difficulty selling any Quad/Graphics class A stock. Consequently, shareholders of the combined company may not be able to sell shares of Quad/Graphics class A stock at prices equal to or greater than the price as of the consummation of the arrangement.

The stock price of the Quad/Graphics class A stock may be volatile and subject to wide fluctuations. In addition, the trading volume of Quad/Graphics class A stock may fluctuate and cause significant price variations to occur. The factors that could cause fluctuations in the stock price or trading volume of the Quad/Graphics class A stock include:

· General market and economic conditions, including market conditions in the commercial printing industry;

· Actual or expected variations in quarterly results of operations;

· Differences between actual results of operations and those expected by investors and securities analysts;

· Changes in recommendations by securities analysts;

· Operations and stock performance of industry participants;

· Accounting charges, including charges relating to the impairment of long-lived assets, including goodwill;

· Significant acquisitions or strategic alliances by the combined company or by competitors;

· Sales of Quad/Graphics’ common stock, including sales by Quad/Graphics’ directors and officers or significant investors;

· Historical light trading volume with respect to World Color Press common shares;

· The number of shares of Quad/Graphics class A stock held in escrow as a result of World Color Press common shares held in escrow as of the closing date of the arrangement;

· Recruitment or departure of key personnel; and

· Loss of key customers.

There can be no assurance that the stock price of the Quad/Graphics class A stock will not fluctuate or decline significantly in the future. In addition, the stock market in general can experience considerable price and volume fluctuations that may be unrelated to the combined company’s operating performance.

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Quad/Graphics will incur additional indebtedness in connection with the arrangement.

As of December 31, 2009, Quad/Graphics and World Color Press had a combined unaudited debt balance of approximately $1.4 billion (including, with respect to Quad/Graphics, $823.3 million aggregate amount of senior notes and other debt outstanding that is expected to remain outstanding after the consummation of the arrangement). Quad/Graphics has obtained $1.2 billion of committed financing in connection with the arrangement, which Quad/Graphics may draw on to fund transaction-related cash payments, refinance Quad/Graphics’ existing revolving credit facility, refinance World Color Press’ existing debt, fund expenses incurred in connection with the arrangement and fund repayment of certain other World Color Press obligations. The combined company may also incur additional indebtedness in the future for corporate purposes. Any borrowings will require the combined company to use a portion of its cash flow to service principal and interest payments and thus will limit the free cash flow available for other desirable business opportunities.

Quad/Graphics will incur significant transaction costs in connection with the arrangement.

Quad/Graphics expects to incur significant transaction costs, which it currently estimates to be approximately $110 million, including World Color Press’ transaction costs up to the consummation of the arrangement, in connection with the arrangement. The substantial majority of these costs will be non-recurring expenses related to the arrangement, including professional fees and other non-recurring expenses. As these transaction costs are non-recurring, these costs and expenses are not reflected in the pro forma statement of operations included in this proxy circular/prospectus. An estimate of these costs is reflected in the pro forma balance sheet.

The regulatory approvals required for the completion of the arrangement may not be obtained, or may contain materially burdensome conditions that could have an adverse effect on the combined company.

Completion of the arrangement is conditional upon the receipt of certain regulatory approvals, including, without limitation, the expiration or termination of the applicable waiting period under the HSR Act in the United States, approval by the Minister under the Investment Canada Act in Canada and the approval of the Québec Superior Court. Although Quad/Graphics and World Color Press have agreed to use their commercially reasonable efforts to obtain the requisite governmental and court approvals, there can be no assurance that these approvals will be obtained. In addition, the governmental authorities from which these approvals are required may impose conditions on the completion of the arrangement or require changes to the terms of the arrangement. If, although it is not required under the arrangement agreement to do so, Quad/Graphics agrees to such conditions in order to obtain any approvals required to complete the arrangement, then the business and results of operations of the combined company may be adversely affected.

Holders of class A stock will not be able to control any of the combined company’s management policies or business decisions because the holders of class A stock will have substantially less voting power than the holders of class B stock, all of which is owned by certain members of the Quadracci family, trusts for their benefit or other affiliates of Quad/Graphics, whose interests may be different from the holders of class A stock.

Quad/Graphics’ stock is divided into three classes of common stock: class A stock, class B stock and class C stock. Upon consummation of the arrangement, the class B stock and the class C stock each will have 10 votes per share on all matters and the class A stock will be entitled to one vote per share. Based on currently available information (including the number of World Color Press common shares and Quad/Graphics shares outstanding) and assuming that all outstanding World Color Press preferred shares are converted to World Color Press common shares, no World Color Press warrants are exercised for World Color Press common shares and that the adjustment amount under the arrangement agreement is zero, the class B stock will constitute about 81% of the combined company’s total voting power. As a result, holders of class B stock will be able to exercise a controlling influence over the combined company’s business and will have the power to elect its directors.

Approximately 80% of the outstanding class B stock is held of record by the Quad/Graphics voting trust. Under the assumptions described in the preceding paragraph, the class B stock held pursuant to the Quad/Graphics voting trust will constitute about 65% of the combined company’s total voting power. This ownership position may increase if other members of the Quadracci family enter into the voting trust agreement, and the voting power relating to this ownership position may increase if shares of the class B stock held by shareholders who are not parties to the voting trust agreement are converted into shares of class A stock. The trustees of the Quad/Graphics

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voting trust have the authority to vote the stock held by the Quad/Graphics voting trust. Accordingly, the trustees of the Quad/Graphics voting trust and, indirectly, the Quadracci family members who are beneficiaries of the Quad/Graphics voting trust will be able to exercise a controlling influence over the combined company’s business and will have the power to elect its directors.

Quad/Graphics may be a controlled company within the meaning of the rules of a national securities exchange in the United States on which the class A stock is expected to be listed, and, as a result, it will rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

Upon consummation of the arrangement, the Quad/Graphics voting trust will own more than 50% of the total voting power of Quad/Graphics stock, and, as a result, Quad/Graphics may be a controlled company under the corporate governance listing standards of a national securities exchange in the United States on which the class A stock is expected to be listed. As a controlled company, an exception under the listing standards would exempt Quad/Graphics from the obligation to comply with certain of the exchange’s corporate governance requirements, including the requirements:

· that a majority of Quad/Graphics’ board of directors consist of independent directors, as defined under the rules of the exchange;

· that Quad/Graphics have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

· that Quad/Graphics have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Accordingly, for so long as Quad/Graphics is a controlled company, holders of class A stock may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the national securities exchange in the United States on which the class A stock is expected to be listed.

Quad/Graphics has not yet determined its dividend policy following the consummation of the arrangement and may not pay dividends.

Quad/Graphics has not yet determined its dividend policy following the consummation of the arrangement. Any determination to pay dividends in the future will be at the discretion of the combined company’s board of directors and will depend upon the combined company’s results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law, rule or regulation, business and investment strategy, and other factors that the combined company’s board of directors deems relevant. If the combined company does not pay dividends, then the return on an investment in its common stock will depend entirely upon any future appreciation in its stock price. There is no guarantee that the combined company’s common stock will appreciate in value or maintain its value.

Sales of shares of Quad/Graphics’ class A stock eligible for public sale after completion of the transaction could adversely affect the stock price.

A substantial number of shares of Quad/Graphics class A stock will be held by a small number of shareholders. A decision by one or more of these shareholders to sell or potentially sell a substantial number of shares of Quad/Graphics’ class A stock in the public market could depress the market price of Quad/Graphics’ class A stock at such time and could then impair the ability of the combined company to raise capital through the sale of additional securities.

The measurement of World Color Press’ assets and liabilities at fair value reflected in the unaudited pro forma condensed combined financial data contained elsewhere in this proxy circular/prospectus is preliminary, and the adjustment upon the completion of the final valuation of World Color Press after the transaction may be materially different from what is reflected therein.

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The measurement of World Color Press’ assets and liabilities at fair value reflected in the unaudited pro forma condensed combined financial data contained elsewhere in this proxy circular/prospectus is preliminary. For the purposes of the unaudited pro forma condensed combined financial data prepared using U.S. GAAP and based on U.S. GAAP historical financial information, Quad/Graphics has made a preliminary estimate of the purchase price compared to a preliminary estimate of the fair value of World Color Press’ net assets expected to be acquired in the arrangement, as if the arrangement had been consummated on December 31, 2009. When the actual calculation of the purchase price and the fair value of the net assets acquired is performed, it will be based on the actual purchase price, actual net assets assumed at the effective date of the arrangement and other information at that date to support the fair values of World Color Press’ assets and liabilities. Accordingly, the actual amounts of net assets will vary from the pro forma amounts, and the final valuation of World Color Press may be materially different from what is reflected in the unaudited pro forma condensed combined financial data contained in this proxy circular/prospectus. See “Selected Historical and Unaudited Pro Forma Financial Information — Selected Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 25 of this proxy circular/prospectus.

Shareholders of the combined company may experience dilution of their ownership interests due to the future issuance of additional shares of stock of the combined company which could have an adverse effect on the price of the combined company’s stock.

The combined company may in the future issue additional shares of its stock which could result in the dilution of the ownership interests of its shareholders. Upon consummation of the arrangement, the combined company will be authorized to issue 80 million shares of class A stock, 80 million shares of class B stock, 20 million shares of class C stock and 500,000 shares of preferred stock. Upon consummation of the arrangement, based on currently available information (including the number of World Color Press common shares and shares of Quad/Graphics stock outstanding as of February 19, 2010) and assuming that the Equity Payment Amounts are $135.0 million or less, the combined company is expected to have outstanding approximately 31.6 million shares of class A stock, 15.0 million shares of class B stock, 250,000 shares of class C stock and no shares of preferred stock. The shares of class B stock and class C stock may be converted at any time into shares of class A stock on a one-for-one basis. The potential issuance of additional shares of stock may create downward pressure on the trading price of the combined company’s stock. The combined company may also issue additional shares of its stock in connection with the hiring or compensation of personnel or directors, future acquisitions, future issuance of its securities for capital raising purposes or for other business purposes.

Certain financial projections considered by World Color Press, Morgan Stanley and Quad/Graphics may not be realized, which may adversely affect the market price of Quad/Graphics class A stock following the consummation of the arrangement.

In arriving at its opinion regarding the fairness from a financial point of view of the transaction consideration to be received by the holders of World Color Press common shares pursuant to the arrangement agreement, Morgan Stanley relied upon, without independent verification, the accuracy and completeness of the information that was made available to Morgan Stanley by Quad/Graphics and World Color Press . See “The Arrangement—Projected Financial Information” beginning on page 88 of this proxy circular/prospectus. These financial projections were prepared by, or as directed by, the managements of Quad/Graphics and World Color Press and were also considered by World Color Press’ and Quad/Graphics’ boards of directors. None of these financial projections was prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, the American Institute of Certified Public Accountants regarding projections and forecasts, rules of the Canadian securities regulatory authorities with respect to forward-looking information and future-oriented financial information or the recommendations or guidelines established by the Canadian Institute of Chartered Accountants with respect to future-oriented financial information. The financial projections are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them and are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of Quad/Graphics and World Color Press. Accordingly, there can be no assurance that Quad/Graphics’ or World Color Press’ financial condition or results of operations will not be significantly worse than those set forth in such projections. Significantly worse financial results could have a material adverse effect on the market price of Quad/Graphics class A stock following the

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consummation of the arrangement.

Certain Canadian income tax considerations relating to the proposed “foreign investment entity” rules may apply to Quad/Graphics shareholders.

The following summary does not take into consideration the March 4, 2010 Canadian Federal Budget. Quad/Graphics may be a foreign investment entity (sometimes referred to as a FIE) for the purposes of the FIE Proposals (defined below). If Quad/Graphics is currently, or later becomes, a FIE within the meaning of the FIE Proposals, there may be certain adverse Canadian income tax consequences for Canadian residents who hold Quad/Graphics class A stock unless such class A stock qualifies as an “exempt interest”. See “Material Canadian Federal Income Tax Considerations — Proposals Regarding Foreign Investment Entities” beginning on page 130.

Risks Relating to the Business of the Combined Company

The combined company is expected to operate in a highly competitive industry.

The industry in which Quad/Graphics and World Color Press operate, and in which the combined company will operate, is highly competitive. The printing industry, with nearly 30,000 companies in the United States, is highly fragmented. Although there has been industry consolidation, particularly in the past decade, the largest 400 printers still represent only 35% of the market, according to the Printing Impressions PI400 and the Printing Industries of America/Graphic Arts Technical Foundation (sometimes referred to as PIA/GATF) 2008 Print Market Atlas. Quad/Graphics and World Color Press compete for commercial business not only with large and mid-sized printers, but also with smaller regional printers. In certain circumstances, due primarily to factors such as freight rates and customer preference for local services, printers with better access to certain regions of a given country may be preferred by customers in such regions. The combined company is also expected to face competition from alternative sources of communication, including email, the internet, electronic readers, interactive television and electronic retailing.

In recent years, the printing industry has experienced a reduction in demand for printed materials and excess capacity. Printing industry revenues may continue to decrease in the future. Some of the industries that Quad/Graphics and World Color Press service have been subject to consolidation efforts, leading to a smaller number of potential customers. Furthermore, if the smaller customers of the combined company are consolidated with larger companies using other printing companies, the combined company could lose its customers to competing printing companies.

The printing industry is highly competitive and expected to remain so. Any failure on the part of the combined company to compete effectively in the markets it serves could have a material adverse effect on its results of operations, financial condition or cash flows and could require changes to the way it conducts its business or require it to reassess strategic alternatives involving its operations.

The combined company may not be able to improve its operating efficiency rapidly enough to meet market conditions.

Because the markets in which the combined company is expected to compete are highly competitive, the combined company will need to continue to improve its operating efficiency in order to maintain or improve its profitability. There is no assurance that the combined company will be able to do so in the future. In addition, the need to reduce ongoing operating costs may result in significant up-front costs to reduce workforce, close or consolidate facilities, or upgrade equipment and technology.

A significant portion of the combined company’s revenues are expected to be derived from long-term contracts with customers, which may not be renewed on similar terms and conditions or may not be renewed at all. The failure to renew or be awarded such contracts could materially adversely affect the combined company’s results of operations, financial condition and cash flows.

Quad/Graphics and World Color Press have derived a significant portion of their respective revenues from long-term contracts with important customers. It is possible that the completion of the arrangement could result in the combined company’s loss of important customers or in the nonrenewal of such contracts. If the combined

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company loses important customers, is unable to renew such contracts on similar terms and conditions, or at all, or is not awarded new long-term contracts with important customers in the future, its results of operations, financial condition and cash flows may be adversely affected.

Changes in postal rates, postal regulations and postal services may adversely impact demand for the combined company’s products and services.

Postal costs are a significant component of the cost structures of many of the anticipated customers of the combined company and postal rate changes can influence the number of pieces that these customers will be willing to mail. Any resulting decline in print volumes mailed could have an adverse effect on the business of the combined company. In addition, integrated distribution with the postal service is expected to be an important component of the business of the combined company. Any change in the current service levels provided by the postal service could impact the demand that customers have for print services. The United States Postal Service has reported net losses in the last three fiscal years and has estimated a net loss for its current fiscal year and, as a result, may come under increased pressure to adjust its postal rates and service levels.

The current recessionary global market and economic conditions and the effects of these conditions on the combined company’s customers may adversely affect the combined company’s results of operations.

The challenges posed by the economy throughout 2009 are expected to remain in 2010, impacting the combined company’s results of operations in 2010. The general economic difficulties continue to impact all of the customers in all of the geographies the combined company is expected to serve. Economic difficulties may also result in restructuring actions and associated expenses and impairment of long-lived assets, including goodwill and other intangibles. Uncertainty about future economic conditions makes it difficult to forecast results of operations and to make decisions about future investments. Delays or reductions in customers’ spending are expected to have an adverse effect on demand for the combined company’s products and services, and consequently its results of operations, financial position and cash flow, and those adverse affects could be material. Economic downturns may affect the combined company’s credit ratings, which, if downgraded, could impact its ability to borrow and cause its borrowing costs to increase.

Pricing and demand for the combined company’s printing services may fluctuate significantly based on factors outside of its control.

Pricing and demand for printing services have fluctuated significantly in the past, have declined significantly in recent years and may continue to decline from current levels. Any increases in the supply of printing services or decreases in demand could cause prices to continue to decline, and prolonged periods of low prices, weak demand and/or excess supply could have a material adverse effect on the combined company’s business growth, results of operations and liquidity.

The combined company’s revenue is expected to be subject to cyclical and seasonal variations and may fluctuate significantly based on factors outside of its control.

The business in which the combined company will operate is sensitive to general economic cycles and may be adversely affected by the cyclical nature of the markets it serves, as well as by local, regional, national and global economic conditions. The combined company’s business operations are expected to be seasonal, as has been the case for Quad/Graphics’ and World Color Press’ independent businesses. Quad/Graphics and World Color Press have recognized the majority of their respective historical operating income during the past five years in the third and fourth quarters of the financial year, primarily as a result of the higher number of magazine pages and back-to-school, retail and holiday catalog promotions occurring during these periods. Within any year, this seasonality could adversely affect the combined company’s cash flows and results of operations.

Technological changes may adversely affect the combined company’s products and services and may require the combined company to make capital expenditures to maintain its platforms and processes and to remain technologically and economically competitive, which may increase its costs or disrupt its operations.

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Technological changes continue to increase the accessibility and quality of electronic alternatives to traditional delivery of printed documents through the online distribution and hosting of media content and the electronic distribution of documents and data. The acceleration of consumer acceptance of such electronic media, as an alternative to print materials, may decrease the demand for the combined company’s printed products or result in reduced pricing for the its printing services.

Because production technologies continue to evolve, Quad/Graphics and World Color Press have had to make significant capital expenditures to develop and maintain their respective platforms and processes, and the combined company is expected to be required to make capital expenditures to maintain its platforms in the future. The combined company also may be required to make capital expenditures and successfully develop and integrate new technologies to remain technologically and economically competitive. If the combined company cannot obtain adequate capital or does not respond adequately to the need to develop and integrate changing technologies in a timely manner, its results of operations, financial condition or cash flows may be adversely affected.

The combined company may be adversely affected by increases in its operating costs, including the cost and availability of raw materials, labor-related costs, fuel and other energy costs and freight rates.

Quad/Graphics and World Color Press have used, and the combined company is expected to use, paper, ink and energy as their primary raw materials. The price of such raw materials has fluctuated over time and has caused fluctuations in Quad/Graphics’ and World Color Press’ respective net sales and cost of sales. This volatility may continue and may cause fluctuations in the combined company’s net sales and cost of sales, and the combined company may experience increases in the costs of its raw materials in the future as prices in the overall paper, ink and energy markets are expected to remain beyond its control.

In general, Quad/Graphics and World Color Press have been able to pass along increases in the cost of paper to many of their respective customers. If the combined company is unable to continue to pass along increases in the cost of paper to its customers, future increases in these items would adversely affect its margins and profits. If the combined company passes along increases in the cost of paper and the price of the combined company’s services increases as a result, customer demand could be adversely affected and thereby negatively impact the combined company’s financial performance.

Quad/Graphics and World Color Press have less frequently been able to pass along increases in the cost of ink and energy to their respective customers. If the combined company is unable to pass along increases in the cost of ink and energy, future increases in these items would adversely affect its margins and profits. If the combined company is able to pass along increases in the costs of ink and energy and the price of the combined company’s services increases as a result, customer demand could be adversely affected and thereby negatively impact the combined company’s financial performance.

Due to the significance of paper in the combined company’s business, it is expected to be dependent on the availability of paper. In periods of high demand, certain paper grades have been in short supply, including grades used in the businesses of Quad/Graphics and World Color Press. In addition, during periods of tight supply, many paper producers allocate shipments of paper based upon historical purchase levels of customers. Although Quad/Graphics and World Color Press generally have not experienced significant difficulty in obtaining adequate quantities of paper, unforeseen developments in the overall paper markets could result in a decrease in the supply of paper and could adversely affect the combined company’s revenues or profits.

In addition, the combined company may not be able to resell waste paper and other by-products or the prices received for their sale may decline substantially.

Labor represents a significant component of the respective cost structures of Quad/Graphics and World Color Press and is expected to represent a significant component of the cost structure of the combined company. Increases in wages, salaries and benefits, such as medical, dental, pension and other post-retirement benefits, may impact the combined company’s financial performance. Changes in interest rates, investment returns or the regulatory environment may impact the amounts the combined company will be required to contribute to the pension plans that it will sponsor and may affect the solvency of its pension plans.

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Freight rates and fuel costs represent a significant component of the respective cost structures of Quad/Graphics and World Color Press and are expected to represent a significant component of the cost structure of the combined company. If the combined company is not able to pass along a substantial portion of increases in freight rates or in the price of fuel, these increases could adversely affect operating costs or customer demand and thereby negatively impact the combined company’s financial performance.

Quad/Graphics’ existing debt facilities include, and the debt facilities Quad/Graphics expects to enter into in connection with the consummation of the arrangement will include, various covenants imposing restrictions that may affect the combined company’s ability to operate its business.

On September 1, 1995, as last amended on January 26, 2006, Quad/Graphics entered into a Senior Secured Note Agreement (sometimes referred to as the Master Note and Security Agreement) pursuant to which, Quad/Graphics has issued over time senior notes in an aggregate principal amount of $1.13 billion in various tranches. As of December 31, 2009, the borrowings outstanding under the Master Note and Security Agreement were $725.9 million. The Master Note and Security Agreement will remain outstanding after the consummation of the arrangement, and includes certain financial covenants, with all of the following terms as defined in such agreement. Among these covenants, Quad/Graphics must maintain the following:

· Consolidated net worth of at least $745.8 million as of December 31, 2009, with minimum requirements increasing by 40% of net income after tax distributions for each year (as of December 31, 2009, Quad/Graphics’ consolidated net worth was $877.2 million);

· An initial ratio of total liabilities to consolidated net worth of not more than 2.50 to 1.00, subject to interim step ups of .50 to account for seasonal peaks (as of December 31, 2009, Quad/Graphics’ ratio was 1.35 to 1.00);

· An interest coverage ratio on a rolling 12 month basis of not less than 2.25 to 1.00 (for the year ended December 31, 2009, Quad/Graphics’ interest coverage ratio was 4.28 to 1.00); and

· A fixed charge coverage ratio of not less than 1.50 to 1.00 (for the year ended December 31, 2009, Quad/Graphics’ fixed charge coverage ratio was 2.47 to 1.00).

As of and for the year ended December 31, 2009, Quad/Graphics was in compliance with all of these, and all other, covenants under the Master Note and Security Agreement. While Quad/Graphics currently expects to be in compliance in future periods, there can be no assurance that financial covenants under the Master Note and Security Agreement will continue to be met. Quad/Graphics’ failure to comply with these financial covenants could prevent Quad/Graphics from borrowing additional amounts and could result in a default under any of the other debt agreements of Quad/Graphics. Such default could cause the indebtedness outstanding under the Master Note and Security Agreement and other credit facilities, by virtue of cross-acceleration or cross-default provisions, to become immediately due and payable.

Quad/Graphics also has executed a $1.2 billion debt financing commitment letter with certain lenders pursuant to which it expects to borrow up to $800 million in the form of a term loan and enter into a $400 million revolving credit facility in connection with the completion of the arrangement. These senior secured credit facilities will be subject to quarterly financial covenants, with all of the following terms as defined in the documents to be executed. Among those covenants, Quad/Graphics will be required to maintain the following:

· A maximum leverage ratio, defined as total debt to consolidated EBITDA (EBITDA defined not to include restructuring charges or transaction expenses), not in excess of 3.75 to 1.00, with a step down to 3.50 to 1.00 at December 31, 2012 and a further step down to 3.25 to 1.00 at December 31, 2013;

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· A minimum interest coverage ratio, defined as consolidated EBITDA to consolidated cash interest expense, of not less than 3.00 to 1.00, with a step up to 3.25 to 1.00 at December 31, 2011 and a further step up to 3.50 to 1.00 at December 31, 2012; and

· Consolidated net worth of at least $745.8 million plus 40% of consolidated net income cumulatively.

The covenants are also expected to include certain limitations on acquisitions, indebtedness, liens, dividends and repurchases of capital stock. While Quad/Graphics currently expects to be in compliance with these expected covenants in future periods, there can be no assurance that they will be met.

World Color Press has significant liabilities with respect to its defined benefit pension plans and other postretirement benefits that could grow in the future and cause the combined company to incur additional costs.

World Color Press sponsors defined benefit pension plans for employees in the United States and Canada. The majority of the plans’ assets are held in North American and global equities and fixed income or debt securities. The asset allocation as of December 31, 2009 was approximately 62% equities, 35% debt securities and 3% other. World Color Press also maintains postretirement benefits for its employees.

Following the recent declines in global equity markets, World Color Press had, as of December 31, 2009, underfunded pension and other postretirement benefit liabilities of approximately $310 million for its United States defined benefit plans and other postretirement benefits. Under current United States pension law, pension funding deficits are generally required to be funded over a seven-year period. Over the next two financial years, under current United States pension law, the contributions required to the United States plans are expected to total approximately $102 million.

Following the recent declines in global equity markets, World Color Press had, as of December 31, 2009, an unfunded liability for pension and other postretirement benefits of approximately CAD$76 million in its Canadian defined benefit pension plans and other postretirement benefits. Under current Canadian legislation, pension solvency deficits are required to be funded over a ten-year period. Under the current funding rules in Canada, contribution requirements for the Canadian plans are expected to be approximately CAD$32 million over the next two financial years.

World Color Press’ pension deficits may increase or decrease depending on changes in the levels of interest rates, pension plan investment performance, pension legislation and other factors. Additional significant declines in global, and in particular North American, equity markets would increase, and possibly significantly increase, World Color Press’ potential pension funding obligations. Any significant increase in World Color Press’ required contributions could have a material adverse impact on the business, financial condition, results of operations and cash flows of the combined company.

In addition to its single employer defined benefit plans, World Color Press also participates in multi-employer pension plans in the United States and Canada. Following the recent declines in the global equity markets, the financial condition of these plans has been negatively affected. World Color Press has received notice that certain plans in which it participates are in critical status, as defined in Section 432 of the Internal Revenue Code. As a result, World Color Press may be subject to increased contribution rates associated with these plans or other multi-employer pension plans suffering from declines in their funding levels.

Furthermore, due to the fact that these multiemployer plans have unfunded vested benefits, World Color Press would be subject to a withdrawal liability under applicable law if it were to incur a complete or partial withdrawal from the plans in connection, for example, with a restructuring. In 2009, the plans provided estimates to World Color Press of its exposure, assuming a hypothetical immediate and complete withdrawal from the plans at the time of such estimates. Based on those plan estimates, the pre-tax withdrawal liability in that scenario could have been greater than $100 million in the aggregate. However, World Color Press is not able to determine the exact amount of its potential exposure with respect to multiemployer plans because the amount of that exposure could be higher or lower than the estimate, depending on, among other things, the nature and timing of any

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triggering events and the funded status of the plans at that time. If, in the future, World Color Press withdraws from any of these plans, additional liabilities would need to be recorded. While it is possible that this would occur in the future, World Color Press has not made any decision to incur a partial or complete withdrawal from these plans.

The combined company may be adversely affected by strikes and other labor protests.

As of February 10, 2010, World Color Press had a total of approximately 16,000 employees in the United States and Canada, of which approximately 34% were represented by a labor organization. None of Quad/Graphics’ employees in North America were unionized.

As of February 10, 2010, World Color Press had 36 collective bargaining agreements in Canada and the United States. As of December 31, 2009, Quad/Graphics had none in the United States or Canada. On May 5, 2009, various United States subsidiaries of World Color Press entered into a memorandum of understanding with the labor organizations representing certain of its employees in the United States. The memorandum of understanding memorialized wage and benefit concessions from such employees and is due to expire on December 31, 2010. Quad/Graphics’ current intent is to negotiate with the appropriate labor organizations so that the expiration of the memorandum of understanding does not have a negative impact on the combined company’s labor costs. Depending on the results of such negotiations, the wage and benefit concessions may expire and, in such event, would have a negative effect on the labor costs of the combined company.

As of December 31, 2009, Quad/Graphics and World Color Press had approximately 4,600 employees outside of the United States and Canada, the majority of which are either governed by agreements that apply industry-wide, by a collective agreement or through works councils or similar arrangements.

While Quad/Graphics’ and World Color Press’ relations with their respective employees are stable and there has not been any material disruption in operations resulting from labor disputes, the companies cannot be certain that they will be able to maintain a productive and efficient labor environment. The companies cannot predict the outcome of any future negotiations relating to the renewal of the collective bargaining agreements, nor can there be any assurance with certainty that work stoppages, strikes or other forms of labor protests pending the outcome of any future negotiations will not occur. A strike or other forms of labor protest affecting a series of major plants in the future could materially disrupt the combined company’s operations and result in a material adverse impact on its financial condition, results of operations and cash flows, which could force the combined company to reassess its strategic alternatives involving certain of its operations.

The combined company may be adversely affected by interest rates, foreign exchange rates and credit risk.

Following the completion of the arrangement, a significant portion of Quad/Graphics’ borrowings under a credit agreement will be subject to variable interest rates. As a result, the combined company is expected to be exposed to market risks associated with fluctuations in interest rates, and increases in interest rates could adversely affect the combined company.

Because a portion of the combined company’s operations are expected to be outside the United States, significant revenues and expenses will be denominated in local currencies. Although operating in local currencies may limit the impact of currency rate fluctuations on the results of operations of the combined company’s non-U.S. subsidiaries and business units, fluctuations in such rates may affect the translation of these results into the combined company’s financial statements. To the extent revenues and expenses are not in the applicable local currency, the combined company may enter into foreign currency forward contracts to hedge the currency risk. There can be no assurance, however, that the combined company’s efforts at hedging will be successful. There is always a possibility that attempts to hedge currency risks will lead to greater losses than predicted.

The combined company will be exposed to risks of loss in the event of nonperformance by the combined company’s customers. Some of the combined company’s customers may be highly leveraged or otherwise subject to their own operating and regulatory risks. Even if the combined company’s credit review and analysis mechanisms work properly, the combined company may experience financial losses in its dealings with customers and other parties. Any increase in the nonpayment or nonperformance by the combined company’s customers could adversely affect the combined company’s results of operations and financial condition.

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The combined company and its facilities will be subject to various laws and regulations, including environmental and privacy laws and regulations, and will become subject to additional laws and regulations in the future, which may subject the combined company to material liability, require it to incur material costs or otherwise adversely affect its results of operations.

The combined company is expected to use various materials in its operations that contain constituents considered hazardous or toxic under environmental laws and regulations. In addition, the combined company’s operations will be subject to a variety of environmental laws and regulations relating to, among other things, air emissions, wastewater discharges and the generation, handling, storage, transportation and disposal of solid waste. Further, the combined company is expected to be subject to laws and regulations designed to reduce the probability of spills and leaks and requiring, in the event of a release, requiring an appropriate response to such an event. Permits are required for the operation of certain businesses of Quad/Graphics and World Color Press, and these permits are subject to renewal, modification and, in some circumstances, revocation.

The combined company’s operations are expected to generate wastes that are disposed of off-site. Under certain environmental laws, the combined company may be liable for cleanup costs and damages relating to contamination at these off-site disposal locations, or at the existing or former facilities of Quad/Graphics or World Color Press, whether or not the combined company, Quad/Graphics or World Color Press know of, or were responsible for, the presence of such contamination. The remediation costs and other costs required to clean up or treat contaminated sites can be substantial. Contamination on and from such current or former locations may subject the combined company to liability to third parties or governmental authorities for injuries to persons, property or natural resources and may adversely affect its ability to sell or rent its properties or to borrow money using such properties as collateral.

The production of paper, which is a significant raw material for Quad/Graphics and World Color Press and will be a significant raw material for the combined company, results in greenhouse gas emissions, as do Quad/Graphics processes. Various laws and regulations addressing climate change are being considered at the federal and state levels. Proposals under consideration include limitations on the amount of greenhouse gas that can be emitted (so-called “caps”) together with systems of trading allowed emissions capacities. The impacts of such proposals could have a material adverse impact on the combined company’s financial condition and results of operations.

It is expected that the combined company will incur ongoing capital and operating costs to maintain compliance with environmental laws, including monitoring its facilities for environmental conditions. Quad/Graphics and World Color Press have taken, and the combined company is expected to take, reserves on their respective financial statements to cover potential environmental remediation and compliance costs as they consider appropriate. There can be no assurance, however, that the liabilities for which reserves have been taken are the only environmental liabilities relating to the current or former locations of Quad/Graphics or World Color Press, that material environmental conditions not known to Quad/Graphics or World Color Press do not exist, that future laws or regulations will not impose material environmental liability on them or the combined company, or cause them or the combined company to incur significant capital and operating expenditures, or that the actual environmental liabilities will not exceed reserves taken. In addition, failure to comply with any environmental regulations or an increase in regulations could adversely affect the combined company’s results of operations and financial condition.

The combined company and its customers may be subject to various Canadian, United States and other foreign consumer protection, data privacy and “do not mail” requirements at the federal, state, provincial and local levels. To the extent that the combined company or its customers become subject to additional or more stringent consumer protection and data privacy and similar requirements, their demand for the combined company’s services may decrease, which could adversely affect the combined company’s results of operations.

In addition, the combined company will be subject to requirements of Canadian, United States and other foreign occupational health and safety laws and regulations at the federal, state, provincial and local levels. These requirements are complex, constantly changing and have tended to become more stringent over time. It is possible that these requirements may change or liabilities may arise in the future in a manner that could have a material adverse effect on the financial condition or results of operations of the combined company. There can be no

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assurance that Quad/Graphics and World Color Press have been, or that the combined company will be, at all times in complete compliance with all such requirements or that the combined company will not incur material costs or liabilities in connection with those requirements in the future.

There will be risks associated with the operations of the combined company outside of the United States and Canada.

The combined company is expected to have operations outside of the United States and Canada. Revenues from the operations of Quad/Graphics and World Color Press outside of the United States and Canada accounted for approximately 15% and 8% of their respective revenues for the year ended December 31, 2009. As a result, the combined company is expected to have operations outside of the United States and Canada and to be subject to the risks inherent in conducting business outside of the United States and Canada, including the impact of economic and political instability and being subject to different legal and regulatory regimes that may preclude or make more costly certain initiatives or the implementation of certain elements of its business strategy.

Because World Color Press’ consolidated financial statements reflect fresh start accounting adjustments starting in the third quarter of 2009, and because of the effects of the transactions that became effective pursuant to the plan of compromise and reorganization under both Chapter 11 of the U.S. Bankruptcy Code and the Companies’ Creditors Arrangement Act (Canada), financial information in future consolidated financial statements will not be comparable to World Color Press’ financial information from prior periods.

On World Color Press’ emergence from creditor protection under Chapter 11 of the U.S. Bankruptcy Code and the Companies’ Creditors Arrangement Act (Canada), World Color Press adopted fresh start accounting in accordance with CICA Handbook Section 1625, Comprehensive Revaluation of Assets and Liabilities, pursuant to Canadian GAAP and Statements of Position 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code (now codified as ASC 852), pursuant to U.S. GAAP. Under fresh start accounting, World Color Press undertook a comprehensive re-evaluation of its assets and liabilities based on the estimated enterprise value of $1.5 billion as established in the plan of compromise and reorganization. Enterprise value is generally defined to be World Color Press’ estimated fair value at the fresh start date, less cash and cash equivalents. As a result of fresh start accounting, World Color Press became a new entity for financial reporting purposes. Accordingly, the consolidated financial statements of World Color Press on or after August 1, 2009 will not be comparable in many respects to World Color Press’ statement of financial position and statement of operations for periods prior to the adoption of fresh start accounting and prior to accounting for the effects of the plan of compromise and reorganization.

A decline in expected profitability of the combined company or individual reporting units of the combined company could result in the impairment of assets, including goodwill, other long-lived assets and deferred tax assets.

The combined company will hold material amounts of goodwill, other long-lived assets and deferred tax assets on its balance sheet. A decline in expected profitability, particularly a continued decline in the global economy, could call into question the recoverability of the related goodwill, other long-lived assets or deferred tax assets and require the combined company to write down or write off these assets or, in the case of deferred tax assets, recognize a valuation allowance through a charge to income. Such an occurrence could have a material adverse effect on the combined company’s results of operations and financial position.

The combined company’s failure to maintain adequate internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 or to prevent or detect material misstatements in its annual or interim consolidated financial statements in the future could result in inaccurate financial reporting, sanctions or securities litigation, or could otherwise harm the combined company’s business.

As a publicly traded company, the combined company will be required to comply with the standards adopted by the Public Company Accounting Oversight Board in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (sometimes referred to as Section 404) regarding internal control over financial reporting. Quad/Graphics, as a private company, is not currently required to, and currently does not, comply with these requirements. The process of becoming compliant with Section 404 may divert internal resources and will

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take a significant amount of time and effort to complete. In addition, Quad/Graphics must also integrate World Color Press’ financial reporting systems, including its internal control over financial reporting, and, as described below, World Color Press’ management had identified a material weakness in internal control over its financial reporting as of December 31, 2008 (which had been eliminated as of December 31, 2009). The combined company may experience higher than anticipated operating expenses, as well as increased independent auditor fees during the implementation of these changes and thereafter. The combined company is required to be compliant under Section 404 by December 31, 2011, and at that time the combined company’s management will be required to deliver a report that assesses the effectiveness of its internal control over financial reporting, and the combined company will be required to deliver an attestation report of its auditors on the effectiveness of its internal controls over financial reporting. Completing documentation of its internal control system and financial processes, remediation of control deficiencies and management testing of internal controls will require substantial effort by the combined company. There can be no assurance that the combined company will be able to complete the required management assessment by its reporting deadline. Failure to implement these changes timely, effectively or efficiently could harm the combined company’s operations, financial reporting or financial results and could result in the combined company being unable to obtain an unqualified report on internal controls from its independent auditors.

As of December 31, 2008, the management of World Color Press reported a material weakness in its internal control over financial reporting. During 2009, World Color Press management developed and implemented internal controls to address this material weakness. As of December 31, 2009, World Color Press management, in considering the remedial measures and other actions taken to improve internal control over financial reporting, has concluded that the material weakness has been eliminated and that the December 31, 2008 Remediation Plans presented in World Color Press’ Annual Report on Form 20-F filed with the SEC on March 27, 2009 have been fully implemented.

If the combined company is unable to maintain effective control over financial reporting following the transaction, such conclusion would be disclosed in its Annual Report on Form 10-K for the year ending December 31, 2011. In the future, the combined company may identify material weaknesses and significant deficiencies which it may not be able to remediate in a timely manner. If it fails to maintain effective internal control over financial reporting in accordance with Section 404, the combined company will not be able to conclude that it has and maintains effective internal control over financial reporting or its independent registered accounting firm may not be able to issue an unqualified report on the effectiveness of the combined company’s internal control over financial reporting. As a result, the combined company’s ability to report its financial results on a timely and accurate basis may be adversely affected, it may be subject to sanctions or investigation by regulatory authorities, including the SEC or the national securities exchange in the United States on which the class A stock is expected to be listed, and investors may lose confidence in the combined company’s financial information, which in turn could cause the market price of the combined company’s common stock to decrease significantly. The combined company also may be required to restate financial statements relating to prior periods.

World Color Press’ bankruptcy may have lingering negative effects on the combined company’s operations and relationships with customers, suppliers and partners.

World Color Press’ bankruptcy may have adversely affected its operations and customer relationships, and these effects may continue after the consummation of the arrangement and affect the combined company’s operations and its ability to attract new customers and maintain favorable relationships with existing customers, suppliers and partners. Any such effects could adversely affect the business of the combined company. In addition, the ongoing claims resolutions process of World Color Press and the expenses incurred in connection with World Color Press’ bankruptcy matters and related legal issues may adversely affect the combined company’s results of operations and financial condition.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy circular/prospectus and the documents that are incorporated by reference into this proxy circular/prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be found in the sections of this proxy circular/prospectus entitled “Summary,” “Risk Factors,” “Quad/Graphics Business,” “The Combined Company,” “The Arrangement,” “Quad/Graphics Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere, and generally include all statements other than statements of historical fact, including statements regarding World Color Press’ and/or Quad/Graphics’ future financial position, business strategy, budgets, projected revenues and expenses and objectives of management for future operations. Words such as “may,” “will,” “intend,” “anticipate,” “believe,” “estimate,” “expect,” “plan,” “project” or “should” and similar expressions in this proxy circular/prospectus are often used to identify forward-looking statements.

These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of World Color Press and Quad/Graphics. These risks, uncertainties and other factors could cause actual results to differ materially from those expressed or implied by those forward-looking statements. Among such risks, uncertainties and other factors that may impact Quad/Graphics, World Color Press and the combined company after completion of the arrangement are those described in “Risk Factors” beginning on page 30 and elsewhere in this proxy circular/prospectus, and the following:

· timely and successful completion of the transaction (including the ability of Quad/Graphics and World Color Press to satisfy all of the conditions precedent to the completion of the transaction);

· unexpected costs or unexpected liabilities related to the transaction, or the effects of purchase accounting that may be different from Quad/Graphics’ and World Color Press’ expectations;

· successful integration of the operations of Quad/Graphics and World Color Press;

· the combined company may be unable to achieve the estimated potential synergies or it may take longer or cost more than expected to achieve those synergies;

· macroeconomic conditions and general industry conditions, such as the competitive environment for companies in the printing industry;

· regulatory and litigation matters and risks;

· legislative developments;

· changes in tax or other laws;

· effects of changes in general economic conditions in the countries where Quad/Graphics and World Color Press operate, especially the United States and Canada, including the impact of economic conditions in 2010 on volumes and pricing;

· the impact of fluctuations in interest rates, commodity prices and foreign exchange rates;

· effects of changes in political conditions and developments in the countries where Quad/Graphics and World Color Press operate; and

· the effect of accounting pronouncements issued periodically by standard-setting bodies.

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Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this proxy circular/prospectus or the date of any document incorporated by reference. Except to the extent required by the federal securities laws, the companies undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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QUAD/GRAPHICS BUSINESS

Overview

Over the last 15 years, Quad/Graphics has made substantial, yet disciplined, investments in its manufacturing platform, creating what Quad/Graphics believes is the most efficient and modern manufacturing platform in the commercial printing industry. Quad/Graphics also has made substantial investments in research and development and other technological innovations. These investments have led to the development of various manufacturing process improvements, including innovative press and finishing control systems and material-handling equipment for use in Quad/Graphics’ own operations as well as for sale to other printers worldwide. Quad/Graphics believes that this ongoing innovation focus positions it on the leading edge of technology in the industry. Quad/Graphics believes that this continual investment and innovation and its modern manufacturing platform, together with its focus on customer service and its distribution capabilities, have resulted in Quad/Graphics being one of the most profitable commercial printing companies in the industry, as measured by EBITDA (net earnings attributable to common shareholders plus interest expense, income tax expense, depreciation and amortization) as a percentage of net sales. This profitability, in turn, allows Quad/Graphics to continue to invest in equipment, research and development and other technological innovations to benefit its customers.

World Color Press Acquisition

Quad/Graphics believes that the acquisition of World Color Press will, among other things:

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· enable Quad/Graphics to leverage its efficient, modern manufacturing platform for the benefit of the combined company and its clients;

· create new opportunities for the combined company’s clients to realize distribution efficiencies;

· enable Quad/Graphics to leverage the power of its research and development expertise across the combined company’s larger and more diverse product offerings and client base;

· expand Quad/Graphics’ geographic reach and customer service presence and Quad/Graphics’ range of services and product offerings;

· significantly improve Quad/Graphics’ supply chain management capabilities; and

Industry

General

The global printing industry encompasses a wide range of sectors, including general commercial printing, newspapers and newspaper inserts, directories, books, direct mail, packaging, financial printing, business forms, greeting cards and label and wrapper printing. Printing is one of the largest industries in the United States, with more than 991,000 employees and approximately 36,000 companies generating an estimated $168 billion in annual sales, according to the PIA/GATF 2008 Print Market Atlas. The print industry is also highly fragmented and competitive, with the largest 400 printers representing less than 35% of the overall United States and Canadian market, based on the Printing Impressions PI400 and PIA/GATF 2008 Print Market Atlas. Quad/Graphics operates primarily in the commercial print portion, which includes advertising printing such as direct mail, circulars, brochures, displays, inserts and pamphlets; business cards; stationery; catalogs; directories; newspapers; magazines and books. According to the PIA/GATF 2008 Print Market Atlas, the United States commercial printing sector, excluding newspapers, is estimated to generate approximately $79 billion in sales annually.

Print Industry Trends

Demand for printed products has generally correlated with real gross domestic product growth, as economic activity and advertising spending are key drivers of demand for printing and related services. More recently, the global economic recession has caused advertisers to dramatically reduce spending. Throughout 2008 and 2009, magazine publishers facing diminished advertising pages reduced total page counts, catalog marketers reduced page counts, circulation and the frequency of print campaigns, retailers curbed investments in store inventory and reduced advertising, and other advertisers reduced their direct mail campaigns, particularly in the banking, insurance, credit card, real estate and nonprofit industries. Decreasing print volumes caused by the impacts

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of the economic recession, increases in postage expenses (which significantly outpaced inflation over the last ten years) and the increase in the use of alternative marketing technologies, as discussed below, led many printing businesses to fail and the industry to undergo consolidation. The printing industry consolidation and decreasing print volumes have created significant pricing pressures and excess capacity in the printing industry. According to capacity utilization data from the United States Federal Reserve System, the excess capacity in the printing industry, which had not fully recovered from the 2002 and 2003 recession, further increased recently, with printing industry capacity utilization of 67.4% in January 2010, compared to 69.6%, 77.7% and 80.5% in January 2009, 2008 and 2007, respectively.

In response to the economic recession, Quad/Graphics believes that traditional users of print and print-related services have turned their focus to generating and tracking the highest returns on their marketing dollars. In addition, the emergence of alternative marketing technologies, such as online distribution and hosting of content and mobile technologies, on both a stand-alone basis and in conjunction with other marketing channels, has resulted in these traditional users of print and related services allocating their marketing and advertising spending across a wide and expanding selection of non-print electronic media options. Quad/Graphics believes that advertisers and other traditional users of print find that they receive the greatest return on their marketing dollars when they effectively utilize data to target the appropriate customers and combine digital alternatives with customized print products in a targeted, multi-channel marketing campaign.

In this increasingly multi-channel marketplace, Quad/Graphics believes that the printing industry has been driven to make substantial capital investments in new technologies, such as those to deliver targeted and customized print solutions to integrate effectively its products and services within a multi-channel marketing campaign. In addition, Quad/Graphics believes the commercial print industry has moved towards shorter print runs and increased production efficiency of products with lower page counts and increasing complexity. Finally, Quad/Graphics believes that successful commercial printing companies will invest in finishing and mailing and logistics capabilities to minimize their clients’ total manufacturing cost, which includes mailing and logistics (and is not simply limited to print). For many customers, mailing and distribution represent their largest cost, typically two to three times the cost of their print expense. Therefore, a printer’s ability to impact mailing and distribution expenses through data management and sophisticated, automated manufacturing and finishing equipment is quite valuable to customers.

Seasonality

Advertising and consumer spending trends affect demand in the end markets that Quad/Graphics serves. Historically, demand for printing of magazines and catalogs is higher in the second half of the calendar year, which is driven by increased advertising pages within magazines and seasonal marketing requirements, which, in turn, creates higher demand for catalogs and newspaper inserts. Quad/Graphics expects the seasonality impact in future years to continue to track with historical patterns.

Competitive Advantages

Quad/Graphics believes its success has been fueled by its efficient and modern manufacturing platform, its distribution capabilities, its commitment to ongoing innovation and rapid adoption of technology, its intense customer service focus, its distinct corporate culture and the continuity in its ownership and management. These competitive advantages have resulted in Quad/Graphics being, what it believes, is one of the most profitable commercial printing companies in the industry, as measured by EBITDA as a percentage of net sales. This profitability, in turn, has fueled Quad/Graphics investment in equipment and research and development and other technological innovations, which helps minimize a customer’s cost of production and increase its customers’ revenues.

Efficient and Modern Manufacturing Platform

Quad/Graphics has what it believes is the most efficient and modern manufacturing platform in the commercial printing industry. The key components of Quad/Graphics’ manufacturing platform are described below.

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Quad/Graphics has continuously invested in a disciplined and consistent manner in its manufacturing platform. The investment in modern equipment allows for more pages to be printed for each revolution of the press, reducing the amount of time that each individual printing job takes to complete. In addition, Quad/Graphics’ long-standing commitment to investing in manufacturing process improvements has led to consistent annual increases in productivity, reductions in waste and smaller crew sizes. Quad/Graphics’ investment in its manufacturing platform is based on evaluating investment opportunities on the useful economic life of the underlying equipment rather than focusing on the potential mechanical life of the equipment. This discipline is critical in an industry in which technological change can create obsolescence well before the end of the mechanical life of equipment.

Another key aspect of Quad/Graphics’ modern manufacturing platform is its footprint of large plants (plants having an average size greater than 1.0 million square feet) across the United States. Quad/Graphics believes that the large plant size of the majority of its printing facilities offers Quad/Graphics the scale to drive savings from its investment in efficient and modern equipment and integrated automation and advanced finishing technologies. Redundancy of capacity in major equipment also provides Quad/Graphics with the flexibility to meet difficult customer service requirements, such as late-breaking copy changes or the need to increase or reduce the number of pages or copies in a print run. In addition, Quad/Graphics believes that its large plant structure enables the most optimal distribution by utilizing Quad/Graphics’ in-house distribution services.

Quad/Graphics has also focused on investments in automation designed to reduce headcount and labor costs. Capital investments in advanced applications of robotics and automation and manufacturing process improvements has allowed Quad/Graphics to lower personnel costs through attrition, wage freezes, reduction of overtime and temporary labor, and workforce reductions. This has resulted in Quad/Graphics being able to control labor expenses as a percent of net sales even in the slower economic environment of the last few years.

Quad/Graphics’ distribution capabilities utilize integrated data analysis, finishing technology and logistics operations to maximize distribution efficiency and reduce costs for customers. Quad/Graphics believes that the investment in binding and mailing operations provides customers greater targeting, flexibility and cost savings by creating targeted and variable print communications cost-effectively on a mass scale. Personalization and targeting create the opportunity to reach the right recipients with the right (or relevant) message at the right time, resulting in a significant increase in response rates for Quad/Graphics’ customers. This, in turn, lowers a customer’s overall cost per response. Quad/Graphics believes that its distribution services (including the use of ground and rail) allow it to reduce customer freight costs for shipments to newsstands and postal centers while providing a high level of dependability and rapid response times that are crucial to the delivery of time-sensitive materials. In addition, ownership of a fleet of company-owned tractor-trailers helps ensure that Quad/Graphics will be able to meet its customers’ distribution capacity requirements.

Finally, Quad/Graphics has invested in vertically-integrated, non-print capabilities to assist it in delivering lower costs for its clients, enhancing customer service levels, increasing flexibility and providing more aggregate services to each customer. Such capabilities include data management, imaging, logistics and distribution, ink manufacturing and equipment research and design. This vertical integration allows Quad/Graphics substantial control over critical links in the overall print supply chain, such as Quad/Graphics’ ink manufacturing capabilities, that help it control the quality, cost and availability of a key input in the printing process.

Leading Distribution Capabilities

Postal rates are a significant component of many customers’ cost structures and Quad/Graphics believes that postal costs influence the number of pieces that its customers print and mail. Through its logistics operations, finishing technology and integrated data analysis, Quad/Graphics manages the distribution of most of the products of its United States customers to maximize efficiency and reduce these costs for its customers. Quad/Graphics helps its customers reduce their overall postage costs through what it believes is the industry’s largest co-mail program. Quad/Graphics’ co-mail program involves the sorting and bundling of printed products to be mailed to consumers, in order to facilitate better integration with the United States Postal Service. The United States Postal Service offers significant work-sharing discounts for this sorting and bundling as it reduces handling by the postal service. Quad/Graphics’ products are co-mailed directly from the manufacturing facility in which they are produced, eliminating additional freight charges and time from stand-alone consolidation facilities typically utilized in the

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industry. In 2009, Quad/Graphics co-mailed more than 2.2 billion magazines and catalogs, earning in excess of $70 million in discounts from the United States Postal Service on behalf of its customers.

Quad/Graphics is also able to leverage the volume of products running through its large plants for further customer distribution savings. In addition, Quad/Graphics’ facilities are strategically located within a one day’s drive of all major United States population centers, providing its customers the flexibility to print closest to their ultimate consumers.

Commitment to Ongoing Innovation and Rapid Adoption of Technology

Quad/Graphics’ historic and continued commitment to research and development, manufacturing process improvements and other technological innovations has enabled Quad/Graphics to experiment with new processes and develop and maintain what Quad/Graphics believes is leading-edge technology in the commercial printing industry. Quad/Graphics’ engineers, designers and computer experts, working closely with Quad/Graphics’ press and finishing operators, have developed a range of advancements from the manufacturing platform to the finishing department. In fact, in the 2009 Patent Board’s Conglomerate Company Patent Scorecard ™ published in The Wall Street Journal , Quad/Graphics received the highest Research Intensity ™ score of any of the top 50 companies in the Heavy Industrial Equipment sector (moving up from second out of the top 35 companies in 2008). In that same Patent Scorecard ™, in both 2009 and 2008 Quad/Graphics was ranked as the highest printer or printing equipment-related manufacturer in the Industry Impact ™ category, which quantifies how influential a company’s patent portfolio is on the development of technologies in other companies.

The value of Quad/Graphics’ innovations to the industry is supported by the fact that it generates revenue by supplying some of these technology solutions and consulting services to other printers. In particular, Quad/Graphics believes it is an internationally known, leading manufacturer of electronic process control systems and maintains offices in the Netherlands, Ireland, France, Germany, Italy, India, Japan and China to sell and service these products to equipment manufacturers and other printers.

Another example of Quad/Graphics’ technological advantage is the integration of its imaging, manufacturing and distribution networks into a single platform using a networked information technology (IT) infrastructure. This single platform provides seamless information flow across sales and estimating, production planning, scheduling, manufacturing, warehousing, logistics, invoicing, reporting and customer service. Quad/Graphics believes the creation of a single universally-integrated platform across its overall operations is unparalleled in the printing industry.

Intense Focus on Customer Service

Throughout its history Quad/Graphics has focused the attention of the entire organization on customers and their needs. By empowering employees to enact customer solutions, Quad/Graphics provides its clients with a tremendous amount of flexibility, allowing them be more nimble and responsive to the needs of the marketplace. Quad/Graphics “high tech/high touch” approach has led to what Quad/Graphics believes is a reputation for being one of the best service providers in the industry. While transacting a high level of detail on a day-to-day basis, the rapid adaptation and use of technology allows the customer relationship to evolve to a more consultancy oriented exchange, and the service team is positioned to offer more strategic value rather than just manage operational details.

Recognizing that technology is not a substitute for face-to-face relationships, but rather a way to enhance them, Quad/Graphics has equipped its employees to work closely across divisions and all facilities via a singular, integrated network unified by a common culture, language and process at all times. At the center of this integration are Quad/Graphics’ SmartTools™. These real-time information management tools link Quad/Graphics’ people and equipment company-wide, automating the exchange of information and streamlining the entire printing process from creation and imaging through to press, finishing and distribution. SmartTools™ extend to Quad/Graphics’ clients as well, providing 24/7 access to the very same up-to-the-minute information used universally by Quad/Graphics’ production, customer service and sales representatives, and allowing them to better manage current projects and plan future work.

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Distinct Corporate Culture

Quad/Graphics believes that its distinct corporate culture, which encourages a long-term perspective, an organization-wide entrepreneurial spirit and an opportunistic mentality, has contributed to its long-term success. Quad/Graphics fosters an entrepreneurial environment by empowering and encouraging employees to take responsibility and ownership of projects and enact solutions within a flat hierarchical structure. Employees who have been employed for at least one full calendar year also have a beneficial ownership in Quad/Graphics through company stock held in a profit sharing plan, enhancing the sense of ownership present within the employee base. Quad/Graphics believes that the empowerment, engagement and development of Quad/Graphics’ employee owners fosters a strong partnership approach within the business.

Quad/Graphics invests in its employees by providing ongoing technical, job and safety training; retirement planning; and health and wellness benefits. For example, through QuadMed primary care clinics located at select worksite locations, Quad/Graphics provides high quality, low cost primary medical care and specialty services to employees and their families.

Continuity of Control

The Quadracci family continues to play a significant role at Quad/Graphics. Joel Quadracci, Chairman, President and Chief Executive Officer, is the son of the late founder Harry V. Quadracci, and the Quadracci family maintains a majority equity ownership stake in the company (which will be a majority voting power stake after the consummation of the acquisition of World Color Press) and active membership on the board of directors. Quad/Graphics believes that the continuity of the Quadracci family’s involvement has enabled Quad/Graphics to maintain consistent strategic goals and strategy deployment, ensure continuity in its management team and enable an entrepreneurial culture and core set of values for its employees.

Quad/Graphics is led by an experienced management team with a proven track record in the printing industry. Members of Quad/Graphics’ senior management team average 19 years of experience with Quad/Graphics. This continuity of management helps to maintain consistent strategic goals and strategy deployment and enable Quad/Graphics’ distinct corporate culture throughout the organization.

Strategy

Quad/Graphics is focused on the following strategic goals.

Drive Print as the Foundation of Coordinated Multi-Channel Marketing Campaigns

Quad/Graphics believes that print remains the core element of an effective multi-channel marketing campaign. Quad/Graphics seeks to facilitate coordinated multi-channel marketing campaigns utilizing print, email and personalized websites to engage consumers, drive higher response rates and, thereby, returns for advertisers on their marketing dollars. A 2007 study commissioned by Google found print effective in driving people to the internet where they can seek out additional information. In this study, 70% of those consumers made a purchase following this additional research. Quad/Graphics intends to continue to drive the evolution and relevance of print communications within marketing campaigns by leveraging its:

· efficient and modern manufacturing platform and data analytics capabilities, which allow customers to create customized communications within printed products on a cost-effective basis, with the objective of delivering higher responses at a lower cost; and

· digital media capabilities, which enable effective, coordinated multichannel marketing campaigns.

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Utilize an Efficient and Innovative Distribution Network to Provide Enhanced Value to Customers

Quad/Graphics has made strategic capital expenditure investments to build what it believes is one of the most efficient and innovative distribution networks in the commercial printing industry. Quad/Graphics maintains a fully-integrated, national distribution network that includes:

· in-house transportation and logistics services, including a fleet of company-owned tractor-trailers, that enable rapid deployment of products;

· technology and processes to reduce postage expenses, typically its customers’ largest expense, including an extensive co-mail program that combines and mails numerous clients’ mail pieces together to capture sorting and handling discounts from the United States Postal Service; and

· advanced finishing capabilities that enables enhanced co-mailing efficiencies.

Quad/Graphics intends to continue to invest in new distribution equipment, technology and services to deploy distribution solutions for its customers.

Maximize Operational and Technological Excellence

Quad/Graphics utilizes a disciplined return on capital framework to make significant investments in its print manufacturing platform and data management capabilities to result in what it believes is one of the most integrated, automated, efficient and modern manufacturing platforms in the industry. In addition, a culture of ongoing manufacturing process improvement permeates the organization and drives innovation. The in-house research and development division has been instrumental in developing and deploying what Quad/Graphics believes are industry-leading manufacturing solutions, which has allowed the company to continue to be price competitive and profitable.

Drive Domestic and International Growth in Core and Related Businesses

Quad/Graphics intends to continue to seek opportunities to grow diversified streams of revenue, utilizing core capabilities to expand its print and print-related products and services, grow its core businesses, and strategically increase geographic coverage. Quad/Graphics expects to utilize a combination of organic, partnership and acquisition growth to meet these goals.

Empower, Engage and Develop our Employees

Quad/Graphics believes that its distinct corporate culture, which encourages a long-term perspective, an organization-wide entrepreneurial spirit and an opportunistic mentality, will contribute to its long-term success. Quad/Graphics proactively fosters an entrepreneurial environment by empowering and encouraging employees to take responsibility and ownership of projects and enact solutions within a flat hierarchical structure. Quad/Graphics also endorses a “promotion-from-within” strategy based on the premise that many of its best leaders are those who have had a long tenure with the company and understand its core business and customer base. Quad/Graphics supports the empowerment, engagement and development of its employees by investing in its employee base through education in the latest print technologies as well as job training and leadership principles. In addition, Quad/Graphics supports its employees through retirement planning and the provision of health and wellness benefits.

Segment Description

Quad/Graphics operates primarily in the commercial print portion of the printing industry, with related product and service offerings designed to offer customers complete solutions for communicating their messages to target audiences. Quad/Graphics’ segments are summarized below:

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U.S. Print and Related Services

The U.S. Print and Related Services segment includes Quad/Graphics’ Unites States printing operations, managed as one integrated platform. This segment’s products include catalogs, magazines, special interest publications, direct mail and retail inserts. The related service offerings include data management, imaging, production workflow, direct marketing and logistics services. This segment also includes the design, development, manufacture and service of printing-related auxiliary equipment, as well as the manufacture of ink. The U.S. Print and Related Services segment accounted for approximately 87% of Quad/Graphics’ consolidated net sales in 2009 and 2008 and approximately 97% of its consolidated net sales in 2007.

International

The International segment includes Quad/Graphics’ non-United States printing operations in Europe and South America. This segment provides printed products and related services consistent with the U.S. Print and Related Services segment, with the exception of printing-related auxiliary equipment. The International segment accounted for approximately 13% of Quad/Graphics’ consolidated net sales in 2009 and 2008 and approximately 3% of its consolidated net sales in 2007.

Corporate

The Corporate segment consists of unallocated general and administrative activities and associated expenses including, in part, executive, legal, finance, information technology and human resources.

For additional financial information by segment and by geographic area, see Notes 21 and 22 to the Quad/Graphics consolidated financial statements, respectively.

Competition

The printing industry, with approximately 36,000 companies in the United States, is highly fragmented and competitive. Although there has been industry consolidation, particularly in the past decade, the largest 400 printers still represent less than 35% of the United States and Canadian market, according to the Printing Impressions PI400 and the PIA/GATF 2008 Print Market Atlas. Quad/Graphics also faces competition from alternative sources of communication, including email, the internet, mobile technologies, electronic readers and interactive television.

Across Quad/Graphics’ range of products and services, competition is based on a number of factors, including the following:

· total price of printing, materials and distribution;

· quality;

· range of services offered;

· distribution capabilities;

· customer service;

· availability to schedule work on appropriate equipment;

· on-time production and delivery; and

· state-of-the-art technology to meet a client’s business objectives.

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Customers

Quad/Graphics enjoys long-standing relationships with a diverse base of clients, which includes both national and regional corporations in the United States, Europe and South America. Quad/Graphics’ customers include industry leading blue-chip companies that operate in a wide range of industries and serve both businesses and consumers, including retailers, publishers and direct marketers. Quad/Graphics’ relationship with its ten largest customers averages almost 20 years in duration and Quad/Graphics typically signs multi-year print agreements with these customers.

In 2009, Quad/Graphics served approximately 3,000 customers, and its ten largest customers accounted for approximately 25% of net sales, with none representing more than 6% individually. Quad/Graphics believes that its large and diverse customer base, broad geographic coverage and extensive range of printing and print-related capabilities are competitive strengths.

Patents, Trademarks and Trade Names

Quad/Graphics operates two research and development facilities that support the development of new equipment, process improvements, raw materials and content management and distribution technologies to better meet customer needs and improve operating efficiencies. The company continues to innovate within the printing and print-related industry and, as a result, has developed what it believes to be one of the most powerful patent portfolios in the print industry.

Quad/Graphics currently holds or has rights to commercialize 119 patents and applications relating to its business. Additionally, Quad/Graphics markets products, services and capabilities under a number of trademarks and trade names. The last of Quad/Graphics’ presently issued patents are to expire in 2028, but the company has a number of pending patent applications that it believes will help ensure the continued strength of its portfolio. Quad/Graphics aggressively defends its patent portfolio and intends to continue to do so in the future.

Raw Materials

The primary raw materials Quad/Graphics uses in its print business are paper, ink and energy.

Quad/Graphics generally does not assume paper price risk. The majority of paper used by the company is supplied directly by its customers. For those customers that do not directly supply their own paper, Quad/Graphics makes use of its purchasing efficiencies to supply paper by negotiating with leading paper suppliers to maximize purchasing efficiencies, uses a wide variety of paper grades, weights and sizes, and does not rely on any one supplier. Paper is sold to these customers based on prevailing market rates. While Quad/Graphics generally does not assume paper price risk, higher paper prices and tight paper supplies may have an impact on customers’ demand for printed products. Quad/Graphics’ working capital requirements , including the impact of seasonality, is partially mitigated through the direct purchasing of paper by the majority of Quad/Graphics’ customers.

Quad/Graphics produces the majority of ink used in production, allowing it to control the quality and supply of key inputs. Raw materials for the ink manufacturing process are purchased externally from a variety of suppliers.

Quad/Graphics generally cannot pass on to customers the impact of higher electric and natural gas energy prices on its manufacturing costs, and increases in energy prices in recent years have resulted in higher manufacturing costs for certain of its operations. Quad/Graphics mitigates its risk through natural gas hedges where appropriate. In its logistic operations, however, Quad/Graphics is able to pass a substantial portion of any increase in fuel prices directly to its customers.

Environmental Stewardship

As the owner, lessee or operator of various real properties and facilities, Quad/Graphics is subject to various federal, state and local environmental laws and regulations, including those relating to air emissions; waste

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generation, handling, management and disposal; and remediation of contaminated sites. Historically, compliance with these laws and regulations has not had a material adverse effect on the company’s results of operations, financial position or cash flows. Compliance with existing or new environmental laws and regulations may require Quad/Graphics to make future expenditures.

Quad/Graphics strives to be the leader in the printing industry in adopting new technologies and processes to protect the environment. Quad/Graphics believes it has long been known for its environmental stewardship. In the past decade alone, Quad/Graphics has been awarded more than 25 major environmental achievement honors, both on a state and national level, including becoming the first major manufacturer of any kind to achieve a Leadership in Energy and Environmental Design-Existing Building (LEED-EB) certification for an existing manufacturing site (its Sussex, Wisconsin facility). Quad/Graphics’ proactive approach to incorporate environmentally-friendly practices has also positively impacted operating costs through the reduction of waste, energy use, emissions and labor, as well as through the implementation of water conservation solutions. Quad/Graphics has also undertaken steps to reduce greenhouse gas emissions from its manufacturing processes and to improve fuel efficiency and reduce emissions in its fleet of company-owned tractor trailers.

Employees

As of December 31, 2009, Quad/Graphics had approximately 11,600 employees. None of Quad/Graphics’ current employees in the United States are covered by a collective bargaining agreement. Quad/Winkowski Sp. z.o.o, a wholly owned subsidiary of Quad/Graphics, has a trade union in its facility located in Pila, Poland, but there is no labor contract at the Pila facility. In addition, Anselmo L. Morvillo S.A., an 85% owned subsidiary of Quad/Graphics, has a trade union in Argentina, where Morvillo and the union are parties to a labor contract. Quad/Graphics believes that its employee relations are good and that the company maintains an employee-centric culture.

Business Acquisitions

Quad/Graphics has made several acquisitions to add new products or services, expand geographic coverage or enhance its technology capabilities over the past five years. The most significant of the transactions related to Quad/Graphics’ acquisition of the remaining 32% of the stock Quad/Graphics did not already own of Winkowski Sp. z o.o, a printer located in Pila and Wyszkow, Poland. The transaction was completed on January 30, 2009, and the entity was rebranded QuadWinkowski. QuadWinkowski was previously a joint venture between Quad/Graphics and Winkowski Graficzne Sp. z o.o, originally established in 1998 with Quad/Graphics as a minority partner. QuadWinkowski’s operations, which produce advanced print-production services including digital imaging, web offset and sheet fed printing, finishing and distribution, are included in the International segment.

Legal Proceedings

Quad/Graphics is subject to various legal actions, administrative proceedings and claims arising out of the ordinary course of business. Quad/Graphics believes that such unresolved legal actions, proceedings and claims will not materially adversely affect its results of operations, financial condition or cash flows.

Properties

Quad/Graphics’ corporate office is located in owned office space in Sussex, Wisconsin. In addition, as of December 31, 2009, Quad/Graphics leases or owns 34 facilities in the United States, some of which have multiple buildings and warehouses, and these United States facilities encompass approximately 12.8 million square feet. Quad/Graphics leases or owns 17 international facilities encompassing approximately 1.7 million square feet in Europe and South America. Of the United States and international facilities, approximately 13.7 million square feet of space is owned, while the remaining 0.9 million square feet is leased.

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The following table lists, as of February 19, 2010, Quad/Graphics’ principal manufacturing facilities, all of which are owned except where noted:

Location		Size (Square Feet)

Lomira, Wisconsin, United States		2,253,965
Sussex, Wisconsin, United States		1,846,652
Martinsburg, Virginia, United States		1,720,833
Hartford, Wisconsin, United States		1,571,452
Saratoga Springs, New York, United States		1,024,703
Oklahoma City, Oklahoma, United States		1,010,372
West Allis, Wisconsin, United States		910,625
Wyszkow, Poland		789,640
The Rock, Georgia, United States		767,600
Pila, Poland		589,632
Pewaukee, Wisconsin, United States		316,155
Buenos Aires, Argentina		270,000
Reno, Nevada, United States		181,542
Fredericksburg, Virginia, United States (leased facility)		165,000

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WORLD COLOR PRESS BUSINESS

Business Segments and Print Services

World Color Press operates in the commercial print media segment of the printing industry and its business segments are located in two main geographical regions: North America and Latin America.

World Color Press serves the printing needs of retailers and marketers who utilize free-standing retail inserts, catalogs and direct mail. The scale and breadth of technology in World Color Press’ print production platform offers customers the option for large, multi-versioned advertising campaigns, while special catalog services help customers compile lists for distribution, co-mailing, co-stitching and selective-binding capacity, as well as provide ink-jet addressing and messaging for each recipient. World Color Press has direct mail facilities that provide complete direct mail production services from the data programming stages through to bulk mailing.

Publishers use World Color Press to print Sunday magazines, books, magazines and directories. World Color Press is a leader in the application of new technologies for book production, including electronic pre-media, information networking and digital printing.

The pre-media services of World Color Press include a complete spectrum of film and digital preparation services. Digital preparation services include the color electronic pre-media system, which takes art work from concept to final product, and desktop publishing, which gives the customer greater control over the finished product. These specialized digital and pre-media facilities provide customers high quality, 24-hour preparatory services linked directly to World Color Press’ various printing facilities. World Color Press’ co-mailing and logistics services help magazine publishers reduce costs and improve distribution. Logistics services provides mailing list, shipping and distribution expertise which include the ability to plan, deliver and track customized, flexible mailing strategies based on the client’s specific distribution requirements. These services are also offered to third party customers.

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World Color Press is a leading printer in Latin America, with a manufacturing presence in Argentina, Brazil, Chile, Columbia, Mexico and Peru. The Latin America business segment offers the same broad range of print and print services similar to those offered in North America with the exception of direct mail products. The Latin American platform also serves as a competitive alternative to Asia in the printing of books for which time-to-market is not a significant factor.

Manufacturing and Technology

World Color Press’ manufacturing platform provides customers with multi-versioning options as well as a variety of other value-added services, and enables World Color Press to print simultaneously for its customers in multiple facilities reducing cycle time and transportation costs. Print and production technology have undergone substantial technological advances over the past decade, resulting in significant improvements in both speed and print quality. As a result, World Color Press has invested in faster, more efficient and high quality presses, allowing it to further improve efficiency and meet the needs of both publishers and retailers.

Pre-media has continued to adapt to ever changing technology advancements and embrace web-enabled digital workflows, while the latest hardware and software solutions help drive the services upstream in the creative process and downstream to print and web media options.

Sales and Marketing

World Color Press’ sales and marketing activities are highly integrated and reflect an increasingly international approach to meeting customers’ needs that are complemented by product-specific sales efforts. Sales representatives are located in facilities or in regional offices throughout North America and Latin America, generally close to their customers and prospects. Each sales representative has the ability to sell into any facility in its network. This enables the customer to coordinate simultaneous printing throughout World Color Press’ network through one sales representative.

* * * * *

For additional information about World Color Press, see World Color Press’ annual report on Form 40-F for the year ended December 31, 2009 filed with the SEC on March 1, 2010 and all other documents filed by World Color Press with the SEC that are incorporated by reference in this prospectus/proxy circular. See “Where You Can Find More Information” beginning on page 245.

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THE SPECIAL MEETING OF WORLD COLOR PRESS SHAREHOLDERS

Date, Time and Place of World Color Press Special Meeting

The World Color Press special meeting of shareholders will be held on , 2010 at a.m., local time, at .

Matters to be Considered

At the World Color Press special meeting, holders of World Color Press common shares and World Color Press preferred shares will be asked to:

1. Consider, pursuant to the Interim Order of the Superior Court of Québec, District of Montréal, dated , 2010, as the same may be amended and, if deemed advisable, to pass, with or without variation, the arrangement resolution, the full text of which is attached to this proxy circular/prospectus in Annex A , to approve an arrangement under Section 192 of the CBCA involving, among other things, the acquisition by Quad/Graphics of all of the issued and outstanding common shares of World Color Press and the redemption of all of the issued and outstanding preferred shares of World Color Press; and

2. Transact such other business as may properly come before the special meeting or any adjournment(s) or postponement(s) of the special meeting.

The arrangement agreement, the arrangement resolution and the plan of arrangement are attached as Annex A to this proxy circular/prospectus. World Color Press shareholders are encouraged to read the arrangement agreement and related exhibits in their entirety and the other information contained in this proxy circular/prospectus, including the annexes, carefully before deciding how to vote.

Recommendation of the World Color Press Board of Directors

After careful consideration, the World Color Press board of directors unanimously determined that the arrangement agreement and the transactions contemplated by the arrangement agreement, including the arrangement, are fair to the holders of World Color Press common shares and in the best interests of World Color Press and has unanimously approved and adopted the arrangement agreement, the plan of arrangement and the transactions contemplated by the arrangement agreement. The World Color Press board of directors unanimously recommends that World Color Press shareholders vote FOR the arrangement resolution.

Record Date and Entitlement to Vote

The World Color Press board of directors has fixed 5:00 p.m. (Eastern Time) on , 2010 as the record date for determination of shareholders entitled to notice of and to vote at the World Color Press special meeting. Only holders of World Color Press common shares and World Color Press preferred shares at 5:00 p.m. (Eastern Time) on the record date are entitled to vote at the World Color Press special meeting.

As of , 2010, there were World Color Press common shares and World Color Press preferred shares outstanding and entitled to vote at the World Color Press special meeting.

Each holder of World Color Press common shares is entitled to one vote for each World Color Press common share owned at 5:00 p.m. (Eastern Time) on the record date. Each holder of World Color Press preferred shares is entitled to vote[s] for each World Color Press preferred share owned at 5:00 p.m. (Eastern Time) on the record date. To vote by telephone or via the Internet, see the instructions attached to your proxy card(s).

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Registered Holders of World Color Press Shares

If you are a registered holder of World Color Press common shares or World Color Press preferred shares at 5:00 p.m. (Eastern Time) on the record date, you are entitled to attend the World Color Press special meeting in person or by proxy and to cast votes in respect of the shares held by you on the record date.

Non-Registered Shareholders

The information in this section is important to many shareholders of World Color Press as a substantial number of such shareholders do not hold their shares of World Color Press in their own name.

Non-registered shareholders should note that only proxies deposited by World Color Press shareholders whose names appear on the share register of World Color Press may be recognized and acted upon at the special meeting. If World Color Press common shares or World Color Press preferred shares are shown in an account statement provided to a non-registered shareholder by an intermediary, then in almost all cases the name of such non-registered shareholder will not appear in the share register of World Color Press. Such shares will most likely be registered in the name of the broker or an agent of the broker. In Canada, the vast majority of such shares of World Color Press will be registered in the name of CDS Clearing and Depositary Services Inc., which acts as a nominee for many brokerage firms. Such shares can only be voted by intermediaries in accordance with instructions received from the non-registered shareholders. As a result, non-registered shareholders of World Color Press should carefully review the voting instructions provided by their intermediary with this proxy circular/prospectus and ensure that they direct the voting of their shares of World Color Press in accordance with those instructions.

Applicable securities laws in the provinces and territories of Canada require intermediaries to seek voting instructions from non-registered shareholders of World Color Press in advance of the special meeting. Each intermediary has its own mailing procedures and provides its own return instructions to clients. The purpose of the form of proxy or voting instruction form provided to a non-registered shareholder by such non-registered shareholder’s intermediary is limited to instructing the registered holder on how to vote such shares on behalf of the non-registered shareholder. Most brokers in Canada now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (sometimes referred to as Broadridge). Broadridge typically prepares voting instruction forms, mails those forms to non-registered shareholders and asks those non-registered shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of such shares at the meeting. A non-registered shareholder receiving a voting instruction form from Broadridge cannot use that form to attend and vote their shares of World Color Press directly at the special meeting. Instead, a non-registered shareholder wishing to attend and vote its shares directly at the meeting must follow the instructions for doing so provided by Broadridge or its intermediary. Voting instruction forms must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the meeting in order to ensure that such shares are voted.

Quorum

Pursuant to the Interim Order, attendance in person or by proxy of holders of at least 10% of the voting rights attached to the issued and outstanding World Color Press common shares and preferred shares entitled to vote on the arrangement resolution at the World Color Press special meeting will constitute a quorum for the transaction of business at the special meeting. If a quorum is not present, the special meeting may be adjourned to allow additional time for obtaining additional proxies or votes. At any subsequent reconvening of the World Color Press special meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the World Color Press special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the subsequent meeting.

Required Vote

In accordance with the Interim Order, the arrangement resolution will be approved if a quorum in respect of the World Color Press common shares and the World Color Press preferred shares is present as described above and

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at least two-thirds of the votes cast by the holders of World Color Press common shares and the holders of World Color Press preferred shares, voting together as a single class, on the arrangement resolution are cast in favor of it.

Any spoiled votes, illegible votes and defective votes will be considered not to be votes cast.

If you do not return your proxy or submit your proxy by telephone or via the Internet or vote in person at World Color Press’ special meeting, your vote will not be counted.

Voting Shares and Principal Holders of Voting Shares

On , 2010, there were outstanding World Color Press common shares and World Color Press preferred shares. Each World Color Press common share carries the right to one vote and each World Color Press preferred share carries the right to vote[s] at the World Color Press special meeting.

As of the record date, the only shareholders that, to the knowledge of World Color Press management, owned beneficially, or exercised control or direction over more than 10% of the total outstanding World Color Press common shares were:

· The Catalyst Group Inc., which controlled World Color Press common shares or approximately % of the total outstanding World Color Press common shares as of that date;

· Avenue Capital Management II, LP, which controlled World Color Press common shares or approximately % of the total outstanding World Color Press common shares as of that date; and

· Société Générale (Canada), which controlled World Color Press common shares or approximately % of the total outstanding World Color Press common shares as of that date.

· The Catalyst Group Inc., which controlled World Color Press preferred shares or approximately % of the total outstanding World Color Press preferred shares as of that date;

· Avenue Capital Management II, LP, which controlled World Color Press preferred shares or approximately % of the total outstanding World Color Press preferred shares as of that date;

· Société Générale (Canada), which controlled World Color Press preferred shares or approximately % of the total outstanding World Color Press preferred shares as of that date; and

· Centerbridge Credit Partners Master, L.P., which controlled World Color Press preferred shares or approximately % of the total outstanding World Color Press preferred shares as of that date.

On the record date, directors and executive officers of World Color Press and their affiliates beneficially owned and had the right to vote:

· World Color Press common shares, representing approximately % of the total outstanding World Color Press common shares as of that date; and

· World Color Press preferred shares, representing approximately % of the total outstanding World Color Press preferred shares as of that date.

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Proxies

Your vote is very important. Whether or not you plan to attend the World Color Press special meeting, we urge you to vote promptly to ensure that your shares are represented at the meeting. You may vote by mail by dating and signing the enclosed form of proxy and promptly returning it in the postage-paid envelope provided. For a proxy to be valid, you (or your attorney, who must be authorized in writing) must sign and date it, and must either return it in the envelope provided or deposit it at the offices of Computershare Investor Services Inc. at not later than 5:00 p.m. (Eastern Time) on , 2010 or, if the World Color Press special meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before the time the adjourned World Color Press special meeting is to be reconvened. An undated but executed proxy will be deemed to be dated the date of this document.

You may also cast your vote by proxy via the Internet at the website indicated on your proxy card or by telephone by calling the toll-free number shown on your proxy card and following the instructions. You must do so not later than 5:00 p.m. (Eastern Time) on , 2010 or, if the World Color Press special meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before the time the World Color Press special meeting is to be reconvened. You will also need your control number located on the front of your proxy card to identify yourself to the system. If you submit your proxy via the Internet or by telephone, please do not return a signed form of proxy. A signed and completed form of proxy or properly submitted telephone or Internet proxy received by World Color Press prior to or at the World Color Press special meeting will be voted as instructed.

There are two forms of proxy applicable to World Color Press shares: a [blue] proxy applicable to holders of World Color Press common shares and a [white] proxy applicable to holders of World Color Press preferred shares. Please be sure to execute a vote—by telephone, Internet or mail—with regard to each form of proxy you receive.

If you need an additional form of proxy, please contact our proxy solicitor, , toll free at (English speakers) or (French speakers). Banks and brokers may call collect at .

If your broker or other nominee or intermediary holds your shares in its name, carefully follow the instructions given to you by your broker or other intermediary to ensure that your shares are properly voted.

Voting of Proxies

The individuals named in the enclosed form of proxy will vote the World Color Press shares represented by proxy in accordance with the instructions of the World Color Press shareholder who appointed them. If you submit a validly executed proxy without providing instructions, the World Color Press shares represented by the proxy will be voted ‘‘FOR’’ the arrangement resolution. The enclosed form of proxy, when properly completed and signed, confers discretionary authority on the appointed individuals to vote as they see fit on any amendment or variation to any of the matters identified in the notice of the World Color Press special meeting and on any other matter that may properly be brought before the World Color Press special meeting unless you direct that discretionary authority is not conferred on such individual. At the date of this document, neither the World Color Press board of directors nor management of World Color Press is aware of any variation, amendment or other matter to be presented for a vote at the World Color Press special meeting.

Revocation of Proxies

If you are a registered holder of World Color Press common shares or World Color Press preferred shares, you may revoke a proxy in several ways:

· by entering a new vote by telephone or the Internet prior to 5:00 p.m. (Eastern Time) on , 2010;

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· by executing, or having your attorney (who must be authorized in writing) execute, a written revocation of your proxy and delivering it to the Corporate Secretary of World Color Press or the offices of Computershare Investor Services Inc. at the address referred to above, at any time up to and including 5:00 p.m. (Eastern Time) on the last business day preceding the date of the World Color Press special meeting, or any adjournment of the World Color Press special meeting, or to the chairman of the World Color Press special meeting at any time before the World Color Press special meeting or any adjournment of the World Color Press special meeting;

· by completing and submitting, or having your attorney (who must be authorized in writing) complete and submit, a later-dated proxy card no later than 5:00 p.m. (Eastern time) on , 2010; or

You may also revoke your proxy in any other manner permitted by law.

Only registered shareholders have the right to revoke a proxy. The execution by a registered shareholder of a proxy will not affect such registered shareholder’s right to attend the meeting and vote in person, provided that such proxy is revoked prior to the commencement of the meeting in the manner described above. Non-registered shareholders who wish to change their vote must arrange for their respective intermediaries to revoke the proxy on their behalf.

Solicitation of Proxies

The management of World Color Press is using this proxy circular/prospectus to solicit proxies from holders of World Color Press common shares and World Color Press preferred shares for use at the World Color Press special meeting and has designated the individuals listed on the enclosed form of proxy as persons whom World Color Press shareholders may appoint as their proxy holders. If you are a World Color Press shareholder and wish to appoint an individual not listed on the enclosed form of proxy to represent you at the World Color Press special meeting, you may do so either by crossing out the names on the enclosed form of proxy and inserting the name of that other individual in the blank space provided on the enclosed form of proxy or by completing another acceptable form of proxy. A proxy nominee need not be a World Color Press shareholder. If the World Color Press shareholder is a corporation, it must execute the proxy by an officer or properly appointed attorney.

World Color Press will bear the expenses in connection with the solicitation of proxies from World Color Press shareholders, except that World Color Press and Quad/Graphics have agreed to share equally out-of-pocket expenses related to the printing and filing of this proxy circular/prospectus. is acting as proxy solicitation agent for World Color Press, for which it will be paid a fee of . will also be reimbursed for its reasonable out-of-pocket expenses in connection with the solicitation. The fees and expenses of will be paid by World Color Press.

World Color Press has engaged Computershare Investor Services Inc. to act as depositary for the receipt of World Color Press share certificates and related letters of transmittal deposited pursuant to the arrangement. The depositary will receive reasonable and customary compensation for its services in connection with the arrangement, will be reimbursed for certain out-of-pocket expenses and will be indemnified by World Color Press against certain liabilities under applicable securities laws and expenses in connection therewith.

Solicitation of proxies may also be made by mail, in person, or by telephone, email, Internet, facsimile, telegram or other means of communication, by World Color Press’ directors, officers and employees. These people will receive no additional compensation for these services, but will be reimbursed for any transaction expenses incurred by them in connection with these services.

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Dissent Rights

If you are a registered holder of World Color Press common shares, in accordance with the Interim Order, you will have the right to dissent from the arrangement resolution. If the arrangement becomes effective and you properly dissent from the arrangement resolution in compliance with the Interim Order, Section 190 of the CBCA and article 3 of the plan of arrangement, you will be entitled to be paid by World Color Press the fair value of the World Color Press common shares you hold, determined as of the close of business on the day before the arrangement resolution is approved.

If you want to dissent, you must dissent for all your shares. If you hold shares on behalf of one or more beneficial owners, Section 190 of the CBCA allows you to dissent only for all the shares you hold on behalf of any one beneficial owner that are registered in your name.

Under Section 190 of the CBCA, you may dissent only for shares that are registered in your name. In many cases, people beneficially own shares that are registered either:

· in the name of an intermediary, such as a bank, trust company, securities dealer, broker, trustee or administrator of “registered retirement savings plans”, “registered retirement income funds”, “registered educational savings plans” and similar plans and their nominees, as these terms are defined under the Income Tax Act (Canada); or

· in the name of a clearing agency in which the intermediary participates, such as CDS Clearing and Depository Services Inc. or The Depository Trust Company.

If you want to dissent and your shares are registered in someone else’s name, you must contact your intermediary and either:

· instruct your intermediary to exercise the dissent rights on your behalf (which, if the shares are registered in the name of a clearing agency, will require that the shares first be re-registered in your intermediary’s name); or

· instruct your intermediary to re-register the shares in your name, in which case you will have to exercise your dissent rights directly.

In other words, if your shares are registered in someone else’s name, you will not be able to exercise your dissent rights directly unless the shares are re-registered in your name.

If you want to dissent in respect of the arrangement resolution, you must provide a written dissent notice to World Color Press’ Corporate Secretary at World Color Press Inc., 999 de Maisonneuve Blvd. West, Suite 1100, Montréal, Québec, H3A 3L4, Attention: Corporate Secretary, facsimile number (514) 877-5104, not later than 5:00 p.m. (Eastern Time) on the business day that is two business days prior to the date of the World Color Press special meeting (or any adjournment or postponement of the World Color Press special meeting). If you do not strictly comply with this requirement, you could lose your right to dissent. This requirement is different from the statutory dissent procedures of section 190 of the CBCA, which would permit a dissent notice to be provided at or prior to the World Color Press special meeting.

If you send a dissent notice, you still have the right to vote at the World Color Press special meeting. However, under the CBCA, if you send a dissent notice and then vote your World Color Press common shares in favor of the arrangement resolution, you will no longer be considered a dissenting shareholder with respect to the World Color Press common shares. You must either vote against the arrangement resolution or abstain to dissent.

The CBCA does not provide (and World Color Press will not assume) that a vote against the arrangement resolution or an abstention constitutes a dissent notice. Similarly, if you give someone a proxy to vote for the arrangement resolution and then revoke the proxy, your revocation does not constitute a dissent notice. However, if you want to dissent, you should revoke any proxy that instructs the proxy holder to vote for the arrangement

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resolution to prevent the proxy holder from voting your shares in favor of the arrangement resolution and causing you to forfeit your dissent rights. For instructions on revoking a proxy, see ‘‘—Revocation of Proxies” beginning on page 64.

If you dissent, World Color Press is required to notify you that the arrangement resolution has been adopted within 10 days after World Color Press’ shareholders adopt the resolution. World Color Press is not required to send you a notice if you vote for the arrangement resolution or withdraw your dissent notice.

If you dissent, you must send World Color Press (to its Corporate Secretary at the address above) a written demand for payment within 20 days after you receive World Color Press’ notice that the arrangement resolution has been adopted. If you do not receive that notice, you must send a written demand for payment within 20 days after you learn that the arrangement resolution has been adopted. Your demand for payment must contain:

· your name and address;

· the number of World Color Press common shares for which you are dissenting; and

· a demand for payment of the fair value of those shares.

Within 30 days of sending a demand for payment, you must send World Color Press (to its Corporate Secretary at the address above) the certificates representing your dissenting shares. If you do not send in your certificates, you forfeit your right to dissent. World Color Press’ transfer agent will endorse on your share certificates a notice that you are a dissenting shareholder and will then send the certificates back to you.

After you send your demand for payment, you will no longer have any rights as a World Color Press shareholder other than the right to be paid the fair value of your shares unless:

· you withdraw your demand for payment before World Color Press makes a written offer to pay;

· World Color Press does not make you a timely written offer to pay and you withdraw your demand for payment; or

· World Color Press’ board of directors revokes the arrangement resolution.

In all three cases described above, your rights as a shareholder will be reinstated, and in the first two cases, your shares will be subject to the arrangement if it has been completed.

Also, under the plan of arrangement, if you duly exercise your dissent rights and are ultimately determined to have the right to be paid the fair value of your shares, you will be deemed to have transferred your shares to World Color Press at the effective time of the arrangement. If you exercise your dissent rights but are ultimately determined for any reason not to have the right to be paid the fair value of your shares, you will be deemed to have participated in the arrangement like any non-dissenting shareholder and you will be entitled to receive, for each World Color Press common share, the number of shares of Quad/Graphics class A stock equal to the Share Exchange Ratio and any cash payable, in each case determined in accordance with the plan of arrangement and the arrangement agreement.

If you dissent, within seven days after the later of the effective date of the arrangement and the date when World Color Press receives your demand for payment, World Color Press is required to send you an offer to pay for your shares. That offer must be in an amount that World Color Press’ board of directors considers to be the fair value of the shares. World Color Press must also send you a statement with the offer to pay showing how the fair value was determined. World Color Press must pay for your shares within 10 days after you accept the offer to pay, but the offer of World Color Press to pay you will lapse if your acceptance is not received within 30 days after it has made the offer to pay.

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If you do not accept the offer or if World Color Press fails to make you an offer to pay after you have sent your demand for payment, World Color Press may apply to a court in the Province of Québec to fix a fair value for the shares of all dissenting shareholders. If World Color Press decides to apply to a court to fix the fair value, it must do so within 50 days after the effective date of the arrangement or within any longer period that the court allows. If World Color Press fails to apply to a court, you may apply to a court in Québec for the same purpose within a further period of 20 days or within any longer period that the court allows. You are not required to give security for the costs of applying to a court.

If World Color Press, you or another dissenting shareholder applies to a court, all dissenting shareholders whose shares have not been purchased by World Color Press will be joined as parties and will be bound by the court’s decision. World Color Press will be required to notify each affected dissenting shareholder of the date, place and consequences of the application and of the shareholder’s right to appear and be heard in person or by counsel. The court may determine whether any person is a dissenting shareholder who should be joined as a party, and the court will then fix a fair value for the shares of all dissenting shareholders. The court will render a final order against World Color Press in favor of each dissenting shareholder and for the amount of the fair value of the dissenting shareholder’s shares. The court may, in its discretion, allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the effective date of the arrangement until the date of payment.

This is only a summary of the dissenting shareholder provisions of the Interim Order, the plan of arrangement and the CBCA, which are technical and complex. The plan of arrangement is included as part of Annex A attached hereto. Copies of Section 190 of the CBCA and the Interim Order are attached hereto as Annex F and Annex G , respectively. If you want to dissent, we recommend that you seek legal advice since, if you fail to comply strictly with the provisions of the Interim Order, the plan of arrangement and the CBCA, you could forfeit your dissent rights.

The Canadian federal income tax consequences to a holder of World Color Press common shares who exercises dissent rights and who receives fair value for the holder’s shares from World Color Press will be different from the consequences to a holder who participates in the arrangement. For more information see ‘‘Material Canadian Federal Income Tax Considerations’’ beginning on page 125.

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THE ARRANGEMENT

World Color Press Arrangement Proposal

At the World Color Press special meeting, holders of World Color Press common shares and World Color Press preferred shares will be asked to vote on the approval of the arrangement resolution and thereby approve the arrangement. The arrangement will not be completed unless World Color Press’ shareholders approve the arrangement resolution .

Background of the Arrangement

The credit crisis and global economic weakness of early 2008 resulted in constrained advertising spending and, in certain cases, financial difficulties for World Color Press’ customers in its North American segment. This put significant downward pressure on both volumes and, to a lesser degree, on price, across nearly all of World Color Press’ North American printing and related services. On January 21, 2008, Quebecor World Inc., later renamed World Color Press, obtained an order from the Québec Superior Court granting creditor protection under the Companies’ Creditors Arrangement Act of Canada for itself and its 53 U.S. subsidiaries. On the same date, World Color Press’ U.S. subsidiaries filed a petition under Chapter 11 of the U.S. Bankruptcy Reform Act of 1978, as amended (sometimes referred to as the U.S. Bankruptcy Code), in the Bankruptcy Court for the Southern District of New York (sometimes referred to as the U.S. Bankruptcy Court). On June 22, 2009, the creditors of World Color Press approved a plan of compromise or reorganization under the Companies’ Creditors Arrangement Act of Canada and Chapter 11 of the U.S. Bankruptcy Code, which was sanctioned by the Québec Superior Court on June 30, 2009 and confirmed by the U.S. Bankruptcy Court on July 2, 2009. The plan was implemented following various transactions that were completed on July 21, 2009, at which time Quebecor World Inc. emerged from bankruptcy protection and adopted the name World Color Press. All references to World Color Press prior to July 21, 2009 refer to Quebecor World Inc.

On May 12, 2009, prior to emerging from bankruptcy protection, World Color Press received a preliminary indication of interest from R.R. Donnelley (sometimes referred to as Donnelley) to purchase all or substantially all of World Color Press’ assets and properties. World Color Press’ then management consulted with outside financial and legal advisors, as well as its creditors, and ultimately decided not to enter into a transaction with Donnelley. At that time, World Color Press’ management and creditors believed that emerging from bankruptcy protection and continuing as a stand-alone entity was more advantageous to World Color Press than the sale of the company on the price and terms proposed by Donnelley.

After World Color Press’ emergence from bankruptcy protection on July 21, 2009, new independent directors were named to the company’s board of directors, including Mark A. Angelson, who became chairman of the board of directors. The new board of directors began to consider World Color Press’ strategic alternatives, including possible joint ventures, asset swaps, business combination transactions and debt refinancing, as well as operational issues such as whether the existing management team was optimal to produce a unified team capable of delivering improved operating and financial results.

On August 11, 2009, Mr. Angelson met with J. Joel Quadracci, president and chief executive officer of Quad/Graphics, to discuss industry developments. During this meeting, Mr. Angelson suggested to Mr. Quadracci that Quad/Graphics consider a combination with World Color Press. Thereafter, Quad/Graphics’ senior management concluded that it was advisable to continue preliminary discussions with World Color Press to investigate further the potential advantages and disadvantages of the proposed combination for consideration by the Quad/Graphics board of directors.

On August 19, 2009, a meeting was held at the offices of Quad/Graphics’ outside legal advisor, Foley & Lardner LLP. The meeting was attended by Messrs. Angelson and Quadracci, as well as Kristopher Wood, an outside financial advisor to World Color Press, and a representative from World Color Press’ outside legal advisor, Sullivan & Cromwell LLP, John Fowler, Quad/Graphics’ chief financial officer, and a representative from Foley & Lardner. The parties had a preliminary discussion regarding a combination between Quad/Graphics and World Color Press in which Mr. Quadracci would be the chief executive officer of the combined company. The parties discussed various issues that such a transaction would present. At the conclusion of the meeting, and subject to the

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execution of an appropriate confidentiality agreement, the parties agreed to share some initial due diligence materials and continue the conversation. On August 19, the parties signed a mutual non-disclosure and exclusivity agreement (sometimes referred to as the Confidentiality Agreement), which, among other things, provided for an exclusivity period through October 15, 2009.

The parties met on several occasions thereafter to discuss information relating to World Color Press’ operations and financial position, possible transaction synergies, as well as the possible economic and other basic terms of a transaction. As requested by Quad/Graphics, the parties agreed that, if a transaction were completed, the Quadracci family, through the high vote stock, would control the combined company.

The Quad/Graphics board of directors was advised of the ongoing discussions with World Color Press at a meeting held on September 4, 2009. The board discussed the proposed transaction in a very preliminary fashion and also discussed the implications of Quad/Graphics becoming a public company assuming that the transaction ultimately was consummated. At the conclusion of the meeting, the board directed Quad/Graphics’ management to continue the discussions with World Color Press. In addition, in September 2009, Quad/Graphics engaged J.P. Morgan Securities Inc. to act as its financial advisor with respect to the proposed transaction.

On September 8, 2009, World Color Press announced that Mr. Angelson would become chief executive officer of World Color Press. World Color Press’ board of directors also appointed a new chief financial officer, chief legal officer and chief information officer during September. Also during September, Morgan Stanley was retained to act as financial advisor to World Color Press in connection with a possible transaction with Quad/Graphics.

During September 2009, representatives of Quad/Graphics and World Color Press continued to meet periodically to discuss the structure, price and other terms of a potential transaction, and exchanged due diligence information. During these discussions, Quad/Graphics initially proposed a 70% Quad/Graphics and 30% World Color Press pro forma equity ownership split, but, by the end of September, the parties had narrowed the economic range to a Quad/Graphics proposal of 60-65% Quad/Graphics ownership and a World Color Press proposal of 40-45% World Color Press ownership, in all cases subject to more detailed due diligence, negotiation of definitive transaction terms and approval of their respective boards of directors.

On September 30, 2009, the parties amended and restated the Confidentiality Agreement and agreed to a mutual exclusivity period through December 15, 2009.

During October 2009, World Color Press and Quad/Graphics commenced more detailed mutual due diligence. World Color Press’ senior management also examined the possibility of refinancing World Color Press’ debt given the continued easing of the credit market. World Color Press commenced work on the refinancing alternatives, but determined to defer any refinancing decision until the conclusion of the discussions with Quad/Graphics.

On October 26, 2009, the Quad/Graphics board of directors, at a regularly scheduled meeting, received an update of the status of discussions with World Color Press as well as an updated report on the due diligence investigation completed to date.

On October 28, 2009, World Color Press and Quad/Graphics met to discuss the results of their respective due diligence investigations to date and their respective synergy analyses. The parties also had further discussion with respect to the economic split between World Color Press and Quad/Graphics based on the due diligence findings.

On November 8 and 9, 2009, World Color Press’ board of directors met and discussed the potential business combination between World Color Press and Quad/Graphics and received presentations from management, financial and legal advisors on the possible transaction. World Color Press’ board of directors directed management to continue negotiations with Quad/Graphics but also to continue to be prepared to move forward with the refinancing in the event the parties were unable to agree on a transaction with Quad/Graphics.

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The board of directors of Quad/Graphics met again on November 16, 2009, which meeting was also attended by Quad/Graphics’ senior management as well as its outside legal and financial advisors. The Quad/Graphics’ board received and discussed presentations on the ongoing due diligence investigation, transaction valuation considerations and key transaction terms, as well as the implications of Quad/Graphics becoming a publicly-traded company. At the conclusion of the meeting, the board directed management to continue its discussion with World Color Press.

On November 18, 2009, Messrs. Angelson, Quadracci, Wood and Fowler met and agreed in principle to move forward to seek to negotiate a transaction in which Quad/Graphics would go public and be the acquiror of World Color Press with a 60% Quad/Graphics and 40% World Color Press pro forma equity ownership split, a dual-class share structure and respective cash payments at closing of $140 million to Quad/Graphics shareholders and $93,333,333 to World Color Press shareholders.

In late November and early December 2009, representatives of World Color Press and its outside financial and legal advisors and other consultants, and representatives of Quad/Graphics and its outside financial and legal advisors and other consultants, continued their respective due diligence investigations, including in relation to World Color Press’ pension liabilities, financial, legal, environmental and operational matters and potential synergies. On December 8, 2009, Quad/Graphics’ senior management made a presentation to World Color Press’ board of directors regarding Quad/Graphics and its view of the anticipated strategic, financial and operational characteristics of the combined company. Later in December, members of the World Color Press management team made presentations to the senior management team of Quad/Graphics. The parties also began to discuss the contractual terms of a transaction. These discussions included the scope of the voting and support agreement, if any, to be provided by the Quadracci family and a number of other terms that affected transaction certainty.

World Color Press and Quad/Graphics also further amended the amended and restated Confidentiality Agreement to extend the exclusivity period through January 15, 2010.

World Color Press’ board of directors met on several occasions in November and December of 2009 and January 2010 to, among other matters, receive updates regarding the potential transaction with Quad/Graphics.

On December 18, 2009, Quad/Graphics’ board of directors met and, among other things, received a presentation on due diligence completed to date as well as a status update with respect to the potential transaction with World Color Press.

In early and mid-January, 2010, World Color Press and its outside legal advisors met with Quad/Graphics and its outside legal advisors to continue negotiations of the terms of a potential transaction. The parties came to agreement, subject to board approval and further negotiation, on the key terms of the transaction, including the 60% Quad/Graphics and 40% World Color Press pro forma equity ownership split and the dual-class (high vote/low vote) share structure with the low vote shares being listed and traded on a national stock exchange in the U.S. Other significant issues that were resolved included the scope of the voting and support agreement, the efforts required to procure government approvals of the transaction, the scope of closing conditions, the exclusions from the definition of material adverse effect in the arrangement agreement, the scope of interim operating covenants, the availability to World Color Press common shareholders of any cash remaining of the $93,333,333 available after payments in respect of World Color Press’ other equity securities including preferred shares, warrants, restricted share units and deferred share units, and the basis on which the Share Exchange Ratio would be adjusted.

World Color Press and Quad/Graphics also further amended the amended and restated Confidentiality Agreement to extend the exclusivity period through January 25, 2010.

On January 19 and 24, 2010, the Quad/Graphics board of directors met to consider the proposed transaction with World Color Press. Quad/Graphics’ outside legal and financial advisors attended both meetings. At these meetings, the board received updates on the status of negotiations relating to the arrangement agreement, presentations regarding the due diligence investigation and findings related thereto, presentations regarding the proposed structure of the transaction and tax implications flowing from the proposed structure, a summary of the proposed financing for the transaction as well as presentations relating to the impact of becoming a public company. The board also received presentations and advice from J.P. Morgan Securities with respect to the financial aspects of

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the proposed transaction. Following the foregoing deliberations, including consideration of the factors described under — “Quad/Graphics’ Reasons for the Arrangement” beginning on page 86, the Quad/Graphics board of directors unanimously approved the arrangement agreement and the plan of arrangement with World Color Press and concluded that the arrangement agreement and the transactions contemplated thereby are fair to and in the best interests of Quad/Graphics and its shareholders. The Quad/Graphics board further authorized and directed management to execute the arrangement agreement. The Quad/Graphics board of directors also approved various charter amendments contemplated by the arrangement agreement as well as the financing necessary to complete the transactions contemplated by the arrangement agreement.

On January 7, 8, 15, 20, 24 and 25, 2010, World Color Press’ board of directors met to receive updates on transaction terms, due diligence results and other matters relating to the transaction. On January 25, 2010, Morgan Stanley delivered to World Color Press’ board of directors its oral opinion, subsequently confirmed in writing, that based on and subject to the various assumptions, qualifications, considerations and limitations set forth in the opinion, as of January 25, 2010, the transaction consideration to be received by the holders of World Color Press common shares pursuant to the arrangement agreement was fair, from a financial point of view, to holders of World Color Press common shares, as described in — “Opinion of World Color Press’ Financial Advisor” beginning on page 75.

Following discussions among World Color Press’ directors over several meetings, including consideration of the factors described under — “World Color Press’ Reasons for the Arrangement; Recommendation of the Board of Directors” beginning on page 72, World Color Press’ board of directors unanimously approved the arrangement agreement and plan of arrangement with Quad/Graphics and declared the arrangement agreement and the transactions contemplated thereby advisable and fair to the holders of the World Color Press common shares and in the best interests of World Color Press. World Color Press’ board of directors authorized and directed management to sign the definitive arrangement agreement and resolved that the World Color Press special meeting be convened to consider and approve the arrangement agreement, all as described in “The Special Meeting of World Color Press Shareholders” beginning on page 61.

On January 25, 2010, World Color Press and Quad/Graphics executed the arrangement agreement. On the same day, Quad/Graphics executed the commitment relating to the financing necessary to complete the transactions contemplated by the arrangement agreement and various shareholders of Quad/Graphics executed the voting and support agreement.

World Color Press’ Reasons for the Arrangement; Recommendation of the Board of Directors

At a special meeting held on January 25, 2010, World Color Press’ board of directors determined by unanimous vote that the arrangement is in the best interests of World Color Press and its shareholders. Accordingly, World Color Press’ board of directors unanimously recommends that World Color Press’ shareholders vote For the arrangement resolution at the World Color Press special meeting.

In reaching its decision to approve the arrangement agreement and the arrangement, and its determination that the arrangement is in the best interests of World Color Press and its shareholders, World Color Press’ board of directors received advice from World Color Press management and legal, financial, tax and accounting advisors and considered a number of factors. The material factors considered by the World Color Press board of directors include the following:

· The arrangement is projected to increase the value of World Color Press’ equity interests by permitting the World Color Press shareholders to participate in the realization of the economic and operating synergies and other benefits anticipated to result from the combination of Quad/Graphics and World Color Press. In this regard the World Color Press board of directors considered:

· The advice of World Color Press management that the combination should result in at least $285 million in annual run-rate synergies within 24 months of closing, with an estimated associated net one-time cost to achieve of $225 million;

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· The analysis performed by Morgan Stanley, based on and subject to various assumptions, qualifications, considerations and limitations, of the estimated illustrative value of the transaction consideration to be received by the holders of World Color Press common shares (See “Opinion of World Color Press’ Financial Advisor – Illustrative Value to World Color Press Shareholders Analysis” beginning on page 84) relative to the present value of the estimated future share price of World Color Press on a stand-alone basis and without a transaction (See “Opinion of World Color Press' Financial Advisor – World Color Press Stand-Alone Present Value of Future Share Price Analysis” beginning on page 78);

· Information regarding the opportunities and risks inherent in continuing to operate World Color Press as a stand-alone company, information regarding the opportunities and risks that will be applicable to the combined company and the likelihood that the combined company would have substantially enhanced ability to take advantage of opportunities and resources to address risks;

· The fact that the arrangement is projected, after giving effect to projected synergies, to lead to substantially greater EBITDA and earnings per share than the World Color Press stand-alone projections;

· The presentation to the World Color Press board of directors by Mr. Quadracci and the senior management team at Quad/Graphics, which together with information provided by World Color Press management showed a long record of success of the Quadracci family and the Quad/Graphics managers in building and operating Quad/Graphics in a manner that combines superior economic performance with innovation, superior customer service and commitment to employees;

· Advice from World Color Press management as to other possible strategic transactions, the likelihood that those transactions could be effected, the possible economic terms on which they might be effected and the economic benefits that might be realized by World Color Press shareholders in such transactions;

· The fact that the arrangement agreement does not preclude the making of, or the World Color Press’ board of directors’ consideration and acceptance of, an unsolicited superior acquisition proposal until approval of the arrangement agreement by World Color Press shareholders;

· The terms of the arrangement agreement, including the fact that the arrangement agreement does not include any financing contingency and exclusions from the definition of “material adverse effect”, making it unlikely that Quad/Graphics could assert the existence of a material adverse effect giving them a right not to complete the arrangement;

· The terms of the voting and support agreement pursuant to which the votes necessary to obtain approval of Quad/Graphics shareholders are committed, subject only to a right to withdraw to accept a superior proposal;

· The satisfactory results of the due diligence review of Quad/Graphics conducted by World Color Press management and outside advisors;

· The terms of the Quad/Graphics Charter, which includes provisions that will provide some protections for holders of Quad/Graphics class A stock with respect to equivalence with the Quad/Graphics class B stock in respect of distributions and consideration in change in control transactions;

· The advice of Sullivan & Cromwell LLP to the board of directors of World Color Press that the combination of World Color Press and Quad/Graphics should be permissible under U.S. antitrust laws;

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· The opinion of Morgan Stanley, dated January 25, 2010 to the board of directors of World Color Press, to the effect that as of the date thereof and based on and subject to the various assumptions, qualifications, considerations and limitations set forth in the opinion, the transaction consideration to be received by the holders of World Color Press common shares pursuant to the arrangement agreement was fair, from a financial point of view, to holders of World Color Press common shares; and

· The approval process for the arrangement, including the requirement for the approval of the arrangement resolution by two-thirds of the votes cast by holders of World Color Press common shares and holders of World Color Press preferred shares, voting together as a class, and the requirement for the Superior Court of Quebec to approve the arrangement and issue a final order concerning its approval.

The World Color Press board of directors also considered and balanced against the potential benefits of the arrangement a number of potentially adverse factors, including the following:

· The risk that the arrangement might not be completed in a timely manner, or at all, including the risk of adverse reactions of government authorities;

· The fact that Quad/Graphics will be controlled by the Quadracci family, leaving control and timing of any change in control, along with the general business direction of Quad/Graphics, with the Quadracci family;

· The fact that Quad/Graphics is and has always been a private company and the possibility that it may find the transition to becoming a public company to be more challenging than anticipated;

· The fact that Quad/Graphics management does not have experience in integrating large acquisitions and the possibility that neither the synergy run rate level projected by World Color Press management of $285 million per year nor the level projected by Quad/Graphics of $225 million per year will be realized, and that the cost to achieve synergies may be greater than expected;

· The fact that the Share Exchange Ratio is fixed at signing (subject to certain specified adjustments) so that World Color Press shareholders will bear the risk of reductions in the value of Quad/Graphics between signing and closing;

· The fact that the arrangement agreement places limitations on World Color Press’ ability to solicit, consider or respond to third party acquisition proposals and requires the payment to Quad/Graphics of a termination fee of $40 million or the reimbursement of expenses of up to $20 million in the event World Color Press chooses to accept a superior proposal in accordance with the terms of the arrangement agreement;

· The fact that the consummation of the arrangement is subject to financing risk, notwithstanding the absence of a financing condition in the arrangement agreement;

· The fact that the arrangement agreement was entered into without any recent pre-signing market check; and

· The fact that the consideration will be taxable to World Color Press’ U.S. and Canadian shareholders.

The World Color Press board of directors also considered the interests of and the effect of the arrangement on other stakeholders of World Color Press, including the holders of outstanding preferred shares, warrants, restricted share units and deferred share units and World Color Press’ employees and creditors.

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This discussion of the information and factors considered by World Color Press’ board of directors is not intended to be exhaustive, but addresses the major information and factors considered by World Color Press’ board of directors in its consideration of the arrangement. In reaching its conclusion, World Color Press’ board of directors did not find it practical to assign, and did not assign, any relative or specific weight to the different factors that were considered, and individual members of World Color Press’ board of directors may have given different weight to different factors .

Opinion of World Color Press’ Financial Advisor

The World Color Press board of directors retained Morgan Stanley to provide World Color Press with financial advisory services and a financial fairness opinion in connection with a possible business combination, merger or sale of World Color Press. World Color Press selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise, reputation and because its investment banking professionals have substantial experience in comparable transactions. At the meeting of the World Color Press board of directors on January 25, 2010, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of January 25, 2010, and based on and subject to the various assumptions, qualifications, considerations and limitations set forth in the opinion, the transaction consideration to be received by the holders of World Color Press common shares pursuant to the arrangement agreement was fair from a financial point of view to the holders of World Color Press common shares.

In connection with rendering its opinion, Morgan Stanley, among other things:

1) Reviewed certain publicly available financial statements and other business and financial information of World Color Press;

2) Reviewed certain financial statements and other business, operating and financial information of World Color Press and Quad/Graphics;

3) Reviewed certain financial projections prepared by the managements of World Color Press and Quad/Graphics, respectively;

4) Reviewed information relating to certain strategic, financial and operational benefits anticipated from the arrangement, prepared by the managements of World Color Press and Quad/Graphics, respectively;

5) Discussed the past and current operations and financial condition and the prospects of World Color Press, including information relating to certain strategic, financial and operational benefits anticipated from the arrangement, with management of World Color Press;

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6) Discussed the past and current operations and financial condition and the prospects of Quad/Graphics, including information relating to certain strategic, financial and operational benefits anticipated from the arrangement, with management of Quad/Graphics;

7) Reviewed the pro forma impact of the arrangement on Quad/Graphics’ earnings per share, cash flow, consolidated capitalization and financial ratios;

8) Reviewed the reported prices and trading activity for World Color Press common shares;

9) Compared the financial performance of World Color Press and Quad/Graphics and the prices and trading activity of World Color Press common shares with that of certain publicly-traded companies comparable with World Color Press and Quad/Graphics, respectively, and their securities;

10) Reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

11) Participated in certain discussions and negotiations among representatives of World Color Press and Quad/Graphics and their financial and legal advisors;

12) Reviewed the arrangement agreement, the draft commitment letter from certain lenders dated January 25, 2010 (together with the associated fee letter (sometimes referred to as the Commitment Letter)), and certain related documents; and

13) Performed such other analyses and considered such other factors as Morgan Stanley deemed appropriate.

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available, supplied or otherwise made available to Morgan Stanley by World Color Press and Quad/Graphics, and formed a substantial basis for its opinion. With respect to the financial projections, including information relating to certain strategic, financial and operational benefits anticipated from the arrangement, Morgan Stanley assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of World Color Press and Quad/Graphics of the future financial performance of World Color Press and Quad/Graphics. In addition, Morgan Stanley assumed that the arrangement will be completed in accordance with the terms set forth in the arrangement agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Quad/Graphics will obtain financing in accordance with the terms set forth in the Commitment Letter. Morgan Stanley also assumed that in connection with the receipt of all of the necessary governmental, regulatory or other approvals and consents required for the proposed arrangement, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed arrangement. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of World Color Press and Quad/Graphics, and their legal, tax and regulatory advisors with respect to legal, tax and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to be received by any of World Color Press’ officers, directors or employees or any class of such persons, relative to the consideration to be received by the holders of World Color Press common shares in the arrangement. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of World Color Press, nor was Morgan Stanley furnished with any such appraisal. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, January 25, 2010. Events occurring after January 25, 2010 may affect the opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm the opinion. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

The following is a summary of the material analyses performed by Morgan Stanley in connection with its opinion. All references to dollars are stated in terms of U.S. dollars. The various analyses summarized below were based on the closing price for World Color Press common shares as of January 22, 2010 (converted to U.S. dollars at the respective daily closing exchange rate) and are not necessarily indicative of current market conditions. Certain of these summaries of financial analyses include information presented in tabular format. In order to fully

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understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Considering any portion of such analyses or the factors considered, without considering all the analyses and factors, could create a misleading or incomplete view of the process underlying the opinion.

Historical Share Price and Volume Analysis

Morgan Stanley performed a historical share price and trading volume analysis to provide background and perspective on the historical share prices and trading volumes of World Color Press common shares. Morgan Stanley reviewed the closing share price and trading volume of World Color Press common shares for various periods beginning August 26, 2009, the date World Color Press common shares began trading on the Toronto Stock Exchange and ending January 22, 2010, the second to last full trading day prior to the meeting of the World Color Press board of directors to consider approval of the arrangement agreement. Morgan Stanley observed the following:

	Share Price		Volume
Price at close of trading on January 22, 2010	$	9.49	2,500

Period Ended January 22, 2010
High Since August 26, 2009	$	10.62	191,971
Low Since August 26, 2009	$	8.38	0
Volume-Weighted Average Since August 26, 2009	$	9.11	8,163
90-Trading Day Volume-Weighted Average	$	9.43	3,483
60-Trading Day Volume-Weighted Average	$	9.41	1,998
45-Trading Day Volume-Weighted Average	$	9.24	1,061
30-Trading Day Volume-Weighted Average	$	9.25	1,185
15-Trading Day Volume-Weighted Average	$	9.52	12,861

Discounted Equity Research Share Price Targets Analysis

Morgan Stanley reviewed public market trading share price targets for World Color Press common shares prepared and published by equity research analysts prior to January 25, 2010. These targets reflect each analyst’s estimate of the future public market trading price of World Color Press common shares as of the date the price target was published. Morgan Stanley noted that the World Color Press common share price targets for the next 12 months published by each of the two equity research analysts who provide research on World Color Press was $13.00 per common share on a non-pension adjusted and an undiscounted basis. For comparability, Morgan Stanley adjusted the respective common share price targets to account for World Color Press’ underfunded balance sheet pension liability. To accomplish this, Morgan Stanley added the estimated aggregate pension expense credit (the aggregate pension expense credit in a given year is the sum of (a) the estimated expense associated with World Color Press’ estimated underfunded balance sheet pension liability for such year (expressed as a negative number) and (b) the estimated World Color Press’ income associated with World Color Press’ pension plans for such year if the pension plans are fully funded (expressed as a positive number)) associated with World Color Press’ estimated underfunded balance sheet pension liability as of December 31, 2009 (based on World Color Press management estimates) to the calendar year 2010 earnings before interest, taxes, depreciation and amortization (sometimes referred to as EBITDA) estimate for World Color Press provided by the equity research analysts. Based on World Color Press’ management estimates, Morgan Stanley assumed an underfunded balance sheet pension liability and aggregate pension expense credit of $385 million and $25 million, respectively, as of December 31, 2009. Morgan Stanley applied the same estimated trading multiple provided by the equity research analysts to the pension adjusted EBITDA resulting in an estimated pension adjusted aggregate value for World Color Press. Morgan Stanley then subtracted from the estimated pension adjusted aggregate value World Color Press’ net debt, defined as total debt less cash, as estimated by the equity research analysts and subtracted the estimated underfunded balance sheet pension liability as of December 31, 2009, as estimated by World Color Press management, to arrive at an estimated equity value for World Color Press. Morgan Stanley then divided the estimated equity value by World Color Press’ fully diluted shares outstanding, including the conversion of the World Color Press warrants if the applicable barrier price was reached, resulting in a pension adjusted and an undiscounted share price target of $11.45 per World Color

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Press common share. Morgan Stanley then applied a discount rate of 13.0% to this price target, resulting in a pension adjusted and discounted price target of $10.15 per World Color Press common share. Morgan Stanley selected the discount rate based on its estimate of the cost of equity capital of World Color Press.

The public market trading share price targets published by equity research analysts do not necessarily reflect current market trading prices for World Color Press common shares and these estimates are subject to uncertainties, including the future financial performance of World Color Press and future financial market conditions.

World Color Press Stand-Alone Present Value of Future Share Price Analysis

Morgan Stanley performed a present value of future share price analysis of World Color Press on a stand-alone basis, which is designed to provide insight into the future value of a company’s common shares as a function of the company’s future estimated EBITDA based on management’s current operating plan and the aggregate value to next 12 months EBITDA multiple the market attributes to the company’s future estimated performance. A range of multiples is then applied to the EBITDA estimates to arrive at a range of aggregate values. The estimated net debt at the respective valuation date is then subtracted from the estimated aggregate values to arrive at a range of estimated equity values. The estimated equity values are then divided by the estimated fully diluted shares outstanding, including the conversion of the World Color Press warrants if the applicable barrier price was reached, to arrive at a range of equity values per common share over the projection period, the value of which is subsequently discounted by a selected discount rate to arrive at a present value for the company’s share price.

To conduct this analysis, Morgan Stanley used World Color Press management’s financial forecasts for years 2010 through 2013, adjusted for the estimated aggregate pension expense credit associated with the respective year’s estimated underfunded balance sheet pension liability based on World Color Press management estimates. Morgan Stanley next looked at the historical average aggregate value to next 12 months EBITDA trading multiples of World Color Press and its selected peers, based on the median estimates provided by the Institutional Broker’s Estimates System (sometimes referred to as IBES). IBES is a data service that compiles forward-looking financial estimates made by equity research analysts for publicly-traded companies. Morgan Stanley then used these historical trading multiples to select a multiple range that the market might attribute to World Color Press’ future estimated next 12 months pension adjusted EBITDA. Applying this range of multiples to the next 12 months pension adjusted EBITDA estimates for years 2010 to 2013, Morgan Stanley calculated a range of pension adjusted aggregate values for World Color Press. Morgan Stanley then subtracted the corresponding net debt and underfunded balance sheet pension liability, and divided the resulting implied equity values by the fully diluted shares outstanding, excluding the conversion of the World Color Press warrants, to arrive at a range of equity values per World Color Press common share. Morgan Stanley then used the per share values to determine whether the World Color Press warrants would be in-the-money and therefore converted by the warrant holders to World Color Press common shares. After calculating the dilutive impact of any World Color Press warrants, Morgan Stanley then discounted this range of future values per share by a discount rate of 13.0% (Morgan Stanley’s estimate of the cost of equity capital of World Color Press) to derive a range of present equity values per World Color Press common share. Based on the foregoing and a multiple range of 4.5 to 5.5 times estimated next 12 months pension adjusted EBITDA, Morgan Stanley calculated an implied value per share range of World Color Press common shares of approximately $9.40 to $12.10.

Pro Forma Present Value of Future Share Price Analysis

In order to assess the transaction consideration to be received by holders of World Color Press common shares as a result of the arrangement, Morgan Stanley performed a present value of future share price analysis on the combined company. To conduct this analysis, Morgan Stanley relied on World Color Press and Quad/Graphics respective management’s financial forecasts for years 2010 through 2013 and Quad/Graphics’ management’s estimated pro forma debt capital structure and indicative borrowing rates. Morgan Stanley adjusted World Color Press’ estimated EBITDA by adding back the estimated aggregate pension expense credit associated with the respective year’s estimated balance sheet pension liability. The estimated aggregate pension expense credit was assumed to be the same for the combined company as it was for World Color Press on a stand-alone basis (Quad/Graphics did not have an underfunded balance sheet pension liability as of January 25, 2010). Furthermore, Morgan Stanley took into account World Color Press management’s annual pre-tax run-rate synergy estimate of $285 million and the associated net one-time cash costs to achieve the annual pre-tax run-rate synergies of $225

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million. Morgan Stanley then developed a range of pro forma trading multiples based on the historic trading multiples for selected peers of World Color Press and Quad/Graphics. By applying this range of multiples to the pro forma next 12 months post-synergies pension adjusted EBITDA estimates for years 2010 to 2013 and subtracting the combined company’s estimated net debt, underfunded balance sheet pension liability and net one-time costs to achieve the annual pre-tax run-rate synergies, Morgan Stanley determined the estimated equity value of the combined company. To calculate the implied equity value to holders of World Color Press common shares, Morgan Stanley multiplied the pro forma equity value by World Color Press’ agreed 40% pro forma ownership of the combined company, and then divided by the estimated fully diluted pro forma shares outstanding immediately prior to closing of the arrangement. Morgan Stanley then discounted the implied equity values per World Color Press common share at a rate of 13.0% (Morgan Stanley’s estimate of the cost of equity capital of the combined company) to derive a range of present equity values per World Color Press common share. Based on the foregoing and a pro forma multiple range of 5.0 to 6.0 times estimated next 12 months pension adjusted EBITDA, Morgan Stanley calculated an implied value per share range of World Color Press common shares of approximately $14.25 to $16.80.

Comparable Companies Trading Analysis

Morgan Stanley performed a comparable companies trading analysis, which attempts to derive an implied value of a company by comparing it to similar companies. Morgan Stanley reviewed and compared certain current and historical financial information for World Color Press and Quad/Graphics corresponding to current and historical financial information, ratios and public market multiples to other companies that share similar business characteristics with World Color Press and Quad/Graphics. Morgan Stanley selected the companies used in its comparable company trading analysis based on such companies’ business models, product and service offerings and end markets served. The 11 comparable companies selected for this analysis were:

· Bowne & Co., Inc.

· Cenveo, Inc.

· Consolidated Graphics, Inc.

· Courier Corporation

· Deluxe Corporation

· Harte-Hanks, Inc.

· Multi-Color Corporation

· R.R. Donnelley & Sons Company

· The Standard Register Company

· Transcontinental Inc.

· Valassis Communications, Inc.

For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value to EBITDA and aggregate value to EBITDA less capital expenditures for calendar year 2010 for each of these selected companies on a pension adjusted basis. The EBITDA estimates for calendar year 2010 were based on the median estimates provided by IBES. Capital expenditures for calendar year 2010 were estimated by taking the capital expenditures as a percentage of sales for each comparable company’s latest reported fiscal year, and applying this percentage to the calendar year 2010 median sales estimate provided by IBES for each respective company. In order to compare World Color Press to the peer group, the aggregate value and EBITDA for the comparable companies were adjusted

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for the respective estimated underfunded balance sheet pension liability and the estimated aggregate pension expense credit associated with the respective underfunded balance sheet pension liability.

Based on the analysis of the relevant financial multiples and ratios for each of the comparable companies, Morgan Stanley selected representative ranges of financial multiples for the selected comparable companies and applied this range of multiples to the corresponding World Color Press and Quad/Graphics financial statistics, based on the respective management estimates and adjusted for World Color Press’ underfunded balance sheet pension liability, to arrive at a range of implied aggregate values for World Color Press and Quad/Graphics. Morgan Stanley then subtracted the respective net debt from the respective implied aggregate values to derive the estimated equity values and divided by the respective fully diluted shares outstanding, including the conversion of the World Color Press warrants if the applicable barrier price was reached, to arrive at the implied equity values per common share for World Color Press and Quad/Graphics. The results of this analysis are depicted in the tables below:

World Color Press	Financial Statistic	Comparable Company Multiple Range	Implied Equity Value Per Common Share
Aggregate Value / CY2010E EBITDA	$383 million	4.5x–6.0x	$8.05– $12.95

Aggregate Value / CY2010E EBITDA-Capital Expenditures	$287 million	6.0x–7.5x	$8.05– $12.90

Note: Above financial statistics shown on a pension adjusted basis.

Quad/Graphics	Financial Statistic	Comparable Company Multiple Range	Implied Equity Value Per Class A Stock
Aggregate Value / CY2010E EBITDA	$342 million	5.5x–7.0x	$36.50– $54.75

Aggregate Value / CY2010E EBITDA-Capital Expenditures	$278 million	7.0x–8.5x	$38.90– $53.75

No company used in the comparable companies trading analysis is identical or directly comparable to World Color Press or Quad/Graphics. In evaluating the selected companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of World Color Press and Quad/Graphics, such as the impact of competition on the businesses of World Color Press and Quad/Graphics and the industry generally, industry growth, the absence of any material adverse change in the financial condition and prospects of World Color Press or Quad/Graphics or the industry or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using peer group data.

Precedent Transactions Analysis

Morgan Stanley also performed a precedent transactions analysis, which attempts to provide an implied value of a company based on publicly available financial terms of selected transactions that share certain characteristics with the proposed arrangement. In connection with its analysis, Morgan Stanley compared publicly available statistics for 10 selected commercial printing transactions announced between January 2003 and January 2010 in which the target companies were in the commercial printing sector, the same broader industry as World Color Press and Quad/Graphics. The following is a list of these transactions:

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Announced	Target	Acquiror
October 2007	PLM Group Ltd.	Transcontinental Inc.
July 2007	Commercial Envelope Manufacturing Co., Inc.	Cenveo, Inc.
December 2006	John H. Harland Company	M&F Worldwide Corp.
December 2006	Cadmus Communications Corporation	Cenveo, Inc.
October 2006	Banta Corporation	R.R. Donnelley & Sons Company
July 2006	ADVO, Inc.	Valassis Communications, Inc.
October 2005	Clarke American Corp. (Novar USA, Inc.)	M&F Worldwide Corp.
May 2004	New England Business Service, Inc.	Deluxe Corporation
November 2003	Moore Wallace Incorporated	R.R. Donnelley & Sons Company
January 2003	Wallace Computer Services, Inc.	Moore Corporation Limited

For each transaction listed above, Morgan Stanley derived the aggregate values for the transaction and divided by the last 12 months EBITDA of the target company, resulting in a reference range for the selected transactions of 6.1 to 12.1 times last 12 months EBITDA with a median of 8.6 times last 12 months EBITDA.

Morgan Stanley selected a representative ratio of aggregate value to the last 12 months EBITDA multiple range for World Color Press and Quad/Graphics based on the precedent transactions listed above and applied that range to each company’s respective estimated last 12 months EBITDA at December 31, 2009, based on the respective management estimates and adjusted for World Color Press’ underfunded balance sheet pension liability, to arrive at a range of implied aggregate values for World Color Press and Quad/Graphics. Morgan Stanley then subtracted the respective net debt from the respective implied aggregate values to derive the estimated equity values and divided by the respective fully diluted shares outstanding, including the conversion of the World Color Press warrants if the applicable barrier price was reached, to arrive at the implied equity values per common share for World Color Press and Quad/Graphics. If the applicable barrier price for the World Color Press warrants was not reached, Morgan Stanley then adjusted the implied equity values per World Color Press common share for the change of control cash value of the warrants based on the terms set forth in the World Color Press warrant indenture. The results of this analysis are depicted in the tables below:

World Color Press		Financial Statistic		Comparable Transaction Multiple Range		Implied Equity Value Per Common Share
Aggregate Value / Last 12 Months EBITDA		$336 million		5.5x–7.5x		$9.30– $13.70

Note: Above financial statistic shown on a pension adjusted basis.

Quad/Graphics		Financial Statistic		Comparable Transaction Multiple Range		Implied Equity Value Per Class A Stock
Aggregate Value / Last 12 Months EBITDA		$324 million		6.5x–8.5x		$44.65– $67.70

No company or transaction utilized in the precedent transactions analysis is identical to World Color Press, Quad/Graphics or the arrangement. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to general business, market and financial conditions and other matters beyond the control of World Color Press and Quad/Graphics, such as the impact of competition on the business of World Color Press or Quad/Graphics or the industry generally, industry growth and the absence of any material adverse change in the financial condition of World Color Press or Quad/Graphics or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared.

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Premiums Paid Analysis

Morgan Stanley compared the premiums paid in selected transactions where the transaction consideration was 100% stock and the acquiror pro forma ownership was between 59% and 61%. In total, Morgan Stanley evaluated 20 stock-for-stock transactions announced between August 1995 and January 2010. The median premium for these transactions based on the trading share price one day prior to the day of the announced transaction was 9%. The transactions considered are listed in the table below:

Announced	Target	Acquiror
May 2009	Foundation Coal Holdings, Inc.	Alpha Natural Resources, Inc.
March 2009	Petro-Canada	Suncor Energy Inc.
November 2007	US BioEnergy Corporation	VeraSun Energy Corporation
May 2007	Shiningbank Energy Income Fund	PrimeWest Energy Trust
August 2006	Glamis Gold Ltd.	Goldcorp Inc.
May 2006	Euronext N.V.	NYSE Group, Inc.
April 2006	Lucent Technologies Inc.	Alcatel
October 2005	Jefferson-Pilot Corporation	Lincoln National Corporation
May 2005	SpectraSite, Inc.	American Tower Corporation
December 2004	VERITAS Software Corporation	Symantec Corporation
January 2004	Union Planters Corporation	Regions Financial Corporation
February 2000	Warner-Lambert Company	Pfizer Inc.
January 2000	SmithKline Beecham plc	Glaxo Wellcome plc
October 1998	Rubbermaid Incorporated	Newell Co.
August 1998	Amoco Corporation	British Petroleum, plc (BP)
May 1998	Arbor Software Corporation	Hyperion Software Corporation
May 1998	Chrysler Corporation	Daimler-Benz Aktiengesellschaft
February 1998	Dresser Industries, Inc.	Halliburton Company
December 1997	Swiss Bank Corporation (SBC)	Union Bank of Switzerland (UBS)
August 1995	The Chase Manhattan Corporation	Chemical Banking Corporation

Based on the above, Morgan Stanley selected a representative range of implied premiums from 0% to 20% and applied this premium range to a price of $9.49 per World Color Press common share, which represented the closing trading price of World Color Press common shares as of January 22, 2010. Morgan Stanley also took into account the dilutive impact of the warrants and/or change of control cash value of the warrants based on the terms set forth in the World Color Press warrant indenture. The results of this analysis are depicted in the table below:

Premiums Paid Analysis		Representative Premium Range		Implied Equity Value per Common Share
$9.49 (Closing Price as of January 22, 2010)		0%–20%		$9.30– $10.50

No company or transaction utilized in the premiums paid analysis is identical to World Color Press or Quad/Graphics or the arrangement.

World Color Press Discounted Cash Flow Analysis

Morgan Stanley calculated a range of equity values per World Color Press common share based on a five-year discounted cash flow analysis (sometimes referred to as DCF). The DCF analysis took into account the present value of free cash flows, discounted to December 31, 2009, that World Color Press could generate from 2010 and beyond. To accomplish this, Morgan Stanley used World Color Press management’s financial projections for years 2010 to 2013 and Morgan Stanley’s extrapolations of those projections for 2014. Morgan Stanley then assumed terminal values based on an assumed perpetuity growth rate of approximately 2.0%, which implied a range of EBITDA terminal value multiples of 5.75 to 6.75 times. This range of multiples was then applied to World Color Press’ estimated 2014 pension adjusted EBITDA to calculate a terminal value, which along with the unlevered free cash flows from 2010-2014, were discounted at World Color Press’ estimated weighted average cost of capital of 11.0%-13.0%, derived by applying the capital asset pricing model (sometimes referred to as CAPM), the judgment

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of Morgan Stanley and the World Color Press capital structure. Based on the foregoing, Morgan Stanley calculated an implied value per share range of World Color Press common shares of approximately $11.25 to $15.20.

Quad/Graphics Discounted Cash Flow Analysis

Morgan Stanley calculated a range of implied equity values per share of Quad/Graphics class A stock based on a five-year DCF analysis. The DCF analysis takes into account the present value of free cash flows, discounted to December 31, 2009, that Quad/Graphics could generate from 2010 and beyond. To accomplish this, Morgan Stanley used Quad/Graphics management’s financial projections for years 2010 to 2013 and Morgan Stanley’s extrapolations of those projections for 2014. Morgan Stanley then assumed terminal values based on an assumed perpetuity growth rate of approximately 2.5%, which implied a range of EBITDA terminal value multiples of 6.50 to 8.20 times. This range of multiples was then applied to Quad/Graphics’ estimated 2014 EBITDA to calculate a terminal value, which along with the unlevered free cash flows from 2010-2014, were discounted at Quad/Graphics’ estimated weighted average cost of capital of 10.0%-12.0%, derived by applying CAPM, the judgment of Morgan Stanley and the Quad/Graphics capital structure. Based on the foregoing, Morgan Stanley calculated an implied value per share range of Quad/Graphics class A stock of approximately $56.85 to $79.75.

Relative Equity Contribution Analysis

Morgan Stanley also performed a contribution analysis, which reviewed the pro forma contribution of each of World Color Press and Quad/Graphics to the combined entity and the implied contributions based on certain valuation methodologies. To accomplish this, Morgan Stanley considered the pro forma equity value that would result by adding the stand-alone end-point (high and low end-points) values for World Color Press and Quad/Graphics under various valuation methodologies including comparable company trading analysis, precedent transactions analysis and DCF analysis. Based on these respective valuation analyses, Morgan Stanley determined the percentage of the relative equity contributed to the pro forma equity value by World Color Press and Quad/Graphics. The results of this analysis are depicted in the table below:

Valuation Method	World Color Press		Quad/Graphics
Comparable Company Trading Analysis
AV/CY2010E EBITDA
Low End of Valuation Range	41	%	59	%
High End of Valuation Range	46	%	54	%
AV/CY2010E EBITDA—Capital Expenditures
Low End of Valuation Range	40	%	60	%
High End of Valuation Range	43	%	57	%
Precedent Transactions Analysis
Low End of Valuation Range	40	%	60	%
High End of Valuation Range	44	%	56	%
Discounted Cash Flow Analysis
Low End of Valuation Range	44	%	56	%
High End of Valuation Range	43	%	57	%

Pro Forma Combination Analysis

Morgan Stanley analyzed the pro forma impact of the arrangement on Quad/Graphics’ contemplated pro forma debt capital structure and indicative borrowing rates and Quad/Graphics’ earnings per share assuming synergies and costs to achieve synergies were phased-in based on World Color Press management estimates. Morgan Stanley assumed the consideration to be received by holders of World Color Press common shares would be in the form of Quad/Graphics class A stock and a cash distribution of $93.3 million less the amount necessary to

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fund redemption of and other payments on World Color Press’ other equity securities including preferred shares, warrants, restricted share units and deferred share units.

Based on this analysis, Morgan Stanley observed that the arrangement including synergies would result in earnings per share accretion for Quad/Graphics shareholders in 2010 and 2011. The analysis excluded restructuring expenses, gains and/or losses on asset disposals and other non-recurring items including net one-time cash costs to achieve the synergies. This accretion implied that Quad/Graphics could realize an increase in earnings that could result in an increase in the price of Quad/Graphics class A stock and indicates that the holders of World Color Press common shares who will become holders of Quad/Graphics class A stock may also realize the benefits of the transaction after the consummation of the arrangement.

Illustrative Value to World Color Press Shareholders Analysis

Morgan Stanley performed an illustrative analysis of the value per share to the holders of World Color Press common shares as a result of the arrangement, which is intended to provide an illustrative indication of the potential present value per World Color Press common share as a result of the consummation of the arrangement. To accomplish this, Morgan Stanley made certain estimates to determine an estimated trading value for Quad/Graphics class A stock, given that Quad/Graphics class A stock was not publicly traded at the time of Morgan Stanley’s analysis and assuming there would be normalized trading volume and liquidity for Quad/Graphics class A stock to be received by the holders of World Color Press common shares pursuant to the arrangement agreement. Morgan Stanley based the calculation of this trading value in part on World Color Press’ current pension adjusted aggregate value and the associated trading multiple based on World Color Press management’s estimated pension adjusted EBITDA for calendar year 2010 (sometimes referred to as World Color Press’ current stand-alone trading multiple). Based on World Color Press’ management estimates, Morgan Stanley included an underfunded balance sheet pension liability and aggregate pension expense credit of $385 million and $25 million, respectively as of December 31, 2009. Given World Color Press’ current stand-alone trading multiple and the current trading multiples of the peer group for World Color Press and Quad/Graphics, Morgan Stanley estimated that Quad/Graphics class A stock, if publicly traded, would trade at a premium to World Color Press based on the operational and financial profile for Quad/Graphics. Morgan Stanley applied this premium to World Color Press’ current stand-alone trading multiple to arrive at an estimated trading multiple for Quad/Graphics on a stand-alone basis assuming Quad/Graphics was a publicly-traded company. Using World Color Press’ current stand-alone trading multiple and the estimated stand-alone trading multiple for Quad/Graphics, Morgan Stanley determined an implied trading multiple for the combined company, calculated as the weighted average multiple based on the relative calendar year estimated pro forma combined 2010 EBITDA contribution of World Color Press and Quad/Graphics. This estimated pro forma trading multiple when applied to the pension adjusted estimated pro forma combined EBITDA of the two companies, including annual pre-tax run-rate synergies of $285 million estimated by World Color Press’ management, yielded an implied pro forma aggregate value for the combined company. From this estimated combined aggregate value, Morgan Stanley then subtracted (a) the combined estimated net debt of World Color Press and Quad/Graphics as of December 31, 2009, (b) the combined estimated transaction fees and expenses, (c) the combined estimated cash distributions to World Color Press and Quad/Graphics at closing of the arrangement and (d) $225 million of estimated net one-time cash costs to achieve the estimated annual pre-tax run-rate synergies, to calculate the implied pro forma equity value for the combined company. The estimated implied combined pro forma equity value was then adjusted for the agreed 40% World Color Press and 60% Quad/Graphics pro forma equity ownership split pursuant to the arrangement agreement to calculate the estimated implied pro forma equity value to World Color Press. Based on these calculations, the estimated implied pro forma equity value to World Color Press was $1,364 million, representing an approximately 62% premium to World Color Press’ estimated stand-alone equity value. T he estimated implied pro forma equity value per World Color Press common share was further adjusted based on the assumptions that (a) all outstanding World Color Press preferred shares are converted into World Color Press common shares, (b) all outstanding World Color Press series I warrants are converted into World Color Press common shares, (c) all outstanding World Color Press series II warrants are purchased in cash for cancellation, and (d) all outstanding restricted share units and deferred share units are settled in cash. Based on this analysis, Morgan Stanley estimated a theoretical per common share value of the transaction consideration to be received by the holders of World Color Press common shares of $13.21. These estimates are subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of World Color Press and Quad/Graphics. Accordingly, there can be no assurance that World Color Press’ or Quad/Graphics’ financial condition

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or results of operations will not be significantly worse than those set forth in such analyses and forecasts. There can be no assurance that the market price of Quad/Graphics class A stock following the consummation of the arrangement will be traded at such estimated theoretical value.

* * *

In connection with the review of the arrangement by the World Color Press board of directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of World Color Press common shares or Quad/Graphics class A stock. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Many of these assumptions are beyond the control of World Color Press and Quad/Graphics. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted these analyses described above as part of its analysis of the fairness of the transaction consideration pursuant to the arrangement agreement for purposes of providing its opinion to the World Color Press board of directors as to the fairness from a financial point of view to the holders of World Color Press common shares and in connection with the delivery of such opinion to the World Color Press board of directors. These analyses described above do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or at which World Color Press common shares or Quad/Graphics class A stock might actually trade. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous assumptions, factors or events, including with respect to industry performance, general business and economic conditions and other matters beyond the control of the parties or their respective advisors, none of World Color Press, Quad/Graphics, Morgan Stanley or any other person assumes responsibility if future results are materially different from those forecast. Morgan Stanley’s opinion to the World Color Press board of directors was one of many factors taken into consideration by the World Color Press board of directors in making its determination to approve the arrangement agreement. See “—World Color Press’ Reasons for the Arrangement; Recommendation of the Board of Directors” beginning on page 72.

The transaction consideration to be received by holders of World Color Press common shares in the arrangement was determined through arm’s-length negotiations between World Color Press, acting through its legal and financial advisors from time to time, and Quad/Graphics, acting through its legal and financial advisors from time to time, and was approved by the World Color Press board of directors. Morgan Stanley provided advice to World Color Press during these negotiations. Morgan Stanley did not, however, recommend any specific amount of transaction consideration to World Color Press or its board of directors or that any specific amount of transaction consideration constituted the only appropriate transaction consideration for the proposed arrangement. The analyses as described above should not be viewed as determinative of the views of the World Color Press board of directors with respect to the transaction consideration or of whether the World Color Press board of directors would have been willing to agree to different transaction consideration. In arriving at its opinion, Morgan Stanley was not authorized to solicit, and did not solicit, interest from any party with respect to an acquisition, business combination or other extraordinary transaction, involving World Color Press. Morgan Stanley’s opinion did not address the relative merits of the arrangement as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley also expressed no opinion as to the relative fairness of any portion of the transaction consideration to holders of any series of preferred shares, warrants, restricted share units, deferred share units or other equity interests of World Color Press other than the World Color Press common shares. Morgan Stanley’s opinion did not in any manner address the prices at which shares of Quad/Graphics class A stock will trade at any time.

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The board of directors of World Color Press retained Morgan Stanley based on Morgan Stanley’s qualifications, expertise and experience. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Morgan Stanley’s securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of World Color Press, Quad/Graphics, or any other company, or any currency or commodity, that may be involved in this arrangement, or any related derivative instrument. Morgan Stanley acted as financial advisor to the board of directors of World Color Press in connection with this arrangement and will receive a customary fee for such services, all of which is payable upon the consummation of the arrangement. In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley provided debtor-in-possession financing to World Color Press prior to its emergence from bankruptcy protection and received fees in connection therewith. Morgan Stanley may also seek to provide financial advisory and financing services to Quad/Graphics in the future and expects to receive fees for the rendering of these services.

Pursuant to a letter agreement, World Color Press engaged Morgan Stanley to act as its financial advisor in connection with the proposed arrangement and World Color Press agreed to pay Morgan Stanley a customary fee estimated by Morgan Stanley to be approximately $11.5 million, subject to change based on the final transaction consideration to be received by the holders of World Color Press common shares, all of which is payable upon the consummation of the arrangement. World Color Press has also agreed to reimburse Morgan Stanley for its reasonable expenses, including attorneys’ fees and disbursements. In addition, World Color Press has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against various liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of the engagement of Morgan Stanley.

Quad/Graphics’ Reasons for the Arrangement

The Quad/Graphics board of directors unanimously approved the arrangement agreement and the transactions contemplated thereby and is unanimously recommending that Quad/Graphics shareholders approve the transactions contemplated by the arrangement agreement, including the Quad/Graphics Charter. In reaching its decision, the Quad/Graphics board of directors consulted with Quad/Graphics management and various outside advisors and considered various information and factors. The following discussion of the information and factors considered by the Quad/Graphics board of directors is not intended to be exhaustive. In view of the wide variety of factors considered by the Quad/Graphics board of directors in connection with its evaluation of the arrangement, the Quad/Graphics board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In considering the factors described below, individual members of the Quad/Graphics board of directors may have given different weight to different factors. The Quad/Graphics board of directors considered this information as a whole and considered overall the information and factors to be favorable to, and in support of, its determinations and recommendations. Among the material information and factors considered by the Quad/Graphics board of directors were the following strategic considerations and priorities:

· Quad/Graphics believes that the arrangement will enable the combined company to optimize plant and machine utilization, as well as mailing and logistics utilization and costs, thereby driving greater efficiency and economic benefits for the combined company and its clients;

· The arrangement is expected to enable Quad/Graphics to leverage its efficient, modern manufacturing platform, which Quad/Graphics believes is the most advanced in the industry, for the benefit of the combined company and its clients;

· Based on an analysis developed by Quad/Graphics’ management, an estimated $225 million of pre-tax annualized synergies could be realized within 24 months after the consummation of the arrangement due to capacity consolidation (primarily in the United States), purchasing and supply

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chain efficiencies, logistic and distribution savings and consolidation of corporate headquarters, at an estimated one-time cost to achieve of approximately $195 to $240 million;

· Quad/Graphics believes that the arrangement will create new opportunities for the combined company’s clients to realize distribution efficiencies through improved speed-to-market and product integrity for United States Postal Service delivered products and volume-driven postage savings programs, such as co-mailing;

· Quad/Graphics believes that the arrangement will enable Quad/Graphics to leverage the power of its research and development expertise in manufacturing technology, applied IT, digital solutions and continuous improvement across the combined company’s larger and more diverse product offerings and client base;

· Quad/Graphics believes that the arrangement will enable Quad/Graphics to increase the use of its data analysis and management capabilities and targeted value added production techniques across the combined company’s larger base of clients and products;

· The arrangement will expand Quad/Graphics’ geographic reach and customer service presence by entering the Canadian marketplace and certain Latin America markets where it does not currently have a presence;

· The arrangement will extend Quad/Graphics’ range of services, including a broader variety of product types and revenue generating solutions, and increase its product offerings to include books and directories (which Quad/Graphics does not currently print) and an increased range of retail and direct mail products;

· Quad/Graphics believes that the arrangement will significantly improve its supply chain management capabilities; and

· The combined company’s pro-forma credit profile and increased access to capital markets is expected to provide enhanced liquidity and generate solid free cash flow to repay indebtedness and support investments in the future.

Estimated Potential Synergies Attributable to the Arrangement

The arrangement is expected to produce significant synergy savings (sometimes referred to as synergies) over time. Quad/Graphics and World Color Press estimate that the combined company will realize synergies due to capacity consolidation (primarily in the United States), purchasing and supply chain efficiencies, logistic and distribution savings and consolidation of corporate headquarters, among other areas.

Quad/Graphics has identified approximately $225 million of pre-tax annualized synergies that could be realized within 24 months after the consummation of the arrangement. World Color Press has identified approximately $285 million of synergies that could be realized within 24 months after the consummation of the arrangement. World Color Press believes the primary source of the difference between its estimate of synergies and Quad/Graphics’ estimate is that World Color Press estimated greater procurement synergies than Quad/Graphics. Because World Color Press and Quad/Graphics have not yet shared certain significant supply cost information or the details of their respective synergy estimates, they have not reconciled the differences. The respective boards of directors of Quad/Graphics and World Color Press each relied on their own management’s estimates of synergies. Neither Quad/Graphics nor World Color Press assumed any revenue synergies in their estimated synergy calculations because such synergies are inherently difficult to estimate prior to the time that a transaction is consummated and the parties commence integrating their operations, including the management of customer relationships.

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Quad/Graphics’ management estimates that the total cost to Quad/Graphics (and ultimately the combined company) of accomplishing the arrangement and achieving synergies will be approximately $195 to $240 million in integration costs, most of which Quad/Graphics believes will be incurred in the first 24 months after the consummation of the arrangement, and approximately $110 million in transaction costs. World Color Press’ management estimates that the total cost to the combined company of achieving the estimated synergies will be approximately $225 million, most of which World Color Press believes will be incurred in the first 24 months after the consummation of the arrangement.

The estimated synergies referenced above were developed separately by management of Quad/Graphics, on the one hand, and management of World Color Press, on the other hand. The estimated synergies reflect the parties’ respective management’s estimates of the potential creation of cost reduction or cost avoidance opportunities through the ability to consolidate separate, stand-alone operations into a single entity. Any synergies actually achieved by the combined company could be greater than, less than or equal to these estimates. As in any transaction, shareholders assume the risk that the combined company will not achieve the strategic, financial, and operational benefits (including synergies) stated as a rationale for the arrangement. See “Risk Factors —Risks Relating to the Arrangement — The synergies expected to be produced may not be realized or may require Quad/Graphics after the consummation of the arrangement to incur additional costs that may adversely affect the value of Quad/Graphics’ common stock” beginning on page 30.

Projected Financial Information

Certain financial projections prepared by, or as directed by, Quad/Graphics’ management and World Color Press’ management were considered by World Color Press’ board of directors in connection with its approval of and entry into the arrangement agreement. Those financial projections (sometimes referred to as the unadjusted financial projections) are being provided herein solely because they were considered by World Color Press’ board of directors in connection with the arrangement and are not being provided for other purposes, including in connection with World Color Press’ bankruptcy matters. In addition, Quad/Graphics’ management prepared for Quad/Graphics’ board of directors in connection with its approval of and entry into the arrangement agreement (but did not provide to World Color Press prior to the announcement of the arrangement) certain financial projections for World Color Press based on the unadjusted financial projections prepared by World Color Press’ management and adjusted to take into account Quad/Graphics’ management’s estimates of industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to World Color Press’ businesses. Those financial projections (sometimes referred to as the adjusted World Color Press financial projections) are being provided herein solely because they were considered by the board of directors of Quad/Graphics in connection with the arrangement and are not being provided for other purposes.

Both the unadjusted financial projections and the adjusted World Color Press financial projections (sometimes referred to as the financial projections) reflect numerous judgments, estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Quad/Graphics’ and World Color Press’ businesses, all of which are difficult to predict and many of which are beyond control. The financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the financial projections constitute forward-looking information and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such projections, including the various risks set forth in World Color Press’ annual report on Form 40-F for the year ended December 31, 2009 filed with the SEC on March 1, 2010 and all other documents filed by World Color Press with the SEC or the Canadian securities regulatory authorities that are incorporated by reference in this prospectus/proxy circular and in the “Risk Factors” section beginning on page 30 of this proxy circular/ prospectus. See also “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 46 of this proxy circular/prospectus. There can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. The financial projections cannot be considered a reliable predictor of future results and should not be relied upon as such. The financial projections cover multiple years and such information by its nature becomes less reliable with each successive year.

The financial projections do not take into account any circumstances or events occurring after the date they were prepared, nor do they take into account the effect of any failure to occur of the arrangement and should not be

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viewed as accurate or continuing in that context. The financial projections consider the companies on a stand-alone basis and do not take into account the effect of the arrangement and in no event should the aggregate of any of the projections of Quad/Graphics and World Color Press be considered projections of the combined company. See “Risk Factors—Risks Relating to the Arrangement” beginning on page 30 for an analysis of the potential adverse effect that the announcement and pendency of the arrangement may have on Quad/Graphics’ and World Color Press’ respective businesses, financial conditions, results of operations or business prospects and on World Color Press’ stock price.

The financial projections were prepared solely for use in connection with evaluating the arrangement and not with a view toward public disclosure or toward complying with generally accepted accounting principles, the published guidelines of the SEC regarding projections, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, the rules of the Canadian securities regulatory authorities with respect to forward-looking information and future-oriented financial information or the recommendations or guidelines established by the Canadian Institute of Chartered Accountants with respect to future-oriented financial information. Neither Quad/Graphics’ or World Color Press’ independent registered public accounting firms, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections included below, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the financial projections.

The inclusion of the financial projections herein will not be deemed an admission or representation by Quad/Graphics or World Color Press that they are viewed by Quad/Graphics or World Color Press as material information of Quad/Graphics or World Color Press or the combined company. These projections are not included in this proxy circular/prospectus in order to induce any holder of World Color Press common shares to exchange such common shares in the arrangement or to vote in favor of the arrangement resolution submitted to World Color Press’ shareholders in connection with this proxy circular/prospectus. Neither Quad/Graphics nor World Color Press intends to update or otherwise revise the financial projections to reflect circumstances existing since their preparation, to reflect the occurrence of unanticipated events even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

Certain Stand-Alone Unadjusted Projected Financial Information for Quad/Graphics Prepared by Quad/Graphics’ Management

	For the year ending December 31
(in millions)	2010		2011		2012		2013

Revenue	$	1,746	$	1,840	$	1,948	$	2,072
Recurring EBITDA(1)	$	342	$	363	$	388	$	420
Recurring EBIT(2)	$	154	$	185	$	219	$	261
Capital Expenditures	$	64	$	75	$	75	$	75

(1) Recurring EBITDA: Defined as net earnings attributable to Quad/Graphics common shareholders before interest expense, income tax expense, depreciation and amortization, and restructuring and impairment charges.

(2) Recurring EBIT: Defined as net earnings attributable to Quad/Graphics common shareholders before interest expense, income tax expense, and restructuring and impairment charges.

Certain Stand-Alone Unadjusted Projected Financial Information for World Color Press Prepared by World Color Press’ Management

	For the year ending December 31
(in millions)	2010		2011		2012		2013

Revenue	$	3,131	$	3,105	$	3,154	$	3,204
Adjusted EBITDA(1)	$	358	$	378	$	404	$	429
Adjusted EBIT(2)	$	165	$	179	$	192	$	211
Capital Expenditures	$	96	$	96	$	96	$	96

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(1) Adjusted EBITDA: Defined as operating income before depreciation, amortization, impairment of assets, restructuring and other charges.

(2) Adjusted EBIT: Defined as operating income before impairment of assets, restructuring and other charges.

The unadjusted financial projections prepared by World Color Press’ management do not reflect the judgments, estimates and assumptions by Quad/Graphics’ management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to World Color Press’ businesses. The following table sets forth Quad/Graphics’ management’s estimates of financial projections of World Color Press.

Certain Stand-Alone Adjusted Projected Financial Information for World Color Press Prepared by Quad/Graphics’ Management

	For the year ending December 31
(in millions)	2010		2011		2012		2013

Revenue	$	3,120	$	3,095	$	3,144	$	3,195
Adjusted EBITDA(1)	$	334	$	340	$	345	$	365
Adjusted EBIT(2)	$	140	$	141	$	133	$	146
Capital Expenditures	$	96	$	96	$	96	$	96

(1) Adjusted EBITDA: Defined as operating income before depreciation, amortization, impairment of assets, restructuring and other charges.

(2) Adjusted EBIT: Defined as operating income before impairment of assets, restructuring and other charges.

Interests of World Color Press’ Directors and Executive Officers in the Arrangement

In considering the recommendation of the World Color Press board of directors to approve the arrangement resolution, you should be aware that certain of World Color Press’ directors and executive officers have interests in the transaction that are different from, or are in addition to, the interests of World Color Press’ shareholders generally. The World Color Press board of directors was aware of these interests and considered them along with other matters when they determined to recommend the arrangement.

Directors

Upon completion of the arrangement, the board of directors of Quad/Graphics will be composed of two of the World Color Press directors and the six Quad/Graphics directors (or others designated by Quad/Graphics). One of the directors of World Color Press to be added to the Quad/Graphics board of directors upon completion of the arrangement will be Mark A. Angelson, the Chairman and Chief Executive Officer of World Color Press, and the other director has not been determined at this time. See “Directors and Executive Officers of Quad/Graphics After the Arrangement” beginning on page 137.

Executive Officers

Retention and Transaction Bonuses . The chief executive officer of World Color Press, with the consent of Quad/Graphics, has implemented a retention and transaction bonus plan for World Color Press employees, including World Color Press executive officers, pursuant to which bonuses may be paid in an amount not to exceed $10 million in the aggregate, of which not more than an aggregate of $500,000 will be payable to direct reports to the World Color Press chief executive officer and no amounts will be payable to the World Color Press chief executive officer.

Change of Control Benefits . Each of Lorien O. Gallo, Senior Vice President of World Color (USA) Inc., John V. Howard, Executive Vice President and Chief Legal Officer of World Color Press, Daniel J. Scapin, Group President, Premedia and Logistics of World Color (USA) Inc. and Robert L. Sell, Executive Vice President and Chief Information Officer of World Color (USA) Inc., have existing employment agreements with World Color

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Press or World Color (USA) Inc. that provide that, if the officer’s employment is terminated without cause, or the officer resigns from his position for good reason, following a change of control of World Color Press, the officer is entitled to receive a cash payment equal to two times the sum of the officer’s then current base salary and target bonus amount for the year in which the termination of employment occurs as well as health benefits coverage for an 18 month period. Additionally, all equity and equity based awards granted by World Color Press to the officer, including any World Color Press restricted share units, will become fully vested.

Ben Schwartz, Executive Vice President, Human Resources of World Color Press has an existing employment agreement that provides that, if his employment is terminated without cause, or he resigns from his position for good reason, within a period of two years following a change of control of World Color Press, he is entitled to receive a lump sum cash payment equal to two times the sum of his then current base salary and target bonus amount for the year in which the termination of employment occurs. Additionally, all equity and equity based awards granted by World Color Press to Mr. Schwartz, including any World Color Press restricted share units, will become fully vested.

The completion of the arrangement will constitute a “change of control” within the meaning of each of the employment agreements referred to above. The aggregate amount of severance payments (excluding the value of health benefits) potentially payable by World Color Press to the five senior officers mentioned above is approximately $5,675,000.

Deferred Share Units and Restricted Share Units . Pursuant to the terms of the arrangement agreement, the board of directors (acting as the Nominating and Governance Committee) and the Human Resources and Compensation Committee of World Color Press has resolved that each outstanding World Color Press deferred share unit granted under World Color Press’ amended and restated deferred share unit plan and restricted share unit granted under World Color Press’ restricted share unit plan will automatically vest effective as of and conditional upon the completion of the arrangement and will be converted into the right to receive a lump sum cash payment equal in value to the aggregate volume weighted average trading price of World Color Press common shares on the Toronto Stock Exchange for the five trading days immediately preceding the distribution. As of the date of the arrangement agreement, 369,676.05 World Color Press deferred share units and 819,022.57 World Color Press restricted share units were outstanding under the amended and restated deferred share unit plan and the restricted share unit plan, respectively. These payments, as well as the amounts to be paid to holders of World Color Press preferred shares in connection with the redemption of all such shares and to holders of World Color Press’ warrants in connection with the cancellation of all such warrants, reduce the amount of the Common Cash Consideration that may be received for each World Color Press common share in connection with the consummation of the arrangement.

Indemnification of World Color Press Directors and Executive Officers

Quad/Graphics has agreed to:

· indemnify and hold harmless all current and former officers and directors of World Color Press and its subsidiaries, to the same extent such persons are indemnified and held harmless as of the date of the arrangement agreement pursuant to World Color Press’ articles of incorporation or bylaws, for acts or omissions occurring at or prior to the completion of the arrangement, including those in respect of the arrangement and the other transactions contemplated by the arrangement agreement;

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· prior to the completion of the arrangement, obtain and pay for a “tail” insurance policy providing for Side A coverage for World Color Press’ current directors and officers with an extended reporting period of at least six years from and after the completion of the arrangement with respect to directors’ and officers’ liability insurance with benefits and levels of coverage at least as favorable as World Color Press’ existing policy with respect to matters existing or occurring at or prior to the completion of the arrangement, including in connection with the arrangement agreement or the transactions or actions contemplated thereby, subject to certain premium limitations; and

· make proper provisions to ensure that, if Quad/Graphics or any of its successors or assigns (a) consolidates with or merges into any other corporation or entity and is not the continuing or surviving corporation or entity of such consolidation or merger or (b) transfers all or substantially all of its properties and assets to any individual, corporation or other entity, then such successors and assigns assume the obligations to provide indemnification for World Color Press’ officers and directors.

Accounting Treatment

The arrangement will be accounted for as an acquisition of World Color Press by Quad/Graphics in accordance with U.S. GAAP. Under the acquisition method of accounting, the assets and liabilities of World Color Press will be recorded, as of completion of the arrangement, at their respective fair values and added to those of Quad/Graphics. The reported financial condition and results of operations of Quad/Graphics issued after completion of the arrangement will reflect World Color Press balances and results after completion of the arrangement, but will not be restated retroactively to reflect the historical financial position or results of operations of World Color Press for the pre-arrangement periods. Following completion of the arrangement, the earnings of the combined company will reflect acquisition accounting adjustments. See Note 7 to the “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 189.

Court Approval of the Arrangement and Completion of the Arrangement

The arrangement requires court approval under the CBCA. On , 2010, prior to the mailing of this proxy circular/prospectus, World Color Press obtained the Interim Order, which provides for the calling and holding of the special meeting, the dissent rights described above and below, and other procedural matters. A copy of the Interim Order is attached to this proxy circular/prospectus as Annex G . A copy of the notice of application in respect of the final order accompanies this proxy circular/prospectus.

Subject to the approval of the arrangement resolution by the World Color Press shareholders at the special meeting in accordance with the Interim Order, the hearing in respect of the final order is currently scheduled to take place on , 2010 at a.m. (Eastern Time) in room at the Montréal courthouse at 1 Notre Dame Street East, Montreal, Quebec. Any World Color Press shareholder and any other interested party who wishes to appear, or to be represented, and to present evidence or arguments must serve and file a notice of intention to appear as set forth in the notice of application for the final order, together with a copy of any evidence or material which is to be presented to the court at the hearing of the application for the final order, on or before a.m. (Eastern Time) on , 2010, as set out in the Interim Order, and satisfy any other requirements of the court. The court will consider, among other things, the fairness of the arrangement to the parties affected, including the World Color Press shareholders. The Court may approve the arrangement in any manner the court may direct, subject to compliance with any terms and conditions, if any, as the court deems fit. In the event that the hearing is postponed, adjourned or rescheduled, then, subject to further order of the court, only those persons having previously served a notice of intent to appear in compliance with the notice of intent to appear and the Interim Order will be given notice of the postponement, adjournment or rescheduled date.

If (a) the approval of the arrangement resolution by the World Color Press shareholders is obtained, (b) the final order is obtained and (c) all other conditions under the arrangement agreement are satisfied or waived, the articles of arrangement under the CBCA will be filed and the arrangement will become effective on the effective date.

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Regulatory Approvals

HSR Act

The FTC, and the Antitrust Division of the DOJ, frequently analyze the competitive effects of transactions such as the arrangement. Before or after the arrangement, the DOJ or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the arrangement or seeking divestiture of substantial assets of Quad/Graphics, World Color Press or their subsidiaries. Private parties and state attorneys general may also bring an action under the antitrust laws under certain circumstances. There can be no assurance that a challenge to the arrangement on antitrust grounds will not be made or, if such a challenge is made, of the result of such challenge.

Quad/Graphics and World Color Press filed their respective Pre-Merger (Arrangement) Notification and Report Forms with the FTC and the DOJ under the HSR Act effective as of February 26, 2010. The HSR Act, and the rules and regulations thereunder, provide that certain transactions, including the arrangement, may not be consummated until required information and materials have been furnished to the DOJ and the FTC and certain waiting periods have expired or been terminated.

Competition Act (Canada)

Under the Competition Act, the acquisition of voting shares of a corporation that carries on an operating business in Canada may require pre-merger notification if certain size of parties and size of transaction thresholds are exceeded. Where pre-merger notification is required, certain information must be provided to the Commissioner and the transaction may not be completed until the expiry, waiver or termination of a statutory waiting period.

Pre-merger notification must be made in the prescribed form, and a 30-day statutory waiting period applies. The Commissioner may, within the 30-day waiting period, issue a “Supplementary Information Request” for additional relevant information or documents, in which case the waiting period expires 30 days following compliance by the parties with the Supplementary Information Request, as determined by the Commissioner. The Commissioner may bring an application before the Competition Tribunal (sometimes referred to as the Tribunal) to challenge a transaction under the merger provisions of section 92 of the Competition Act prior to closing or up to one year after the transaction has been substantially completed.

Where a transaction does not raise substantive issues under the Competition Act, the Commissioner may, at the request of the parties, issue an advance ruling certificate under section 102 of the Competition Act in respect of the transaction. Where an advance ruling certificate is issued, the parties to the transaction are not required to file a pre-merger notification. In addition, if the transaction to which the advance ruling certificate relates is substantially completed within one year after the advance ruling certificate is issued, the Commissioner cannot apply to the Tribunal under section 92 of the Competition Act in respect of the transaction solely on the basis of information that is the same or substantially the same as the information on the basis of which the advance ruling certificate was issued. Where the Commissioner has declined to issue an advance ruling certificate but has determined that there are not sufficient grounds to initiate proceedings before the Tribunal and that, as a result, the Commissioner does not intend, at that time, to make an application under section 92 of the Competition Act in respect of the transaction, the Commissioner may advise the parties in writing through a “no action letter”.

On January 29, 2010, Quad/Graphics and World Color Press submitted a request for an advance ruling certificate or, in the alternative, a no action letter and waiver of the filing requirement in lieu of providing a notification filing.

Investment Canada Act

Under the Investment Canada Act, certain transactions involving the acquisition of control of a Canadian business by a non-Canadian entity that exceed prescribed monetary thresholds are subject to review and cannot be implemented unless the Minister is satisfied that the acquisition is likely to be of net benefit to Canada. Where a transaction is subject to the review requirement (sometimes referred to as a Reviewable Transaction), an application

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for review must be filed with the Director of Investments, and the Minister is then required to determine whether the Reviewable Transaction is likely to be of net benefit to Canada. The Investment Canada Act contemplates an initial review period of 45 days after filing; however, if the Minister has not completed the review by that date, the Minister may unilaterally extend the review period by up to 30 days (or such longer period as the Minister and applicant may agree) to permit completion of the review. If the Minister determines that he is not satisfied that a Reviewable Transaction is likely to be of net benefit to Canada, the Reviewable Transaction may not be implemented.

The acquisition of control of World Color Press by Quad/Graphics contemplated by the arrangement exceeds the relevant monetary thresholds and is therefore a Reviewable Transaction. In accordance with the requirements of the Investment Canada Act, an application for review was filed with the Director of Investments on February 1, 2010.

There can be no assurance that the reviewing authorities will permit the applicable statutory waiting periods to expire or that the reviewing authorities will terminate the applicable statutory waiting periods at all, or otherwise approve the arrangement without restrictions or conditions (which are difficult to predict or quantify) that would have a material adverse effect on the combined company if the arrangement were completed.

Dissent Rights

Under the Interim Order, the plan of arrangement and the CBCA, holders of World Color Press common shares have rights of dissent in respect to the arrangement. Therefore, a holder of World Color Press common shares may elect to be paid cash for such shareholder’s shares in accordance with the procedures set forth in the CBCA. See “The Special Meeting of World Color Press Shareholders — Dissent Rights” beginning on page 66 for more detail.

It is a condition to Quad/Graphics’ obligation to consummate the arrangement that not more than 7.5% of the outstanding World Color Press common shares as of the closing shall have validly exercised and not withdrawn dissent rights.

Canadian Securities Law Considerations

The issuance of Quad/Graphics class A stock in connection with the arrangement will be exempt from the prospectus and registration requirements of applicable Canadian securities laws. The first trade by World Color Press shareholders of the Quad/Graphics class A stock received pursuant to the arrangement will be free from restrictions on resale provided that:

· Quad/Graphics is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade. It is expected that Quad/Graphics will be a reporting issuer after consummation of the arrangement in all provinces in Canada and for the purpose of the resale of the Quad/Graphics class A stock received pursuant to the arrangement, the holders of such securities may include the period of time during which World Color Press was a reporting issuer immediately before the arrangement to determine the period of time that Quad/Graphics has been a reporting issuer in a jurisdiction of Canada;

· such trade is not a “control distribution” as defined in National Instrument 45-102 Resale of Securities ;

· no unusual effort is made to prepare the market or to create a demand for Quad/Graphics class A stock;

· no extraordinary commission or consideration is paid to a person or company in respect of such trade; and

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· if the selling security holder is an insider or officer of Quad/Graphics, the selling security holder has no reasonable grounds to believe that Quad/Graphics is in default of securities legislation.

Stock Exchange Listing; Delisting and Deregistration of World Color Press’ Common Shares

It is a condition to the consummation of the arrangement that the shares of Quad/Graphics class A stock issuable pursuant to the arrangement be approved for listing on a national securities exchange in the United States, subject to official notice of issuance. If the arrangement is completed, World Color Press common shares will cease to be listed on the Toronto Stock Exchange and will be deregistered under the Securities Exchange Act of 1934.

Business Relationships between Quad/Graphics and World Color Press

Historically, from time to time, World Color Press and Quad/Graphics have provided each other with short-term contract outsourcing and other services, and Quad/Graphics has sold equipment to World Color, in each case in arm’s length transactions in quantities and at prices that the parties do not consider to be material in the context of their overall businesses. For example, certain of World Color Press’ Canadian and Latin American plants have acquired web aligners, cutoff controls, color register systems and other equipment from Quad/Graphics.

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THE ARRANGEMENT AGREEMENT

The following is a summary of the material terms of the arrangement agreement (including the plan of arrangement attached thereto). This summary does not purport to describe all of the terms of the arrangement agreement and is qualified by reference to the complete arrangement agreement that is attached as Annex A to this proxy circular/prospectus and incorporated by reference. You are urged to read the arrangement agreement carefully and in its entirety.

The arrangement agreement and this summary of its terms have been included with this proxy circular/prospectus to provide you with information regarding the terms of the arrangement agreement. Factual disclosures about World Color Press or Quad/Graphics contained in this proxy circular/prospectus or in World Color Press’ public reports filed with the SEC may supplement, update or modify the factual disclosures about World Color Press or Quad/Graphics contained in the arrangement agreement. In your review of the representations and warranties contained in the arrangement agreement and described in this summary, it is important to bear in mind that the representations and warranties have been negotiated with the principal purpose of establishing the circumstances in which a party to the arrangement agreement may have the right not to close the arrangement if the representations and warranties of the other party prove to be untrue, and allocates risk between the parties to the arrangement agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and in some cases have been qualified by disclosures that were made by each party to the other, which disclosures are not reflected in the arrangement agreement.

General

The arrangement agreement provides that Quad/Graphics, through an acquisition subsidiary, and World Color Press will consummate an amalgamation pursuant to a plan of arrangement under Canadian law, resulting in the creation of “AmalCo,” an entity representing the combination of Quad/Graphics’ acquisition subsidiary and World Color Press. As part of the transaction, all outstanding World Color Press common shares will be converted into the right to receive a specified number of shares of redeemable preferred shares of the amalgamated company, with those shares subsequently (and automatically) converted into shares of Quad/Graphics class A stock. Any outstanding World Color Press preferred shares that are not converted into World Color Press common shares prior to the amalgamation ultimately will be redeemed. After giving effect to the transaction, (a) Quad/Graphics will own all of the outstanding capital stock of AmalCo, (b) the existing shareholders of Quad/Graphics are expected to continue to own approximately 60% of the outstanding capital stock of Quad/Graphics and (c) the existing shareholders of World Color Press (with the exception of those holders of World Color Press preferred shares who elect not to convert and instead have their preferred shares redeemed) are expected to own approximately 40% of the outstanding capital stock of Quad/Graphics. In addition, in connection with the plan of arrangement, certain separate cash payments will be made to the shareholders of Quad/Graphics and World Color Press.

Closing Matters

Closing

Unless the parties agree otherwise, the closing of the arrangement will take place no later than four days after the later of (a) the date that the conditions to closing have been satisfied or waived and (b) the date that all of the outstanding World Color Press preferred shares have been converted or redeemed (except that in the event that all the outstanding World Color Press preferred shares will be redeemed pursuant to the arrangement, the closing will occur no later than four days after the date in clause (a) above). However, Quad/Graphics may elect to postpone the closing date to permit the completion of an offering of debt securities. See “—Conditions” below for a more complete description of the conditions that must be satisfied or waived prior to closing.

Completion of the Arrangement

On the closing date, Quad/Graphics will file articles of amendment with the Wisconsin Department of Financial Institutions to cause the Quad/Graphics Charter to become effective, World Color Press will file articles of

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arrangement under the CBCA and Quad/Graphics and World Color Press will make all other required filings. The arrangement will become effective on the date that the articles of arrangement are filed.

Quad/Graphics and World Color Press are working to complete the arrangement in the summer of 2010. However, because completion of the arrangement is subject to the receipt of certain regulatory and other approvals and the satisfaction or waiver of other conditions, the actual timing of the completion of the arrangement cannot be predicted.

Consideration to be Received Pursuant to Arrangement

The arrangement agreement and the plan of arrangement provide that, at the completion of the arrangement, each World Color Press common share outstanding immediately prior to the completion of the arrangement (excluding shares owned directly or indirectly by World Color Press and shares held by World Color Press shareholders who have complied with the requirements for perfection of dissent rights under the CBCA) will be converted into the right to receive the number of shares of Quad/Graphics class A stock equal to the Share Exchange Ratio, subject to adjustment in accordance with the arrangement agreement, and a cash payment equal to the Common Cash Consideration, if any.

Share Exchange Ratio means a fraction (rounded to the nearest fourth decimal):

· the numerator of which is equal to the Arrangement Amount, and

If the aggregate Equity Payment Amounts are equal to or less than $135.0 million, Arrangement Amount means the difference between:

If the aggregate Equity Payment Amounts exceed $135.0 million, the Arrangement Amount is adjusted in such a manner that the Share Exchange Ratio is proportionately reduced by the dollar amount that the Equity Payment Amounts exceed $135.0 million. In this circumstance, Arrangement Amount means an amount equal to the product of:

· the number of World Color Press common shares equal to:

· the total number of World Color Press common shares outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by World Color Press), less

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multiplied by

· a fraction

Equity Payment Amounts means:

· the aggregate amount of cash paid or obligated to be paid to holders of World Color Press preferred shares in connection with the redemption of all such shares, to holders of World Color Press’ warrants in connection with the cancellation of all of such warrants and to holders of World Color Press’ deferred share units and restricted share units, and

· the aggregate amount of dividends, if any, that World Color Press pays or becomes obligated to pay on or after January 24, 2010 and prior to the completion of the arrangement.

Common Cash Consideration means a cash payment equal to:

· the amount, if any, by which $93,333,333 exceeds the Equity Payment Amounts, divided by

· the total number of World Color Press common shares outstanding immediately prior to the completion of the arrangement (other than shares owned directly or indirectly by World Color Press).

Simultaneously with the consummation of the arrangement, $140 million, less the aggregate amount of all distributions (other than tax distributions permitted by the arrangement agreement) that are declared by Quad/Graphics after January 23, 2010 and before the consummation of the arrangement, will be distributed in cash to Quad/Graphics’ existing shareholders.

World Color Press will determine the effective price (as defined in the World Color Press warrant indenture) not later than five days prior to the consummation of the arrangement and will announce publicly the effective price after its determination.

No fractional shares of Quad/Graphics class A stock will be issued as part of the arrangement. Instead, Quad/Graphics will pay to each holder of World Color Press common shares who otherwise would be entitled to a fractional share of Quad/Graphics class A stock an amount of cash determined by multiplying such fraction by an amount equal to (a) the average of the daily high and low sales prices per share of World Color Press common

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shares on the Toronto Stock Exchange on the last trading day before the closing date divided by (b) the Share Exchange Ratio.

The number of World Color Press common shares outstanding immediately prior to the completion of the arrangement will likely differ from the number of World Color Press common shares outstanding on the date of the arrangement agreement, on the date of this proxy circular/prospectus and at the completion of the arrangement as a result of the following factors:

World Color Press Preferred Share Conversion: As of the date of the arrangement agreement and as of the date of this proxy circular/prospectus, World Color Press had 12,500,000 preferred shares issued and outstanding. A holder of the World Color Press preferred shares is entitled to receive, per preferred share, (a) upon conversion at the option of the holder, a number of World Color Press common shares equal to the sum of $8.00 and the amount of any accrued and unpaid dividends divided by $8.00, or (b) upon redemption at the option of World Color Press (and subject to a holder’s right to convert prior to redemption), cash in an amount equal to $8.00 plus the amount of any accrued and unpaid dividends per preferred share. World Color Press has the right to redeem all or any portion of the World Color Press preferred shares at any time for cash. On February 5, 2010, World Color Press paid dividends in respect of its preferred shares in the aggregate amount of $5 million, representing the preferential cash dividend accrued on the preferred shares for the period from July 21, 2009 to November 14, 2009. World Color Press is not otherwise permitted to pay any cash dividends on the World Color Press preferred shares prior to the completion of the arrangement. The amount of dividends owed upon the conversion or redemption of any World Color Press preferred shares will be determined based on the date on which such World Color Press preferred shares are redeemed or converted, as the case may be, which in any event will be no later than the date on which the arrangement is consummated. If, prior to the date on which the arrangement is consummated, the per share value of World Color Press common shares is greater than $8.00, World Color Press management anticipates that the holders of World Color Press preferred shares will elect to convert their World Color Press preferred shares and accrued and unpaid dividends into World Color Press common shares. At no time following its emergence from bankruptcy protection have World Color Press common shares traded at or below $8.00 per share on the Toronto Stock Exchange.

World Color Press Warrant Exercise: As of the date of the arrangement agreement and as of the date of this proxy circular/prospectus, World Color Press had 21,466,038 warrants outstanding, consisting of 10,723,019 series I warrants and 10,723,019 series II warrants. Each series I warrant is exercisable into one World Color Press common share at a price of $0.01 per share if either of the following occurs: (a) the volume weighted average trading price (as defined in the World Color Press warrant indenture) for any 30 consecutive trading days is equal to or greater than $13.00 or (b) the “effective price” of the transaction consideration per World Color Press common share to be received in the arrangement (as defined in the World Color Press warrant indenture and as determined by the board of directors of World Color Press in accordance with the World Color Press warrant indenture) is equal to or greater than $13.00. Each series II warrant is exercisable into one World Color Press common share at a price of $0.01 per share if either of the following occurs: (a) the volume weighted average trading price (as defined in the World Color Press warrant indenture) for any 30 consecutive trading days is equal to or greater than $16.30 or (b) the “effective price” of the transaction consideration per World Color Press common share to be received in the arrangement (as defined in the World Color Press warrant indenture and as determined by the board of directors of World Color Press in accordance with the World Color Press warrant indenture) is equal to or greater than $16.30. World Color Press management anticipates that any warrants that are eligible for exercise into World Color Press common shares will be exercised prior to the completion of the arrangement.

The amount of Equity Payment Amounts payable in connection with the completion of the arrangement will be the result of the following factors:

World Color Press Preferred Share Redemptions for Cash: While it is expected that holders of World Color Press preferred shares will elect to convert their World Color Press preferred shares, including the right to accrued and unpaid dividends thereon, into World Color Press common shares if the value of a World Color Press common share is greater than $8.00, holders of World Color Press preferred shares may nonetheless fail to timely convert their World Color Press preferred shares and any accrued and unpaid dividends. The plan of arrangement contemplates that any unconverted World Color Press preferred shares will be redeemed for cash as part of the arrangement. If the value of a World Color Press common share is less than $8.00 immediately prior to the

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completion of the arrangement, World Color Press management estimates that holders of World Color Press preferred shares will have their World Color Press preferred shares be redeemed for cash at the cash redemption price.

Cash Payments to World Color Press Warrant Holders: Any World Color Press warrants that are not exercised for World Color Press common shares will be cancelled (if the effective price is $9.25 or less) or settled for cash (if the effective price is greater than $9.25) in connection with the arrangement based on a formula outlined in the World Color Press warrant indenture. The amount of such cash settlement will equal 50% of the valuation of the warrants, which takes into account (a) the effective price of the transaction consideration per World Color Press common share received in the arrangement (as defined in the World Color Press warrant indenture and as determined by the board of directors of World Color Press in accordance with the World Color Press warrant indenture), (b) the amount of time remaining between the date of the completion of the arrangement and the expiration of the warrants and (c) the risk free interest rate (as defined in the World Color Press warrant indenture). World Color Press will determine the effective price (as defined in the World Color Press warrant indenture) not later than five days prior to the consummation of the arrangement and will announce publicly the effective price after its determination.

Cash Payments to Holders of World Color Press Deferred Share Units and Restricted Share Units: As of the date of the arrangement agreement, World Color Press had 369,676.05 deferred share units and 819,022.57 restricted share units outstanding. In addition, under the World Color Press amended and restated deferred share unit plan, additional deferred share unit grants will be issued to members of World Color Press’ board of directors (excluding Mark A. Angelson) at the end of each fiscal quarter. The value of each grant will be $210,375 and the number of deferred share units to be granted will be based on the weighted average trading price of World Color Press common shares for the five trading days prior to the date of grant.

The table below illustrates, based on a hypothetical range of values of World Color Press common shares and based on World Color Press management’s estimates regarding the exercise, conversion or redemption (as the case may be) of the World Color Press preferred shares and warrants at particular values as described above, (a) the estimated number of World Color Press common shares outstanding immediately prior to the completion of the arrangement, (b) the estimated Share Exchange Ratio with respect to World Color Press shareholders that receive Quad/Graphics class A stock, (c) an estimated range of aggregate Equity Payment Amounts and (d) an estimated range of Common Cash Consideration. This table assumes that the number of shares of Quad/Graphics class A stock, class B stock and class C stock remains the same as it was on January 25, 2010 was executed, approximately 28.1 million shares.

This table has been included for illustrative purposes only. As (a) the actual number of World Color Press common shares outstanding immediately prior to the completion of the arrangement may be outside the range of the amounts set forth below, (b) the actual number of shares of Quad/Graphics common stock outstanding immediately prior to the completion of the arrangement may be different than the number outstanding as of January 25, 2010 (which will affect the Share Exchange Ratio), (c) the effective price of the transaction consideration per World Color Press common share to be received in the arrangement as determined by the World Color Press board of directors in accordance with the World Color Press warrant indenture may be calculated based on a different formula and/or assumptions than the formula and the assumptions set forth below, which are not mandated by the World Color Press warrant indenture, and such variations may yield a materially different result, and (d) the aggregate Equity Payment Amounts may be outside the range of the amounts set forth below, all four of which matters cannot be determined as of the date of this proxy circular/prospectus, the actual Share Exchange Ratio and Common Cash Consideration may vary from the amounts described below .

The following assumptions have been made in this table:

1. The arrangement is completed on June 30, 2010.

2. The 30 day volume-adjusted weighted average price of each World Color Press common share (to be measured over the 30 consecutive trading days ending five days immediately prior to the completion of the arrangement), the per share value used to calculate the cash settlement

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obligations of the deferred share units and restricted share units and the per share value of any additional World Color Press deferred share unit grants are the same.

3. The effective price is based on: (1) the 30 day volume-adjusted weighted average price of each World Color Press common share (to be measured over the 30 consecutive trading days ending no later than five days prior to the consummation of the arrangement) multiplied by the number of the World Color Press common shares outstanding immediately prior to completion of the arrangement, plus the aggregate Common Cash Consideration available to be distributed to holders of World Color Press common shares and cash paid to redeem World Color Press warrants divided (2) by the amount of fully diluted common shares outstanding immediately prior to completion of the arrangement as if all warrants are exercisable (whether or not they are exercisable).

4. Holders of World Color Press preferred shares will convert their World Color Press preferred shares and accrued and unpaid dividends into World Color Press common shares if the market value of a World Color Press common share is greater than $8.00.

5. The total liquidation value of the World Color Press preferred shares, plus accrued and unpaid dividends, on June 30, 2010 is $110,709,371. The number of World Color Press common shares into which the World Color Press preferred shares are converted is based on this dollar amount.

6. The calculation of Warrant Valuation Amount (as defined in the World Color indenture agreement), which is used to determine the total cash consideration payable to unexercisable warrants, assumes a 90-day risk free interest rate of 0.226%.

7. Holders of World Color Press warrants will exercise their right to purchase World Color Press common shares through a cashless exercise if their warrants become exercisable, and they will receive cash payments in accordance with the World Color Press warrant indenture if their warrants do not become exercisable.

30 Day Volume- Adjusted Weighted Average Price			Effective Price		World Color Press common shares (3)	Equity Payment Amounts (4)		Aggregate Common Cash Consideration (5)		Share Exchange Ratio (6)	Per Share Common Cash Consideration (7)

$	10.00		$	8.77	87,123,671	$	12,307,736	$	81,025,597	0.2150	$	0.93
$	10.50		$	9.17	87,123,671	$	12,902,086	$	80,431,247	0.2150	$	0.92
$	11.00		$	9.56	87,123,671	$	28,585,083	$	64,748,250	0.2150	$	0.74
$	11.50		$	9.96	87,123,671	$	30,967,058	$	62,366,275	0.2150	$	0.72
$	12.00		$	10.36	87,123,671	$	33,441,863	$	59,891,460	0.2150	$	0.69
$	12.50		$	10.75	87,123,671	$	81,847,149	$	11,486,184	0.2150	$	0.13
$	13.00	(1)	$	12.43	97,838,441	$	56,221,537	$	37,111,796	0.1914	$	0.38
$	13.50		$	12.88	97,838,747	$	61,314,099	$	32,019,234	0.1914	$	0.33
$	14.00		$	13.32	97,839,030	$	66,651,082	$	26,682,251	0.1914	$	0.27
$	14.50		$	13.77	97,839,294	$	72,227,839	$	21,105,494	0.1914	$	0.22
$	15.00		$	14.21	97,839,541	$	78,041,567	$	15,291,766	0.1914	$	0.16
$	15.50		$	14.66	97,839,771	$	84,089,387	$	9,243,946	0.1914	$	0.09
$	16.00		$	15.10	97,839,988	$	90,365,877	$	2,967,456	0.1914	$	0.03
$	16.30	(2)	N/A		108,556,551	$	19,796,538	$	73,536,795	0.1725	$	0.68

(1) Represents the price of World Color Press common shares at which the World Color Press series I warrants become exercisable.

(2) Represents the price of World Color Press common shares at which the World Color Press series II warrants become exercisable.

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(3) Represents the expected number of World Color common shares outstanding immediately prior to the completion of the arrangement based on the assumptions made above.

(4) Represents the sum of the following cash payments:

30 Day Volume- Adjusted Weighted Average Price			Effective Price		Total cash consideration payable to unexercisable $13.00 warrants		Total cash consideration payable to unexercisable $16.30 warrants		Total cash payable to DSU and RSU holders		Equity Payment Amounts

$	10.00		$	8.77	$	0.00	$	0.00	$	12,307,736	$	12,307,736
$	10.50		$	9.17	$	0.00	$	0.00	$	12,902,086	$	12,902,086
$	11.00		$	9.56	$	9,072,191	$	6,016,457	$	13,496,435	$	28,585,083
$	11.50		$	9.96	$	10,098,521	$	6,777,753	$	14,090,784	$	30,967,058
$	12.00		$	10.36	$	11,172,557	$	7,584,173	$	14,685,133	$	33,441,863
$	12.50		$	10.75	$	40,948,173	$	25,619,494	$	15,279,482	$	81,847,149
$	13.00	(1)	$	12.43	$	0.00	$	40,347,705	$	15,873,832	$	56,221,537
$	13.50		$	12.88	$	0.00	$	44,845,918	$	16,468,181	$	61,314,099
$	14.00		$	13.32	$	0.00	$	49,588,551	$	17,062,531	$	66,651,082
$	14.50		$	13.77	$	0.00	$	54,570,958	$	17,656,881	$	72,227,839
$	15.00		$	14.21	$	0.00	$	59,790,338	$	18,251,229	$	78,041,567
$	15.50		$	14.66	$	0.00	$	65,243,809	$	18,845,578	$	84,089,387
$	16.00		$	15.20	$	0.00	$	70,925,949	$	19,439,928	$	90,365,877
$	16.30	(2)	N/A		$	0.00	$	0.00	$	19,796,538	$	19,796,538

(5) Represents $93,333,333 less the Equity Payment Amounts.

(6) Represents the portion of a share of Quad/Graphics class A stock that a holder of World Color Press common shares would receive for each World Color Press common share.

(7) Represents the amount of cash that a holder of World Color Press common shares would receive for each World Color Press common share.

Amended and Restated Quad/Graphics’ Articles of Incorporation and Bylaws

In connection with the consummation of the arrangement, Quad/Graphics will amend and restate its articles of incorporation and will amend its bylaws. You should read the complete text of the Quad/Graphics Charter and the Quad/Graphics Bylaws, substantially in the form to become effective upon completion of the arrangement, which are attached as Annex C and Annex D , respectively, to this proxy circular/prospectus, in conjunction with this summary.

Exchange of Certificates Pursuant to Arrangement

Accompanying this proxy circular/prospectus is a letter of transmittal for holders of World Color Press common shares and a letter of transmittal for holders of World Color Press preferred shares. World Color Press has engaged to act as depositary for the receipt of World Color Press’ share certificates and related letters of transmittal deposited pursuant to the arrangement. The letters of transmittal contain instructions explaining the procedures for surrendering the World Color Press share certificates in exchange for the consideration payable under the arrangement.

After the effective date of the arrangement, the former World Color Press common shareholders who surrender their share certificates, together with a properly completed letter of transmittal, will receive a certificate representing that number of whole shares of Quad/Graphics class A stock into which their World Color Press common shares were converted pursuant to the arrangement and any cash payable for such common shares under the terms of the arrangement agreement.

After completion of the arrangement, each certificate that previously represented World Color Press common shares will represent the right to receive only:

· certificates representing the shares of Quad/Graphics class A stock into which those World Color Press common shares have been converted and any cash payable in lieu of fractional shares; and

· the Common Cash Consideration, if any.

After completion of the arrangement, each certificate that previously represented World Color Press preferred shares that were not converted into World Color Press common shares prior to the effective date of the arrangement will represent the right to receive only the redemption price payable under the arrangement for such shares.

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The details for the surrender of share certificates to the depositary and the addresses of the depositary are set out in the letters of transmittal. The letters of transmittal contain procedural information relating to the arrangement and should be reviewed carefully. You can request additional copies of the applicable letter of transmittal by contacting the depositary. The letters of transmittal are also available at the website maintained by the Canadian Securities Administrators at www.sedar.com and the website maintained by the SEC at www.sec.gov.

If you are a non-registered shareholder, you should carefully follow the instructions from the intermediary that holds World Color Press shares on your behalf in order to submit your World Color Press shares. You should not complete the letter of transmittal applicable to registered shareholders unless specifically instructed to do so by your intermediary.

Dissenting Shares

Holders of World Color Press common shares who have complied with requirements for perfecting dissent rights under the Interim Orders, the CBCA and the plan of arrangement will be entitled to exercise such rights with respect to the shares as to which such rights have been perfected, to the extent available under the Interim Order, the CBCA and the plan of arrangement. Upon consummation of the arrangement, the dissenting shares will cease to be issued and outstanding and the holders thereof will only be entitled to receive such consideration as will be determined under the CBCA. If a holder of dissenting shares fails to perfect or otherwise waives, withdraws or loses its dissent rights under the CBCA, such that dissent rights can no longer be legally perfected or exercised under the Interim Order, the CBCA and the plan of arrangement with respect to such World Color Press common shares, then the right of such holder to receive such consideration for dissenting shares will cease and such dissenting shares will become exchangeable solely for the right to receive Quad/Graphics class A stock and a cash payment, if any, as provided above.

Lost Certificates

A shareholder who does not hold World Color Press shares through an intermediary and who has lost or misplaced its share certificates should complete the applicable letter of transmittal as fully as possible and forward it, together with an affidavit regarding the loss or misplacement, to the depositary. The depositary will assist in making arrangements for the necessary affidavit (which will include a bonding requirement) for payment of the consideration in accordance with the arrangement. Further details are set out in the letters of transmittal.

Cancellation of Rights after Three Years

Under the plan of arrangement, any certificate which immediately before the effective time of the arrangement represented World Color Press common shares and which has not been surrendered, with all other documents required by the depositary, on or before the third anniversary of the effective date of the arrangement, will cease to represent, subject to applicable law, any claim by or interest of any former World Color Press shareholders of any kind or nature against or in World Color Press or Quad/Graphics. Accordingly, persons who tender certificates for common shares after the third anniversary of the effective date of the arrangement will not receive any consideration and will not own any interest in World Color Press or Quad/Graphics. Under the plan of arrangement, any amounts deposited with the depository for monies payable to holders of World Color Press common shares, preferred shares, warrants, deferred share units, restricted share units which remain unclaimed on the date which is three years after the effective date of the arrangement will be forfeited to Quad/Graphics.

Delivery Requirements

The method of delivery of share certificates, the letters of transmittal and all other required documents is at the option and risk of World Color Press shareholder surrendering them. World Color Press recommends that such documents be delivered by hand to the depositary, at one of the offices noted in the applicable letter of transmittal, and a receipt obtained therefor or, if mailed, that the registered mail, with return receipt requested, be used and that proper insurance be obtained. World Color Press shareholders holding World Color Press shares registered in the name of an intermediary must contact such intermediary to arrange for the surrender of their former World Color Press share certificates.

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Delivery of the Quad/Graphics Class A Stock

If you hold your World Color Press shares through an intermediary, then you are not required to take any action and the consideration payable under the arrangement will be delivered to your intermediary through the procedures in place for such purposes between CDS Clearing and Depository Services Inc. or similar entities and such intermediaries. If you hold your World Color Press shares through an intermediary, you should contact your intermediary if you have questions regarding the process.

In the case of registered holders of World Color Press common shares, as soon as practicable after the effective date of the arrangement, assuming due delivery of the required documentation, including the applicable World Color Press share certificates and a duly and properly completed letter of transmittal, Quad/Graphics will cause the depositary to forward a certificate representing the Quad/Graphics shares and cash payable, if any, to which such registered holder is entitled by first class mail, postage prepaid, to the address of the World Color Press shareholder as shown on the register maintained by the transfer agent of World Color Press or as directed in the letter of transmittal, unless such World Color Press shareholder indicates in the letter of transmittal that it wishes to pick up the certificate representing the Quad/Graphics shares. In the case of registered holders of World Color Press preferred shares, as soon as practicable after the effective date of the arrangement, assuming due delivery of the required documentation, including the applicable World Color Press share certificates and a duly and properly completed letter of transmittal, the depositary will mail a check (or if required by applicable laws, a wire transfer) for the amount of cash the holder is entitled to receive under the arrangement.

Quad/Graphics will not pay any dividends that it may declare with a record date after the completion of the arrangement to any holder of any World Color Press share certificates until the holder surrenders the World Color Press share certificates. However, once those certificates are surrendered, Quad/Graphics will pay to the holder, without interest, any dividends that have been declared and paid after the closing date of the arrangement on the shares into which those World Color Press shares have been converted, subject to the effect of applicable escheat or similar laws.

After the completion of the arrangement, World Color Press will not register any transfers of World Color Press common shares.

World Color Press Preferred Share Redemption and Warrant Cancellation

In connection with, or prior to, the arrangement, all of the World Color Press preferred shares outstanding immediately prior to the completion of the arrangement will be redeemed in accordance with the terms of World Color Press Charter. In addition, all warrants to purchase World Color Press common shares that are outstanding immediately prior to the completion of the arrangement will be cancelled.

Covenants

World Color Press and Quad/Graphics have undertaken certain covenants concerning the conduct of their respective businesses between the date of the arrangement agreement and the completion of the arrangement. Set forth below is a brief summary of the more significant covenants:

Listing

Quad/Graphics has agreed to use its commercially reasonable efforts to cause the shares of its class A stock to be approved for listing on a national securities exchange in the United States prior to the completion of the arrangement, subject to official notice of issuance.

No Solicitation

Each of World Color Press and Quad/Graphics has agreed that it will not, and will not permit its respective subsidiaries and its and their respective officers, directors, employees or representatives to, directly or indirectly:

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· knowingly encourage, solicit, initiate, make or facilitate the making of, or take any action to facilitate, any proposal that constitutes or is reasonably expected to lead to an “acquisition proposal” of the type described below from any other person;

· knowingly engage in discussions with, or disclose information to, any other person in connection with an acquisition proposal ;

· waive any rights under any confidentiality, standstill or similar agreement with any other person to which it is a party or under which it has rights with respect to divestiture of voting securities or any material portion of assets ;

· in the case of World Color Press, waive the application of the World Color Press shareholder rights plan agreement, it being understood that such shareholder rights plan agreement may terminate before the completion of the arrangement;

· change its board of directors recommendation in favor of the arrangement;

· approve or recommend or propose to approve or recommend an acquisition proposal from any other person ; or

· enter into any agreement or other instrument relating to an acquisition proposal or requiring it to terminate or fail to complete the transactions contemplated by the arrangement agreement .

World Color Press and Quad/Graphics also agreed to cease all existing activities, discussions or negotiations with any parties with respect to an acquisition proposal. Each party agreed to provide the other party with written notice of its receipt of an acquisition proposal or any inquiry relating to an acquisition proposal, the terms and conditions of the acquisition proposal or inquiry and the identity of the person making the acquisition proposal or inquiry.

Notwithstanding the above provisions, each of World Color Press and Quad/Graphics is permitted to participate in negotiations with, and furnish information to, a person making an unsolicited, bona fide and written acquisition proposal, pursuant to a confidentiality agreement not less restrictive on such person than the confidentiality agreement between World Color Press and Quad/Graphics, if, among other things:

· none of the party, any of its subsidiaries or its or their respective representatives has violated in any material respect the non-solicitation provisions;

· a majority of the party’s board of directors determines in good faith, after consultation with an internationally recognized financing advisor, that (a) the person is reasonably capable of completing a “superior proposal” of the type described below and (b) the acquisition proposal is or is reasonably likely to become a superior proposal;

· a majority of the party’s board of directors determines in good faith, after consultation with its outside legal counsel, that failing to take such action would be inconsistent with its fiduciary duties;

· at least one day prior to doing so, the party provides written notice of the identity of each person and its intent to participate in discussions with, or provide nonpublic information to, the person; and

· the party receives from the person a signed confidentiality agreement containing terms no less restrictive than the terms of the confidentiality agreement between World Color Press and Quad/Graphics, which confidentiality agreement shall not provide such person any exclusive right

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to negotiate or prohibit the party from satisfying its obligations under the arrangement agreement; and

· prior to furnishing any nonpublic information, the party provides such information to the other party.

In addition, each of World Color Press and Quad/Graphics is permitted to approve, or enter into a definitive agreement with respect to, an unsolicited, bona fide and written acquisition proposal from any other person if, among other things:

· none of the party, any of its subsidiaries or its or their respective representatives has violated in any material respect the non-solicitation provisions;

· the party provides the other party with written notice indicating that it, acting in good faith, believes that the acquisition proposal is reasonably likely to constitute a superior proposal and, therefore, plans to conduct a board of directors meeting for the purpose of considering whether the acquisition proposal constitutes a superior proposal, which notice contains a summary of the material terms of the acquisition proposal and is given at least five business days prior to the board of directors meeting;

· during a specified time period, the party negotiates in good faith such adjustments to the terms and conditions of the arrangement agreement such that the acquisition proposal would not be a superior proposal and, therefore, the party would be required to proceed with the arrangement;

· notwithstanding these negotiations and adjustments, the party’s board of directors determines in good faith that the acquisition proposal constitutes a superior proposal;

· notwithstanding these negotiations and adjustments, a majority of the party’s board of directors determines in good faith, after consultation with its outside legal counsel, that failing to approve or recommend the acquisition proposal would be inconsistent with its fiduciary duties; and

· the party terminates the arrangement agreement and makes required termination payments.

An “acquisition proposal” means any proposal or offer from any person relating to:

· any direct or indirect acquisition or purchase of a business or assets of a party or its subsidiaries to which 15% or more of the consolidated revenues or net income of such party is attributable or of beneficial ownership of 15% or more of the consolidated assets of such party or of 15% or more of any class of equity securities, or equity securities having 15% or more of the voting power, of such party or any of its significant subsidiaries;

· any lease or license directly or indirectly of assets of a party or its subsidiaries representing 15% or more of the consolidated assets of such party;

· any tender offer or exchange offer that, if consummated, would result in any person beneficially owning 15% or more of any class of equity securities, or 15% or more of the voting power of the equity securities, of a party;

· any merger, reorganization, share exchange, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving a party or any of its significant subsidiaries; or

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· any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

A “superior proposal” means an unsolicited, bona fide , written, fully-financed (which means the receipt of a commitment letter ready for execution) proposal to acquire all of the issued and outstanding equity interests of a party pursuant to a tender offer or merger or to acquire all of the assets of a party on terms and conditions that a majority of the party’s board of directors reasonably determines in good faith, after consultation with an international recognized financial advisor and outside counsel, is more favorable to the party’s shareholders from a financial point of view than the transactions contemplated by the arrangement agreement and that is reasonably likely to be completed on the terms proposed.

Board of Directors’ Covenant to Recommend

The World Color Press board of directors has recommended that the World Color Press shareholders approve the arrangement resolution. Similarly, the Quad/Graphics board of directors has recommended that the Quad/Graphics shareholders approve the transactions contemplated by the arrangement agreement. Neither party’s board of directors may withdraw or modify in a manner adverse to the other party its recommendation to its shareholders, except to the extent permitted in connection with the approval of a superior proposal. See “—Covenants” above for a more complete description of the ability of a party to approve a superior proposal.

Restrictions on the Parties’ Businesses Pending Closing

In general, until either the completion of the arrangement or the termination of the arrangement agreement, World Color Press and Quad/Graphics and their respective subsidiaries are required to conduct their businesses in the ordinary course consistent with past practice. In the case of World Color Press, this requirement means in World Color Press’ ordinary course since its emergence from bankruptcy on July 21, 2009, provided that such course of business is consistent in all material respects with generally accepted practices in the industries and geographic areas in which World Color Press or its applicable subsidiary operates. World Color Press and Quad/Graphics and their respective subsidiaries also are required to use commercially reasonable efforts to preserve intact their current business organizations and preserve their existing relations and goodwill with those having business relationships with them (such as customers, suppliers and the like) and to maintain their existing insurance policies and arrangements. In addition, World Color Press is required to use its commercially reasonable efforts to resolve, in a manner that World Color Press determines in good faith is favorable to World Color Press, those claims that remain subject to the claims resolution process in connection with World Color Press’ bankruptcy.

Each of World Color Press and Quad/Graphics also agreed that (except as contemplated by the arrangement agreement or previously disclosed to the other party and subject to applicable law) it will not and will not permit any of its subsidiaries (without the prior written consent of the other party) to:

· make any change or amendment to its articles of incorporation, bylaws or other charter documents and, in the case of World Color Press, its shareholder rights plan agreement ;

· declare, set aside, pay or make any dividend or other distribution or payment (whether in cash, stock or other property) with respect to any of its equity interests, other than dividends and distributions by a wholly-owned subsidiary to its parent ;

· purchase or redeem any of outstanding equity interests or any rights, warrants or options to acquire any equity interests, adjust, split, combine or reclassify any equity interests or make any other changes in its capital structure ;

· except for the actions that are consistent with its projected budget, amend any material provision of any employee benefit plan, adopt or enter into any employee benefit plan, increase the compensation or benefits (including severance or termination pay) of, or grant any additional benefits to, any director, officer or employee, or take any similar action, except to the extent

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required by applicable law and for increases to employees who are not officers in the ordinary course of business consistent with past practice;

· change any actuarial or other assumptions used to calculate funding obligations with respect to any employee benefit plan or change the manner in which contributions to such employee benefit plan are made or the basis on which such contributions are determined, except as may be required by law or generally accepted accounting principles consistently applied;

· hire any employee at an annual compensation level expected to be more than $200,000 or forgive any loans to directors, officers or employees ;

· issue, sell, pledge or encumber, or authorize the issuance, sale, pledge or encumbrance of, any equity interests or voting debt, or issue any securities convertible into or exchangeable for, or options, warrants to purchase, rights to subscribe for, calls or commitments of any character whatsoever relating to equity interests or voting debt, including stock appreciation rights, phantom stock or stock-based performance units, in the case of Quad/Graphics, take any action to accelerate the vesting of any of its stock options, or in the case of World Color Press, take any action with respect to its warrants and stock unit plans that is inconsistent with what the arrangement agreement contemplates ;

· incur or guarantee any indebtedness for borrowed money, except for indebtedness up to $75 million that is incurred in the ordinary course of business for working capital purposes under facilities existing on the date of the arrangement agreement, enter into interest rate swap or other hedging transactions except on customary terms consistent with past practice and its risk management terms and not to exceed $50 million, make any loans, advances or capital contributions to, or investments in, any other person, other than in the ordinary course of business, or enter into any new credit agreements or enter into any amendments or modifications of any existing credit agreements ;

· acquire (a) by merging or consolidating with, or by purchasing any portion of the equity interests or any material portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or (b) any assets for more than $5 million in the aggregate, except for purchases of inventory items or supplies made in the ordinary course of business;

· lease, mortgage or otherwise encumber, or sell, transfer or otherwise dispose of, any of its properties or assets (including equity interests of subsidiaries) with a value in excess of $5 million in the aggregate, except in the ordinary course of business;

· make, rescind or change any tax election, waive any restriction on any assessment period relating to taxes, enter into any closing agreement regarding taxes or settle or compromise any material amount of income tax or other material tax liability or refund or change any material aspect of any method of accounting for tax purposes, including transfer pricing policies;

· pay, discharge, waive or satisfy any claims, liabilities or obligations except in the ordinary course of business or in accordance with their terms or settle or compromise any material claim, action, proceeding or investigation except in the ordinary course of business consistent with past practice;

· make any capital expenditures in excess of $20 million in the aggregate during any 12-month period or make or commit to make any capital expenditures in excess of $35 million in the aggregate other than as reflected in the capital expenditure budget provided to the other party;

· terminate or amend certain types of material contracts, other than renewals without changes in terms that are materially adverse to the applicable party and in the ordinary course of business;

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· enter into or terminate any material related person contract;

· implement or adopt any change in accounting principles, practices or methods except to the extent required by applicable generally accepted accounting principles;

· adopt a plan of liquidation or resolution providing for the liquidation or dissolution;

· take any action or omit to take any action that it reasonably expects would cause any of its representations and warranties in the arrangement agreement to become untrue in any material respect; or

· authorize or enter into any contract or employee benefit plan to do any of the foregoing.

Commercially Reasonable Efforts Covenant

Each of World Color Press and Quad/Graphics has agreed to cooperate with each other and to use its commercially reasonable efforts to take or cause to be taken all actions and do or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by the arrangement agreement, including obtaining all necessary regulatory approvals and any other consents, approvals or authorizations from governmental entities or other third parties. Commercially reasonable efforts means customary efforts that a prudent person desirous of achieving a result would use in similar circumstances after taking into account both the overall costs to achieve the results and the overall benefits expected to be achieved as a result of the transactions contemplated by the arrangement agreement.

World Color Press and Quad/Graphics also have agreed that, if any “fair price,” “business combination” or “control share acquisition” statute or similar law becomes applicable to the transactions contemplated by the arrangement agreement, they will use their commercially reasonable efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by the arrangement agreement may be consummated as promptly as practicable on the terms contemplated by the arrangement agreement and otherwise act to minimize the effects of any such statute or similar law on the transactions contemplated by the arrangement agreement.

Employee Retention

World Color Press, with Quad/Graphics’ consent, has implemented a retention and transaction bonus plan, separate and in addition to any existing benefit arrangements, providing for the payment of up to $10 million of retention bonuses to World Color Press employees in the aggregate, not more than an aggregate of $500,000 of which shall be paid to employees who directly report to the chief executive officer of World Color Press (and no amounts may be payable to the chief executive officer of World Color Press).

Indemnification and Insurance

Quad/Graphics has agreed to:

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to directors’ and officers’ liability insurance with benefits and levels of coverage at least as favorable as World Color Press’ existing policy with respect to matters existing or occurring at or prior to the completion of the arrangement, including in connection with the arrangement agreement or the transactions or actions contemplated thereby, subject to certain premium limitations; and

Expenses

World Color Press and Quad/Graphics have generally agreed to pay their own costs and expenses incurred in connection with the arrangement and the arrangement agreement, with the exception that (a) each party will pay 50% of the filing fee in connection with any filing made under a regulatory law, (b) Quad/Graphics will reimburse World Color Press and its subsidiaries all of their reasonable and documented out-of-pocket third party costs incurred at Quad/Graphics’ request in connection with the cooperation with respect to the debt financing and (c) a party may be required to provide the other party with reimbursement of expenses in connection with the termination of the arrangement agreement. See “— Termination of Arrangement Agreement” beginning on page 115 for a description of the events that may result in one party being required to reimburse the other party for expenses in connection with the termination of the arrangement agreement.

Election to Quad/Graphics Board of Directors

In connection with the consummation of the arrangement, Quad/Graphics will amend its bylaws such that, upon completion of the arrangement, the board of directors of Quad/Graphics will be composed of the six current directors of Quad/Graphics (or others designated by Quad/Graphics) and two of the World Color Press directors, one of which will be Mark A. Angelson, the Chairman and Chief Executive Officer of World Color Press.

Other Covenants

The arrangement agreement contains certain other covenants, including covenants relating to the preparation and filing of the Quad/Graphics registration statement of which this proxy circular/prospectus forms a part, public announcements, notification of certain matters, the defense and settlement of litigation related to the transactions contemplated by the arrangement agreement and tax matters.

Quad/Graphics’ Financing

Quad/Graphics has agreed to use its commercially reasonable efforts to arrange debt financing on terms and conditions no less favorable than those contained in a debt commitment letter, dated January 25, 2010, from certain banks. These efforts include commercially reasonable efforts to negotiate definitive agreements with regard to the debt financing and to satisfy the conditions applicable to Quad/Graphics in the definitive agreements that are reasonably within its control. In addition, if any portion of the debt financing becomes unavailable on the terms and conditions contemplated by the debt commitment letter, then Quad/Graphics must use its commercially reasonable efforts to obtain any such portion from alternative sources on terms and conditions no less favorable to Quad/Graphics, as determined in its reasonable judgment.

Quad/Graphics cannot permit any material amendment to be made to, or any waiver of any material provision, under the debt commitment letter without first consulting with World Color Press or, if the amendment would be reasonably expected to have a material adverse effect on Quad/Graphics, without obtaining the prior written consent of World Color Press. Quad/Graphics must keep World Color Press informed on a reasonably

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current basis of the status of its efforts to arrange the debt financing. In addition, Quad/Graphics must provide World Color Press with prompt written notice of any material breach of the debt commitment letter or any termination of the debt commitment letter.

Subject to certain specified limitations, World Color Press has agreed to use its commercially reasonable efforts to provide, and to cause its subsidiaries and representatives to provide, all cooperation reasonably requested by Quad/Graphics in connection with the debt financing. These efforts include, among other things, commercially reasonable efforts to provide financial and other information, participate in meetings, presentations and similar processes, assist in the preparation of customary documents for the debt financing and materials for rating agency presentations, cooperate in the marketing efforts for the debt financing, provide accounting comfort letters, legal opinions and other documents and assist in the syndication of credit and other agreements, including by refraining from entering into competing financing transactions and cooperate with due diligence efforts. World Color Press also has agreed to cause its subsidiaries to execute and deliver such documents as Quad/Graphics reasonably requests whereby the subsidiaries agree to become “restricted subsidiaries” under Quad/Graphics’ note agreement, contingent upon the completion of the amalgamation described in the plan of arrangement or any later time, provided that there is no prohibitive court order as a result of an action commenced by a third party.

Representations and Warranties

The arrangement agreement contains customary representations and warranties, many of which are qualified by material adverse effect, made by each of Quad/Graphics and World Color Press. The statements embodied in those representations and warranties were made solely for purposes of the arrangement agreement between Quad/Graphics and World Color Press and are subject to important qualifications and limitations agreed to by Quad/Graphics and World Color Press in connection with negotiating its terms.

Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to shareholders or may have been used for the purpose of allocating risk between Quad/Graphics and World Color Press rather than establishing matters as facts.

The representations and warranties relate to:

· organization, corporate existence and qualification to conduct business;

· subsidiaries;

· capitalization;

· corporate authority to enter into, and carry out the obligations under, the arrangement agreement and enforceability of the arrangement agreement;

· absence of a breach of the articles of incorporation, bylaws, law or agreements as a result of the arrangement;

· required approvals and consents as a result of the arrangement;

· financial statements;

· absence of undisclosed liabilities;

· tax matters;

· absence of certain changes;

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· legal proceedings and governmental orders;

· permits;

· compliance with laws;

· environmental matters;

· employee benefits;

· labor and employee matters;

· intellectual property;

· certain contracts and absence of defaults under such contracts;

· title to properties and assets;

· insurance matters;

· board approvals of the transactions contemplated by the arrangement agreement;

· opinions of financial advisors;

· affiliate transactions;

· payment of fees to finders or brokers in connection with the arrangement agreement; and

· full disclosure of material information.

The arrangement agreement also contains certain representations and warranties made solely by Quad/Graphics with respect to financing matters and made solely by World Color Press with respect to (a) certain securities law matters, (b) the inapplicability of a shareholder rights plan agreement between World Color Press and Computershare Investor Services Inc., as rights agent, and (c) bankruptcy matters.

As used in the arrangement agreement, the term “material adverse effect” means with respect to either World Color Press or Quad/Graphics, as applicable, any effect (i) materially adverse to the business, results of operations, financial condition or liabilities of such party and its subsidiaries taken as a whole, assuming for purposes of such a determination that such party, as a business enterprise, is 50% larger than its actual revenues, assets, liabilities and earnings, or (ii) that prevents or materially delays such party from completing the transactions contemplated by the arrangement agreement. However, effects will not be deemed, either alone or in combination, to constitute a material adverse effect:

· except for any effect that has a materially disproportionate impact on the business, results of operations, financial condition or liabilities of World Color Press or Quad/Graphics (as applicable) relative to similarly situated companies to the extent engaged in the industries in which World Color Press or Quad/Graphics (as applicable) or any of its subsidiaries conducts its business:

· any developments or occurrences relating to or affecting domestic or foreign economic or political conditions in general or the securities, commodities or financial markets in general;

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· any commencement , continuation or escalation of any act of terrorism or war (whether declared or undeclared);

· any natural disasters; or

· any national or international calamity;

· any developments or occurrences relating to or affecting the industries or the segments thereof or geographic areas in which World Color Press or Quad/Graphics, as applicable, or any of their respective subsidiaries or customers operates;

· any change in the market price of raw materials, including paper and ink, of the type and grade customarily purchased by World Color Press or Quad/Graphics or any of their respective subsidiaries;

· any changes or proposed changes in, or interpretations of, any applicable law or generally accepted accounting practices occurring after the date of the arrangement agreement;

· any acts or omissions of World Color Press or Quad/Graphics, as applicable, or any of its subsidiaries specifically contemplated by the arrangement agreement, the execution, delivery and performance of the arrangement agreement, the announcement by World Color Press or Quad/Graphics of its execution and delivery of the arrangement agreement, or any acts or omissions taken at the request, or with the approval, of the other party;

· any loss of, or adverse change in, the relationship of World Color Press with its customers, employees, suppliers, financing sources, shareholders, joint venture partners or similar relationships proximately caused by the negotiation, performance, pendency, potential consummation or the announcement of the arrangement agreement or the transactions contemplated by the arrangement agreement;

· any failure by World Color Press or Quad/Graphics to meet any estimates or expectations of revenue, earnings or other financial performance or results of operations for any period ending on or after the date of the arrangement agreement, provided that such estimates and expectations were prepared in good faith; or

· any decline in the price of World Color Press common shares on the Toronto Stock Exchange.

The representations and warranties of the parties do not survive the completion of the transaction.

Conditions

The respective obligations of World Color Press and Quad/Graphics to complete the arrangement are subject to the satisfaction or waiver of the following conditions:

· the receipt of the approval of the arrangement resolution by the World Color Press shareholders;

· the receipt of the approval of the arrangement by the Québec Superior Court;

· the receipt of the approval of the transactions contemplated by the arrangement agreement, including the Quad/Graphics Charter, by the Quad/Graphics shareholders;

· the SEC having declared effective, without any stop order or proceedings seeking a stop order, the Quad/Graphics registration statement of which this proxy circular/prospectus forms a part;

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· the amendment and restatement of the Quad/Graphics restated articles of incorporation;

The obligation of Quad/Graphics to complete the transactions contemplated by the arrangement agreement is further subject to the satisfaction or waiver of the following conditions:

· World Color Press’ representations and warranties regarding capitalization being true and correct (other than de minimis inaccuracies);

· World Color Press’ Senior Notes Indenture having been terminated or the covenants of World Color Press under the Senior Notes Indenture having been terminated or made inapplicable to World Color Press and its affiliates;

· no claim, action, suit, arbitration, proceeding, investigation or inquiry having been commenced by the FTC, the DOJ, the Commissioner or the Minister against Quad/Graphics, World Color Press,

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any of their respective subsidiaries or any of the directors or officers of any of them, with respect to the transactions contemplated by the arrangement agreement.

The obligation of World Color Press to complete the transactions contemplated by the arrangement agreement is further subject to the satisfaction or waiver of the following conditions:

· Quad/Graphics’ representations and warranties regarding capitalization being true and correct (other than de minimis inaccuracies);

Termination of Arrangement Agreement

Right to Terminate

The arrangement agreement may be terminated in any of the following ways:

· by mutual written consent of Quad/Graphics and World Color Press;

· by either Quad/Graphics or World Color Press if:

· a law or order has been enacted, entered or issued prohibiting or permanently restraining the consummation of the transactions contemplated by the arrangement agreement;

· prior to the time that the other party’s shareholder approval is obtained, the other party has materially breached its non-solicitation obligations;

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· prior to the time that the other party’s shareholder approval is obtained. the other party has entered into any agreement (other than a confidentiality agreement), letter of intent, agreement-in-principle, acquisition agreement or other instrument contemplating or otherwise relating to any acquisition proposal or superior proposal or requiring such other party to abandon, terminate or fail to consummate any of the transactions contemplated by the arrangement agreement; or

Termination Fees/Reimbursement of Expenses Payable by Quad/Graphics

· World Color Press terminates the arrangement agreement because (a) Quad/Graphics materially breaches its non-solicitation covenants, (b) the board of directors of Quad/Graphics fails to recommend the approval of the transactions contemplated by the arrangement agreement to its shareholders or changes its recommendation, (c) the board of directors of Quad/Graphics fails to reconfirm its recommendation within five business days after a written request to do so, (d) Quad/Graphics materially breaches its obligations under the arrangement agreement by reason of a failure to call or conduct its meeting of shareholders, (e) the Quad/Graphics board of directors recommends to its shareholders an acquisition proposal or a superior proposal; or (f) Quad/Graphics enters into any agreement (other than a confidentiality agreement), letter of intent, agreement-in-principle, acquisition agreement or other instrument contemplating or otherwise relating to any acquisition proposal or superior proposal or requiring Quad/Graphics to abandon, terminate or fail to consummate any of the transactions contemplated by the arrangement agreement;

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Quad/Graphics will be required to reimburse World Color Press for its fees and expenses up to a limit of $20 million in the event that:

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Termination Fees/Reimbursement of Expenses Payable by World Color Press

· Quad/Graphics terminates the arrangement agreement because (a) World Color Press materially breaches its non-solicitation covenants, (b) the board of directors of World Color Press fails to recommend the approval of the arrangement resolution to its shareholders or changes its recommendation, (c) the board of directors of World Color Press fails to reconfirm its recommendation within five business days after a written request to do so, (d) World Color Press materially breaches its obligations under the arrangement agreement by reason of a failure to call or conduct its meeting of shareholders, (e) the World Color Press board of directors recommends to its shareholders an acquisition proposal or a superior proposal; or (f) World Color Press enters into any agreement (other than a confidentiality agreement), letter of intent, agreement-in-principle, acquisition agreement or other instrument contemplating or otherwise relating to any acquisition proposal or superior proposal or requiring World Color Press to abandon, terminate or fail to consummate any of the transactions contemplated by the arrangement agreement; or

· the arrangement agreement is terminated for one of the following reasons and (a) an acquisition proposal has been publicly announced or otherwise publicly communicated to the senior management, the board of directors or shareholders of World Color Press and (b) prior to the date that is 15 months after the effective date of such termination, World Color Press enters into a definitive agreement with respect to an acquisition proposal or an acquisition proposal is consummated (substituting in both instances “50%” for “15%” in the definition of acquisition proposal) provided that $25 million will be paid no later than the date of the execution of such definitive agreement and the balance of the $40 million will be paid no later than the date such acquisition proposal is consummated:

· Quad/Graphics or World Color Press terminates the arrangement agreement because World Color Press does not obtain approval of the arrangement resolution .

World Color Press will be required to reimburse Quad/Graphics for its fees and expenses up to a limit of $20 million in the event that:

· Quad/Graphics or World Color Press terminates the arrangement agreement because World Color Press does not obtain the approval of the arrangement resolution;

· Quad/Graphics or World Color Press terminates the arrangement agreement because the termination date has passed and the Quad/Graphics registration statement of which this proxy

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circular/prospectus forms a part has been declared effective by the SEC and such effectiveness has not been suspended on the termination date without the meeting of the World Color Press shareholders having been called, and circumstances exist such that the condition that, except as contemplated by the arrangement agreement, no development, effect or change has occurred after the date of the arrangement agreement that is reasonably expected to have a material adverse effect on World Color Press, would not have been satisfied at the time of such termination and such failure to satisfy such condition is not directly caused by Quad/Graphics’ breach of its obligations under the arrangement agreement, and the termination fee provisions described above do not apply to such termination; or

Amendments, Extensions and Waivers

Amendments

The arrangement agreement may be amended by the parties. All such amendments must be in writing signed by each party.

Extensions and Waivers

At any time prior to the completion of the arrangement, any party to the arrangement agreement may:

· extend the time for the performance of any of the obligations or other acts of any other party;

· waive any inaccuracies in the representations and warranties contained in the arrangement agreement or in any document delivered pursuant to the arrangement agreement; or

· waive compliance by any other party with any of the covenants or conditions contained in the arrangement agreement.

All extensions and waivers must be in writing and signed on behalf of the applicable party.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of (i) the material U.S. federal income tax consequences of the arrangement to U.S. Holders and Non-U.S. Holders (each as defined below), and (ii) certain material U.S. federal income tax considerations relevant to the acquisition, ownership, and disposition of Quad/Graphics class A stock by Non-U.S. Holders. This summary is based upon the Internal Revenue Code, Treasury regulations, rulings of the Internal Revenue Service (sometimes referred to as the IRS), and judicial decisions in existence on the date hereof, all of which are subject to change. Any such change could apply retroactively and could affect adversely the tax consequences described below. No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation. No advance tax ruling has been sought or obtained from the IRS regarding the tax consequences described below.

For purposes of this summary, a “U.S. Holder” means a beneficial owner of either World Color Press common shares or preferred shares or (after the consummation of the arrangement) Quad/Graphics class A stock that is (a) an individual who is a citizen of the United States or who is resident in the United States for U.S. federal income tax purposes, (b) an entity that is classified for U.S. federal income tax purposes as a corporation and that is organized under the laws of the United States, any state thereof, or the District of Columbia, (c) an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust, if (i) a court within the United States is able to exercise primary jurisdiction over the administration of the trust and the trust is subject to the control of one or more United States persons as described in Section 7701(a)(30) of the Internal Revenue Code, or (ii) the trust has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

For purposes of this summary, a “Non-U.S. Holder” means a beneficial owner of World Color Press common shares or preferred shares or (after the consummation of the arrangement) Quad/Graphics class A stock that is not a U.S. Holder and that is not an entity that is classified for U.S. federal income tax purposes as a partnership or as a “disregarded entity.”

If an entity classified for U.S. federal income tax purposes as a partnership or as a “disregarded entity” owns World Color Press common shares or preferred shares or Quad/Graphics class A stock, the tax treatment of a member of the entity will depend on the status of the members and the activities of the entity. The tax treatment of such an entity, and the tax treatment of any member of such an entity, is not addressed in this summary. Any entity that is classified for U.S. federal income tax purposes as a partnership or as a “disregarded entity” and that owns World Color Press common shares or preferred shares or Quad/Graphics class A stock, and any members of such an entity, should consult their tax advisors.

This summary does not discuss all U.S. federal income tax considerations that may be relevant to beneficial owners of World Color Press common shares or preferred shares or Quad/Graphics class A stock in light of their particular circumstances or that may be relevant to certain beneficial owners that may be subject to special treatment under U.S. federal income tax law (for example, tax-exempt organizations, insurance companies, banks and other financial institutions, dealers in securities, traders in securities that elect to use a mark-to-market method of accounting, real estate investment trusts, regulated investment companies, individual retirement accounts, qualified pension plans, persons who received shares in connection with the performance of services, persons who hold shares as part of a straddle, hedging, constructive sale, conversion, or other integrated transaction, controlled foreign corporations, passive foreign investment companies, and corporations that accumulate earnings to avoid U.S. federal income tax). Furthermore, this summary does not address any aspects of state or local taxation.

This summary deals only with those beneficial owners that hold World Color Press common shares or preferred shares, or Quad/Graphics class A stock, as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code. This summary does not address the tax consequences of the arrangement to any U.S. Holder that at any time during the five-year period prior to the amalgamation has owned, directly or constructively (under the attribution rules of Section 958 of the Internal Revenue Code), 10% or more of the combined voting power of the World Color Press common shares and preferred shares. In the case of any Non-U.S. Holder who is an individual, this summary assumes that this individual was not formerly a United States citizen, and was not formerly a resident of the United States for U.S. federal income tax purposes.

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U.S. Federal Income Tax Consequences of the Arrangement

The plan of arrangement provides that World Color Press will amalgamate with a third-tier subsidiary of Quad/Graphics after the redemption of all World Color Press common shares in respect of which dissent rights have been validly exercised. In the amalgamation, the World Color Press common shares that are outstanding immediately after such redemption will be converted into redeemable preferred shares of the amalgamated company; and such redeemable preferred shares will be purchased automatically by a second-tier subsidiary of Quad/Graphics in exchange for Quad/Graphics class A stock and a cash amount (such cash amount consisting of any cash paid in lieu of fractional shares of Quad/Graphics class A stock, and cash attributable to the Common Cash Consideration). The outstanding World Color Press preferred shares will be converted into convertible preferred shares of the amalgamated company; and those convertible preferred shares will be redeemed automatically for cash. See “The Arrangement Agreement,” beginning on page 96.

For U.S. federal income tax purposes, U.S. Holders who own World Color Press common shares or preferred shares will recognize gain or loss on their disposition of such shares pursuant to the arrangement, including any disposition pursuant to the exercise of dissent rights. Any such gain or loss will constitute capital gain or loss in an amount equal to the U.S. dollar value of the amount realized by the U.S. Holder (which amount includes any cash received, whether pursuant to the Common Cash Consideration or otherwise) and the U.S. Holder’s tax basis, determined in U.S. dollars, in its World Color Press common shares or preferred shares. Capital gains recognized by an individual upon the disposition of World Color Press common shares or preferred shares that have been held for more than one year are generally eligible for reduced rates of U.S. federal income taxation. The deductibility of a capital loss recognized upon the disposition of World Color Press common shares or preferred shares is subject to limitations.

Any gain that is recognized on a disposition by a Non-U.S. Holder of World Color Press common shares or preferred shares pursuant to the arrangement will not be subject to U.S. federal income tax unless:

· in the case of a Non-U.S. Holder who is an individual, such individual is present in the United States for 183 days or more in the taxable year of the sale, and certain other conditions are met.

A beneficial owner of World Color Press common shares whose shares are redeemed as a result of the exercise of dissent rights may also receive an amount of interest income. See “The Special Meeting of World Color Press Shareholders — Dissent Rights” beginning on page 66. Any such interest income that is received by a U.S. Holder will be subject to U.S. federal income tax at ordinary income rates. Any such interest income that is received by a Non-U.S. Holder will not be subject to U.S. federal income tax unless the interest is effectively connected with the conduct of a trade or business (and, if an applicable United States income tax treaty applies, is attributable to a permanent establishment maintained) within the United States by the Non-U.S. Holder. Any such effectively connected interest income received by a Non-U.S. Holder will be subject to U.S. federal income tax at regular graduated rates, and may also be subject to a U.S. branch profits tax at a rate of 30% of effectively connected

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earnings and profits or at such lower rate as may be specified by an applicable income tax treaty. Such effectively connected income will not be subject to U.S. federal income tax withholding, however.

As described in “Material Canadian Federal Income Tax Considerations — Taxation of Non-Canadian Shareholders,” beneficial owners of World Color Press common shares whose shares are redeemed as a result of the exercise of dissent rights will be subject to a Canadian withholding tax. In addition, the beneficial owners of World Color Press preferred shares will be subject to a Canadian withholding tax with respect to the redemption proceeds that they receive upon the redemption of the preferred shares of the amalgamated company. U.S. Holders who own World Color Press common shares and who exercise dissent rights, and U.S. Holders who own World Color Press preferred shares and receive redemption proceeds under the arrangement, should consult their own tax advisors as to whether or not a foreign tax credit is available for U.S. federal income tax purposes with respect to any Canadian withholding tax imposed on them.

U.S. Federal Income Tax Considerations Relevant to Ownership of Quad/Graphics Class A Stock by Non-U.S. Holders

The following discussion is a summary of certain material U.S. federal income tax considerations relevant to the acquisition, ownership, and disposition of Quad/Graphics class A stock by Non-U.S. Holders.

Distributions on Quad/Graphics Class A Stock

Any distribution on the Quad/Graphics class A stock will be treated for U.S. federal income tax purposes as a dividend to the extent of the current or accumulated earnings and profits of Quad/Graphics. To the extent that the amount of any distribution paid to a Non-U.S. Holder with respect to a share of Quad/Graphics class A stock exceeds the current and accumulated earnings and profits of Quad/Graphics that are attributable to that share, the distribution will be treated: first, as a non-taxable return of capital (and will be applied against and reduce the Non-U.S. Holder’s adjusted tax basis, but not below zero, in that share); and second, as capital gain.

Any dividend that is received by a Non-U.S. Holder with respect to the Quad/Graphics class A stock will be subject to U.S. federal income tax and withholding at a 30% rate (or lower applicable income tax treaty rate) if the dividend is not effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Holder.

Any dividend that is received by a Non-U.S. Holder with respect to the Quad/Graphics class A stock and that is effectively connected with the conduct of a trade or business (and, if an applicable United States income tax treaty applies, is attributable to a permanent establishment maintained) within the United States by the Non-U.S. Holder will be subject to U.S. federal income tax at regular graduated rates, and (if the Non-U.S. Holder is classified as a corporation for U.S. federal income tax purposes) may also be subject to a U.S. branch profits tax at a rate of 30% of effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty. Such effectively connected income will not be subject to U.S. federal income tax withholding, however, if the Non-U.S. Holder furnishes a properly completed IRS Form W-8ECI (or suitable substitute form) to Quad/Graphics or to the person that otherwise would be required to withhold U.S. tax.

Any portion of a distribution on the Quad/Graphics class A stock that is made to a Non-U.S. Holder and that is in excess of the current or accumulated earnings and profits of Quad/Graphics may be subject to U.S. federal income tax withholding, regardless of whether such portion is subject to U.S. federal income tax in the hands of the Non-U.S. Holder. A Non-U.S. Holder may obtain a refund of any excess withheld amounts by filing an appropriate claim for refund with the IRS.

A Non-U.S. Holder that wishes to claim the benefit of an applicable treaty rate with respect to dividends on the Quad/Graphics class A stock is required to satisfy applicable certification and other requirements. A Non-U.S. Holder that is eligible for a reduced rate of U.S. federal income tax pursuant to an applicable income tax treaty may obtain a refund of any excess withheld amounts by filing an appropriate claim for refund with the IRS.

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Dispositions of Quad/Graphics Class A Stock

Any capital gain recognized by a Non-U.S. Holder upon a sale, redemption, or other taxable disposition of Quad/Graphics class A stock, and any portion of a distribution that is treated as a capital gain as described above in “—Distributions on Quad/Graphics Class A Stock,” will not be subject to U.S. federal income tax unless:

· in the case of a Non-U.S. Holder who is an individual, such individual is present in the United States for 183 days or more in the taxable year of the sale, and certain other conditions are met; or

· Quad/Graphics has been a “United States real property holding corporation” at any time within the five years preceding the disposition, and certain other conditions are met.

In the case of a Non-U.S. Holder that is described in the first bullet point above, any gain will be subject to U.S. federal income tax at regular graduated rates (including the preferential rates that are applicable to long-term capital gains recognized by individuals), and (if the Non-U.S. Holder is classified as a corporation for U.S. federal income tax purposes) may also be subject to a U.S. branch profits tax at a rate of 30% of effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty. Such effectively connected income will not be subject to U.S. federal income tax withholding, provided that in the case of a distribution that is treated as a capital gain as described above in “—Distributions on Quad/Graphics Class A Stock,” the Non-U.S. Holder furnishes a properly completed IRS Form W-8ECI (or suitable substitute form) to Quad/Graphics or other applicable withholding agent.

A Non-U.S. Holder that is described in the second bullet point above will be subject to a flat 30% tax on any gain, which may be offset by U.S.-source capital losses (even though such Non-U.S. Holder is not considered a resident of the United States). With respect to the third bullet point above, Quad/Graphics believes that it is has never been a “United States real property holding corporation” during the five years preceding the date of this proxy circular/prospectus, and does not expect to ever become a “United States real property holding corporation.”

Federal Estate Tax

The estate tax provisions of the Internal Revenue Code lapsed on January 1, 2010. Under current law, a U.S. federal estate tax is scheduled to take effect on January 1, 2011, but legislation may be enacted to reinstitute the U.S. estate tax with retroactive effect to January 1, 2010. Under the U.S. estate tax provisions that are scheduled to take effect on January 1, 2011 (and presumably under any legislation that may be enacted to reinstitute the U.S. estate tax with retroactive effect to January 1, 2010) any shares of Quad/Graphics class A stock that are owned by an individual who is not a citizen or resident (as specially defined for U.S. federal estate tax purposes) of the United States at the date of death will be included in such individual’s estate for U.S. federal estate tax purposes and will be subject to U.S. federal estate tax, except as may otherwise be provided by an applicable estate tax treaty between the United States and the decedent’s country of residence.

Backup Withholding and Information Reporting

Any payments of dividends on the Quad/Graphics class A stock to a Non-U.S. Holder generally will be reported to the IRS and to the Non-U.S. Holder. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the payee resides.

Any payments of dividends on the Quad/Graphics class A stock to a Non-U.S. Holder generally will not be subject to backup withholding and additional information reporting, provided that (i) the Non-U.S. Holder certifies, under penalties of perjury, on an IRS Form W-8BEN or W-8ECI (or a suitable substitute form) that it is not a United States person and certain other conditions are met, or (ii) the Non-U.S. Holder otherwise establishes an exemption.

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The payment to a Non-U.S. Holder of the proceeds of a disposition of a share of Quad/Graphics class A stock by or through the U.S. office of a broker generally will not be subject to information reporting or backup withholding if the Non-U.S. Holder either certifies, under penalties of perjury, on an IRS Form W-8BEN (or a suitable substitute form) that it is not a United States person and certain other conditions are met, or the Non-U.S. Holder otherwise establishes an exemption. Information reporting and backup withholding generally will not apply to the payment of the proceeds of a disposition of a share of Quad/Graphics class A stock by or through the foreign office of a foreign broker (as defined in applicable Treasury regulations). Information reporting requirements (but not backup withholding) will apply, however, to a payment of the proceeds of the disposition of a share of Quad/Graphics class A stock by or through a foreign office of a U.S. broker or of a foreign broker with certain relationships to the United States, unless the broker has documentary evidence in its records that the holder is not a United States person and certain other conditions are met, or the holder otherwise establishes an exemption.

Any amounts withheld from a Non-U.S. Holder under the backup withholding provisions may be credited against the U.S. federal income tax liability of the Non-U.S. Holder, and may entitle the Non-U.S. Holder to a refund, provided that the required information is furnished to the IRS.

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MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the principal Canadian federal income tax considerations generally applicable to a shareholder of World Color Press who (i) (A) pursuant to the arrangement disposes of such shareholder’s World Color Press common shares and acquires Quad/Graphics class A stock, (B) pursuant to the plan of arrangement disposes of such shareholder’s World Color Press preferred shares to World Color Press, or (C) exchanges its World Color Press preferred shares for World Color Press common shares pursuant to the terms and conditions of the World Color Press preferred shares and (ii) at all relevant times and for purposes of the application of the Tax Act (A) holds the World Color Press common shares and World Color Press preferred shares, and will hold the redeemable preferred shares and convertible preferred shares issued by the amalgamated company that will result from the consummation by Quad/Graphics, through an acquisition subsidiary, and World Color Press of an amalgamation pursuant to a plan of arrangement under Canadian law (sometimes referred to as AmalCo) and Quad/Graphics class A stock received pursuant to the arrangement, as capital property, (B) deals at arm’s length with, and is not affiliated with, World Color Press, Quad/Graphics and their respective affiliates, and (C) will not, together with related persons, own a sufficient “equity percentage” of Quad/Graphics such that Quad/Graphics will be a “foreign affiliate” of such shareholder as defined within the Tax Act. Generally, World Color Press common shares, World Color Press preferred shares, AmalCo redeemable preferred shares, AmalCo convertible preferred shares and Quad/Graphics class A stock will be considered to be capital property to a shareholder thereof provided that the shareholder does not hold such shares in the course of carrying on a business and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade. Certain World Color Press shareholders whose World Color Press common shares, World Color Press preferred shares, AmalCo redeemable preferred shares or AmalCo convertible preferred shares do not otherwise qualify as capital property may be entitled to make the irrevocable election under subsection 39(4) of the Tax Act to have their World Color Press common shares, World Color Press preferred shares, AmalCo redeemable preferred shares, AmalCo convertible preferred shares and every other ‘‘Canadian security’’ (as defined in the Tax Act) owned by such shareholder in the taxation year of the election, and in all subsequent years, deemed to be capital property.

This summary is not applicable to a World Color Press shareholder (i) that is a “financial institution” for purposes of the “mark-to-market” rules, (ii) that is a “specified financial institution”, (iii) to whom the “functional currency” reporting rules apply, or (iv) an interest in which is a “tax shelter investment” (each as defined in the Tax Act). Such World Color Press shareholders should consult their own tax advisors.

This summary is not applicable to the surrender or exchange of options or warrants in respect of World Color Press common shares or to World Color Press common shares that were acquired as a result of an exercise of options or warrants or in respect of deferred share units or restricted share units that relate to World Color Press shares, if any. Holders of such securities should consult with their own tax advisors with respect to their particular circumstances.

This summary is based on the current provisions of the Tax Act, the regulations thereunder (sometimes referred to as the Regulations), all specific proposals to amend the Tax Act or the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) as of March 3, 2010 (sometimes referred to as the Tax Proposals), and the current published administrative and assessing policies and practices of the Canada Revenue Agency (sometimes referred to as the CRA). The following summary does not take into consideration the March 4, 2010 Canadian Federal Budget. This summary assumes that all Tax Proposals will be enacted in the form proposed although no assurance can be given in this regard and, except for the Tax Proposals, does not otherwise take into account or anticipate any changes in law, whether by judicial, administrative or legislative decision or action or changes in the CRA’s administrative and assessing policies and practices, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from those described herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any World Color Press shareholder. This summary is not exhaustive of all possible Canadian federal income tax consequences that may affect World Color Press shareholders. Consequently, World Color Press shareholders are advised to consult their own tax advisors with respect to their particular circumstances.

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Currency Conversion

For the purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of World Color Press common shares, World Color Press preferred shares, AmalCo redeemable preferred shares, AmalCo convertible preferred shares, or Quad/Graphics class A stock must be converted into Canadian dollars based on the exchange rates as determined in accordance with the Tax Act. The amount of dividends required to be included in the income of, and capital gains or capital losses realized by a holder may be affected by fluctuations in the Canadian dollar exchange rate.

Taxation of Canadian Resident Shareholders

The following is a discussion of the consequences under the Tax Act to a World Color Press shareholder who, at all relevant times is resident or deemed to be resident in Canada for purposes of the application of the Tax Act (sometimes referred to as a Canadian Holder).

Exercise of Conversion Privilege of World Color Press Convertible Preferred Shares

A Canadian Holder who converts the Canadian Holder’s World Color Press preferred shares to World Color Press common shares will not be considered to realize a capital gain (or capital loss) on the conversion. The Canadian Holder will be considered to not have disposed of the Canadian Holder’s World Color Press preferred shares on the conversion. The cost to the Canadian Holder of the World Color Press common shares acquired on the conversion will be equal to the Canadian Holder’s adjusted cost base of the World Color Press preferred shares immediately before the conversion. The adjusted cost base to the Canadian Holder of the World Color Press common shares acquired on the conversion will be determined by averaging the cost of the World Color Press common shares so acquired with the adjusted cost base of all other World Color Press common shares held by such Canadian Holder as capital property. The income tax consequences of a subsequent disposition by the Canadian Holder of World Color Press common shares pursuant to the arrangement are described below under the heading “Canadian Federal Income Tax Considerations Relevant to the Arrangement”. Under the current published administrative practice of the CRA, a Canadian Holder who receives cash not in excess of CAD$200 in lieu of a fractional share of World Color Press common share upon conversion of a World Color Press preferred share may either treat this amount as proceeds of disposition of a portion of a World Color Press preferred share (thereby realizing a capital gain or capital loss) or alternatively may reduce the adjusted cost base of the World Color Press common shares received on the conversion by the amount of the cash received.

Canadian Federal Income Tax Considerations Relevant to the Arrangement

Amalgamation of World Color Press with Quad/Graphics’ Acquisition Subsidiary

A Canadian Holder whose World Color Press common shares are exchanged for AmalCo redeemable preferred shares on the amalgamation of World Color Press and Quad/Graphics’ acquisition subsidiary will not realize any capital gain or capital loss as a result of the exchange. The Canadian Holder will be considered to have disposed of the Canadian Holder’s World Color Press common shares for proceeds of disposition equal to the aggregate adjusted cost base of the World Color Press common shares to the Canadian Holder immediately before the amalgamation and to have acquired AmalCo redeemable preferred shares at an aggregate cost equal to such proceeds of disposition, which will represent the aggregate adjusted cost base of such shares to the Canadian Holder.

Similarly, a Canadian Holder whose World Color Press preferred shares are exchanged for AmalCo convertible preferred shares on the amalgamation of World Color Press and Quad/Graphics’ acquisition subsidiary will not realize any capital gain or capital loss as a result of the exchange. The Canadian Holder will be considered to have disposed of the Canadian Holder’s World Color Press preferred share for proceeds of disposition equal to the aggregate adjusted cost base of the World Color Press preferred shares to the Canadian Holder immediately before the amalgamation and to have acquired AmalCo convertible preferred shares at an aggregate cost equal to such proceeds of disposition, which will represent the aggregate adjusted cost base of such shares to the Canadian Holder.

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Disposition of AmalCo Redeemable Preferred Shares Pursuant to the Arrangement

A Canadian Holder who disposes of an AmalCo redeemable preferred share under the arrangement will realize a capital gain (or capital loss) equal to the amount by which the total of the Common Cash Consideration and the fair market value of the Quad/Graphics class A stock plus cash received in lieu of fractional Quad/Graphics class A stock received by the Canadian Holder for such AmalCo redeemable preferred share under the arrangement, net of reasonable costs of disposition, exceeds (or is less than) the adjusted cost base of the AmalCo redeemable preferred share to the Canadian Holder. The adjusted cost base of Quad/Graphics class A stock so acquired by the Canadian Holder will be equal to the fair market value of such shares.

The income tax consequences described below under “Capital Gain and Capital Loss” will generally apply to a Canadian Holder who realizes a capital gain or capital loss from the disposition of AmalCo redeemable preferred shares.

Redemption of AmalCo Convertible Preferred Shares Pursuant to the Arrangement

A Canadian Holder who receives a cash payment in respect of the redemption of the Canadian Holder’s AmalCo convertible preferred shares will generally:

(a) be deemed to receive a dividend (subject to the application of subsection 55(2) of the Tax Act to a Canadian Holder of AmalCo convertible preferred shares that is a corporation, as discussed below) equal to the amount, if any, by which the cash payment received by the Canadian Holder on the redemption exceeds the paid-up capital of such Canadian Holder’s AmalCo convertible preferred shares for purposes of the Tax Act; and

(b) be considered to have disposed of such Canadian Holder’s AmalCo convertible preferred shares for proceeds of disposition equal to the cash payment received by the Canadian Holder on the redemption less the amount of the deemed dividend, if any, computed in (a). As a result, the Canadian Holder will realize a capital gain (or capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the AmalCo convertible preferred shares immediately before the disposition. The income tax consequences described below under “Capital Gain and Capital Loss” will generally apply to a Canadian Holder who realizes a capital gain or capital loss from the disposition of AmalCo convertible preferred shares.

Any dividends deemed to have been received on the AmalCo convertible preferred shares by an individual Canadian Holder will be included in the individual’s income and, subject to certain exceptions that apply to trusts, will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received by individuals from taxable Canadian corporations, including the enhanced dividend tax credit rules applicable to any dividends designated by AmalCo as “eligible dividends”.

Any dividends deemed to have been received on the AmalCo convertible preferred shares by a Canadian Holder that is a corporation will be included in computing its income and will generally be deductible in computing its taxable income. Certain corporations, including “private corporations” or “subject corporations” (as such terms are defined in the Tax Act), may be liable to pay a refundable tax under Part IV of the Tax Act at the rate of 33 1 / 3 % on the deemed dividend received on the AmalCo convertible preferred shares to the extent that such dividend is deductible in computing taxable income of such corporation .

Subsection 55(2) of the Tax Act provides that, under certain conditions, all or part of a dividend received or deemed to be received by a corporate shareholder, other than a dividend that is subject to Part IV tax that is not refunded as a consequence of the payment of a dividend to a corporation where the payment is part of the same series of transactions that includes the receipt of the dividend, may be treated as proceeds of disposition of AmalCo convertible preferred shares and not as a dividend. Accordingly, corporate Canadian Holders should consult their own tax advisors for specific advice with respect to the potential application of this provision.

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Dissenting Shareholders

Pursuant to the arrangement, a shareholder who duly and validly exercises dissent rights, will be entitled, if the Arrangement becomes effective, to be paid by World Color Press the fair value of the World Color Press common shares held by such dissenting shareholder.

Such a dissenting shareholder who is a Canadian Holder and receives a cash payment in respect of the fair value of such dissenting shareholder’s World Color Press common shares will generally:

(a) be deemed to receive a dividend (subject to the application of subsection 55(2) of the Tax Act to a dissenting shareholder who is a Canadian Holder that is a corporation, as discussed below) equal to the amount, if any, by which the cash payment received by the dissenting shareholder exceeds the paid-up capital of such dissenting shareholder’s World Color Press common shares for purposes of the Tax Act; and

(b) be considered to have disposed of such dissenting shareholder’s World Color Press common shares for proceeds of disposition equal to the cash payment received by the dissenting shareholder less the amount of the deemed dividend, if any, computed in (a). As a result, the dissenting shareholder will realize a capital gain (or capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the World Color Press common shares immediately before the disposition. The income tax consequences described below under “Capital Gain and Capital Loss” will generally apply to a dissenting shareholder who realizes a capital gain or capital loss from the disposition of World Color Press common shares.

Any dividends deemed to have been received on the World Color Press common shares by a Canadian Holder who is an individual (other than certain trusts) will be included in the individual’s income and will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received by individuals from taxable Canadian corporations, including the enhanced dividend tax credit rules applicable to any dividends designated by World Color Press as “eligible dividends”.

Any dividends deemed to have been received on the World Color Press common shares received by a Canadian Holder that is a corporation will be included in computing its income and will generally be deductible in computing its taxable income. Certain corporations, including “private corporations” or “subject corporations” (as such terms are defined in the Tax Act) may be liable to pay a refundable tax under Part IV of the Tax Act at the rate of 33 1 / 3 % on the dividend to the extent that such dividend received on the World Color Press common shares is deductible in computing taxable income of such corporation.

Subsection 55(2) of the Tax Act provides that, under certain conditions, all or part of a dividend received or deemed to be received by a corporate shareholder, other than a dividend that is subject to Part IV tax that is not refunded as a consequence of the payment of a dividend to a corporation where the payment is part of the same series of transactions that includes the receipt of the dividend, may be treated as proceeds of disposition of the World Color Press common shares and not as a dividend. Accordingly, corporate Canadian Holders should consult their own tax advisors for specific advice with respect to the potential application of this provision.

Any interest awarded by a court will be included in such dissenting shareholder’s income for the purposes of the Tax Act. A Canadian Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” as defined in the Tax Act may be liable to pay an additional refundable tax on its “aggregate investment income”, as defined in the Tax Act, for the year, which is defined to include interest.

Canadian Holders who are considering exercising dissent rights are advised to consult their tax advisors for advice having regard to their own circumstances.

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Capital Gain and Capital Loss

Generally, one-half of a capital gain realized by a Canadian Holder must be included in computing such Canadian Holder’s income as a taxable capital gain. One-half of a capital loss must be deducted as an allowable capital loss against taxable capital gains realized in the year. Allowable capital losses in excess of taxable capital gains realized for a taxation year may be deducted against net taxable capital gains in any of the three years preceding the year or any subsequent taxation year.

A Canadian Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” as defined in the Tax Act may be liable to pay an additional refundable tax on its “aggregate investment income”, as defined in the Tax Act, for the year, which is defined to include taxable capital gains.

Capital gains realized by an individual or trust, other than certain specified trusts, may give rise to alternative minimum tax under the Tax Act.

If a Canadian Holder is a corporation, the amount of any capital loss arising from a disposition or deemed disposition of shares may be reduced by the amount of dividends received or deemed to have been received by it on such shares to the extent and under circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns shares or where a trust or partnership of which a corporation is a beneficiary or a member is a member of a partnership or a beneficiary of a trust that owns shares. Canadian Holders to whom these rules may be relevant should consult their own tax advisors.

Canadian Federal Income Tax Considerations Relevant to Ownership of Quad/Graphics Class A Stock

Dividends on the Quad/Graphics Class A Stock

The full amount of dividends received or deemed to be received by a Canadian Holder on the Quad/Graphics class A stock, including amounts deducted for United States withholding tax, if any, will be included in computing the Canadian Holder’s income. For an individual (including a trust) the gross-up and dividend tax credit rules in the Tax Act normally applicable to taxable dividends received from taxable Canadian corporations will not apply to such dividends. A Canadian Holder that is a corporation will not be entitled to deduct the amount of such dividends in computing its taxable income. A Canadian Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional refundable tax in respect of its “aggregate investment income” for the year, including such dividends.

United States withholding tax payable by a Canadian Holder in respect of dividends received on the Quad/Graphics class A stock may be eligible for a foreign tax credit or deduction under the Tax Act to the extent and under the circumstances described in the Tax Act. Canadian Holders should consult their own tax advisors with respect to the availability of a foreign tax credit or deduction, having regard to their own particular circumstances.

If Quad/Graphics were a FIE, the FIE Proposals (as discussed below) include complex provisions to relieve against double taxation of dividends received and amounts included in income under the FIE Proposals. Quad/Graphics shareholders should consult their own tax advisors in this regard.

Disposition of Quad/Graphics Class A Stock

A disposition or deemed disposition of the Quad/Graphics class A stock by a Canadian Holder will generally result in a capital gain (or capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the holder of the Quad/Graphics class A stock immediately before the disposition.

The tax consequences described above under “Canadian Federal Income Tax Considerations Relevant to the Arrangement - Capital Gain and Capital Loss” will generally apply to a Canadian Holder who realizes a capital gain or capital loss from the disposition of Quad/Graphics class A stock.

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Proposals Regarding Foreign Investment Entities

Under legislation contained in former Bill C-10, amendments to the Tax Act were proposed by the Minister of Finance (Canada) regarding the taxation of certain interests in non-resident entities that are “foreign investment entities” (sometimes referred to as the “FIE Proposals”), to be generally applicable for taxation years commencing after 2006. Parliament was dissolved on September 7, 2008, before the FIE Proposals were enacted. As part of the January 29, 2009 Federal Budget, the Minister of Finance (Canada) announced that the government would be reviewing the FIE Proposals and submissions made to the government thereon before proceeding with any amendments regarding the taxation of FIEs. There can be no assurance that the FIE Proposals will ultimately be enacted in the form set out in Bill C-10, or at all.

Pursuant to the FIE Proposals, where a Canadian Holder (that is not an “exempt taxpayer”) holds a “participating interest” (such as a share) that is not an “exempt interest” in a corporation that is a FIE at the corporation’s taxation year-end, the Canadian Holder will be required to take into account, in computing income for the Canadian Holder’s taxation year that includes such taxation year-end: (i) an amount based on a prescribed rate of return on the “designated cost” of such participating interest held by the Canadian Holder at the end of each month ending in the Canadian Holder’s taxation year at which time the participating interest is held by the Canadian Holder; (ii) in certain limited circumstances, any gains or losses accrued on such participating interest for the year; or (iii) in certain limited circumstances, the Canadian Holder’s proportionate share of the FIE’s income (or loss) for the year, calculated in accordance with the Tax Act and Regulations. For purposes of the FIE Proposals, Quad/Graphics class A stock will constitute participating interests in Quad/Graphics.

Quad/Graphics will not be a FIE at the end of a taxation year of Quad/Graphics provided that either: (i) at such time, the “carrying value” of all of Quad/Graphics’ “investment property” will not be greater than one-half of the “carrying value” of all its property; or (ii) throughout the relevant taxation year, Quad Graphics’ principal undertaking will have been the carrying on of a business that is not an “investment business”. However, the determination of whether or not Quad/Graphics is a FIE at any particular time must be made at that particular time. No assurances can be given that Quad/Graphics will not be a FIE at the end of any of its taxation years or at any other times.

In any event, even if Quad/Graphics were a FIE at the end of one of its taxation years, the FIE Proposals will not apply in a taxation year of a Quad/Graphics shareholder if, at the end of the taxation year of Quad/Graphics that ends in such year, the Quad/Graphics class A stock is an “exempt interest” to such shareholder. Generally, Quad/Graphics class A stock will constitute an “exempt interest” to a shareholder at the end of a particular taxation year if:

· it is reasonable to conclude that the shareholder has, at that time, no “tax avoidance motive” (within the meaning of the FIE Proposals) in respect of the Quad/Graphics class A stock;

· throughout the period that Quad/Graphics class A stock is held by such shareholder during such taxation year of Quad/Graphics, either: (A) Quad/Graphics is governed by and exists under the laws of the United States, and Quad/Graphics is a resident of the United States for purposes of the Canada-U.S. Income Tax Convention (1980) (the “Treaty”), as amended; or (B) Quad/Graphics is a resident of the United States for purposes of the Tax Act and the Quad/Graphics class A stock is listed (which Quad/Graphics expects to be) on a “designated stock exchange” as defined in the Tax Act; and

· throughout the period that Quad/Graphics class A stock is held by such shareholder during such taxation year of Quad/Graphics, the Quad/Graphics class A stock is an “arm’s length interest” of the shareholder within the meaning of the FIE Proposals.

The determination of whether a Canadian Holder has a “tax avoidance motive” in respect of the Canadian Holder’s Quad/Graphics class A stock within the meaning of the FIE Proposals will depend upon the particular circumstances of the Canadian Holder. Canadian Holders should consult their own tax advisors regarding the determination of whether they have such a tax avoidance motive.

The Quad/Graphics class A stock will generally qualify as an “arm’s length interest” at any time in respect of a Canadian Holder for purposes of the FIE Proposals provided: (i) it is reasonable to conclude that there are at

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least 150 persons each of which holds, at that time, Quad/Graphics class A stock having a total fair market value of at least CAD$500; (ii) it is reasonable to conclude that the Quad/Graphics class A stock can normally be acquired and sold by members of the public in the open market; and (iii) the aggregate fair market value, at that time, of the Quad/Graphics class A stock that is held by the Canadian Holder, or an entity or individual with whom the Canadian Holder does not deal at arm’s length, does not exceed 10% of the fair market value of all of the Quad/Graphics class A stock at that time. No assurances can be given that the Quad/Graphics class A stock will qualify as an “arm’s length interest”.

The determination of whether or not the Quad/Graphics class A stock constitutes an “exempt interest” to a Canadian Holder must be made on an annual basis at the end of each taxation year of Quad/Graphics and no assurances can be given that the Quad/Graphics class A stock will constitute an “exempt interest” to any Canadian Holder at any taxation year end of Quad/Graphics.

In the event that the FIE Proposals are enacted as last proposed and do apply to the Quad/Graphics class A stock, a Canadian Holder may be required to include in income for each taxation year an amount of income or gains computed in accordance with the FIE Proposals, regardless of whether or not the Canadian Holder actually receives any income or realizes any gains relating to such Quad/Graphics class A stock.

The FIE Proposals are complex and have been subject to extensive commentary and amendment. Quad/Graphics shareholders should consult their own tax advisors regarding the potential application of the FIE Proposals in their particular circumstances.

Foreign Property Information Reporting

A Canadian Holder that is a “specified Canadian entity” for a taxation year or a fiscal period and whose total “cost amount” of all “specified foreign property”, (each as defined in the Tax Act) at any time in the taxation year or fiscal period exceeds CAD$100,000 is required to file an information return for the year or fiscal period disclosing prescribed information, including the cost amount and any income in the taxation year, in respect of such property. Subject to certain exceptions, a Canadian Holder will generally be a “specified Canadian entity”. The Quad/Graphics class A stock will be “specified foreign property” to a Canadian Holder. The reporting rules in the Tax Act are complex and this summary does not purport to explain all circumstances in which reporting may be required by a Canadian Holder. Accordingly, Canadian Holders should consult their own tax advisors regarding compliance with these rules .

Taxation of Non-Canadian Shareholders

The following summary applies to World Color Press shareholders who, at all relevant times, are not resident and are not deemed to be resident in Canada for purposes of the Tax Act and do not hold their World Color Press common shares in connection with a business carried on, or deemed to be carried on, in Canada (sometimes referred to as a Non-Canadian Holder). Special rules, which are not discussed in this summary, may apply to a Non-Canadian Holder that is an insurer carrying on an insurance business in Canada or elsewhere.

Exercise of Conversion Privilege of World Color Press Convertible Preferred Shares

A Non-Canadian Holder who converts the Non-Canadian Holder’s World Color Press preferred shares to World Color Press common shares will generally not be considered to realize a capital gain (or capital loss) on the conversion. The Non-Canadian Holder will be considered not to have disposed of the Non-Canadian Holder’s World color Press convertible preferred shares on the conversion. The cost to the Non-Canadian Holder of the World Color Press common shares acquired on the conversion will be equal to the Non-Canadian Holder’s adjusted cost base of the World Color Press preferred shares immediately before the conversion. The adjusted cost base to the Non-Canadian Holder of the World Color Press common shares acquired on the conversion will be determined by averaging the cost of the World Color Press common shares so acquired with the adjusted cost base of all other World Color Press common shares held by such Non-Canadian Holder as capital property. Under the current published administrative practice of the CRA, a Non-Canadian Holder who receives cash not in excess of CAD$200 in lieu of a fraction of a World Color Press common share upon conversion of a World Color Press preferred share may either treat this amount as proceeds of disposition of a portion of a World Color Press preferred share (thereby

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realizing a capital gain or capital loss) or alternatively may reduce the adjusted cost base of the World Color Press common shares received on the conversion by the amount of the cash received.

The World Color Press preferred shares will be “taxable Canadian property” to a Non-Canadian Holder. Any capital gain or (capital loss) equal to the amount by which proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the World Color Press preferred shares immediately before the conversion, realized by a Non-Canadian Holders with respect to cash received in lieu of a fraction of a World Color Press common share that is treated as proceeds of disposition as described above will not be subject to tax under the Tax Act unless the Non-Canadian Holders’ World Color Press preferred shares do not constitute ‘‘treaty-protected property’’ of the Non-Canadian Holder. World Color Press preferred shares owned by a Non-Canadian Holder will generally be ‘‘treaty-protected property’’ of the Non-Canadian Holder if the gain from the disposition of such property by the Non-Canadian Holder would, because of an applicable income tax convention to which Canada is a signatory, be exempt from tax under the Tax Act. In the case of a Non-Canadian Holder that is a resident of the United States and that is entitled to full benefits under the Treaty (sometimes referred to as a U.S. Holder), no tax under the Tax Act will be payable by reason of the Treaty on a capital gain realized on a disposition of such shares unless, at the time of disposition, the value of such shares is derived principally from real property situated in Canada. Non-Canadian Holders should consult their own tax advisors with respect to the availability of any relief under the terms of any applicable income tax convention in their particular circumstances.

Although a Non-Canadian Holder will not be subject to the requirements (including the notification to, and the obtaining of a clearance certificate from, the CRA) of section 116 of the Tax Act in connection with a conversion of World Color Press preferred shares into World Color Press common shares. World Color Press may nevertheless be required to pay and remit certain amounts pursuant to section 116 of the Tax Act with respect to the conversion. World Color Press has requested a “comfort letter” from the CRA which may relieve World Color Press of its obligation to pay and remit such amounts. It is the CRA’s administrative practice to issue a comfort letter in such circumstances, however, no assurance can be given World Color Press will obtain such comfort letter from the CRA. In such circumstance, World Color Press will be required to withhold and sell a portion of the common shares issuable on the conversion, and the proceeds of such sale will be remitted to the Receiver General of Canada pursuant to section 116 of the Tax Act as a payment on account of the Non-Resident Holder’s tax.

The World Color Press common shares received by a Non-Canadian Holder as a result of a conversion of the World Color Press preferred shares will be deemed to be “taxable Canadian property” to the Non-Canadian Holder. Such Non-Canadian Holders should consult with their own tax advisors for advice concerning the implications of holding “taxable Canadian property” having regard to their particular circumstances.

Canadian Federal Income Tax Considerations Relevant to the Arrangement

Amalgamation of World Color Press with Quad/Graphics’ Acquisition Subsidiary

A Non-Canadian Holder whose World Color Press common shares are exchanged for AmalCo redeemable preferred shares on the amalgamation of World Color Press and Quad/Graphics’ acquisition subsidiary will not realize any capital gain or capital loss as a result of the exchange. The Non-Canadian Holder will be considered to have disposed of the Non-Canadian Holder’s World Color Press common shares for proceeds of disposition equal to the aggregate adjusted cost base of the World Color Press common shares to the Non-Canadian Holder immediately before the amalgamation and to have acquired AmalCo redeemable preferred shares at an aggregate cost equal to such proceeds of disposition, which will represent the aggregate adjusted cost base of such shares to the Non-Canadian Holder.

Similarly, a Non-Canadian Holder whose World Color Press preferred shares are exchanged for AmalCo convertible preferred shares on the amalgamation of World Color Press and Quad/Graphics’ acquisition subsidiary will not realize any capital gain or capital loss as a result of the exchange. The Non-Canadian Holder will be considered to have disposed of the Non-Canadian Holder’s World Color Press preferred share for proceeds of disposition equal to the aggregate adjusted cost base of the World Color Press preferred shares to the Non-Canadian Holder immediately before the amalgamation and to have acquired AmalCo convertible preferred shares at an aggregate cost equal to such proceeds of disposition, which will represent the aggregate adjusted cost base of such shares to the Non-Canadian Holder.

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Generally, a Non-Resident Holder will not be subject to the requirements (including the notification to, and the obtaining of a clearance certificate from, the CRA) of section 116 of the Tax Act in connection with such an exchange of World Color Press common shares or convertible preferred shares as a consequence of the amalgamation. However, a Non-Canadian Holder’s AmalCo redeemable preferred shares or convertible preferred shares acquired on the amalgamation of World Color Press and Quad/Graphics’ acquisition subsidiary will be deemed to be “taxable Canadian property” to the Non-Canadian Holder.

Disposition of AmalCo Redeemable Preferred Shares Pursuant to the Arrangement

A Non-Canadian Holder who disposes of AmalCo redeemable preferred shares under the Arrangement will not be subject to tax under the Tax Act in respect of a capital gain realized on such disposition unless the AmalCo redeemable preferred shares are “taxable Canadian property” or deemed to be “taxable Canadian property” to the Non-Canadian Holder and any such capital gain is not exempt from tax by virtue of an applicable income tax convention between Canada and the country in which the Non-Canadian Holder is resident.

Generally, AmalCo redeemable preferred shares will not constitute “taxable Canadian property” to a Non-Canadian Holder at a particular time provided that (i) such AmalCo redeemable preferred shares are listed or deemed to be listed on a “designated stock exchange” (which currently includes the Toronto Stock Exchange), (ii) the Non-Canadian Holder, persons with whom the Non-Canadian Holder does not deal at arm’s length, or the Non-Canadian Holder together with such persons, have not owned 25% or more of the issued shares of any class or series of AmalCo’s capital stock at any time during the 60-month period immediately preceding that time, and (iii) such AmalCo redeemable preferred shares are not deemed to be “taxable Canadian property” for the purposes of the Tax Act. A Non-Canadian Holder’s AmalCo redeemable preferred shares may be deemed to be “taxable Canadian property” in certain circumstances set out in the Tax Act including if the Non-Canadian Holder acquired such shares on the amalgamation of World Color Press and Quad/Graphics’ acquisition subsidiary in exchange for World Color Press common shares that were “taxable Canadian property” to such Non-Canadian Holder. The World Color Press common shares issued to Non-Canadian Holders on the conversion of World Color Press preferred shares are deemed to be “taxable Canadian property”. Non-Canadian Holders whose AmalCo redeemable preferred shares constitute “taxable Canadian property” should consult their own tax advisors.

Even if AmalCo redeemable preferred shares are ‘‘taxable Canadian property’’ to a Non-Canadian Holder, a taxable capital gain resulting from the disposition of AmalCo redeemable preferred shares will not be included in computing the Non-Canadian Holder’s income for the purposes of the Tax Act if AmalCo redeemable preferred shares constitute ‘‘treaty-protected property’’ of the Non-Canadian Holder at the time of disposition. AmalCo redeemable preferred shares owned by a Non-Canadian Holder will generally be ‘‘treaty-protected property’’ of the Non-Canadian Holder if the gain from the disposition of such property by the Non-Canadian Holder would, because of an applicable income tax convention to which Canada is a signatory, be exempt from tax under the Tax Act. In the case of a Non-Canadian Holder that is a U.S. Holder to whom the AmalCo redeemable preferred shares represent “taxable Canadian property”, no tax under the Tax Act will be payable by reason of the Treaty on a capital gain realized on a disposition of such shares unless, at the time of disposition, the value of such shares is derived principally from real property situated in Canada. Non-Canadian Holders should consult their own tax advisors with respect to the availability of any relief under the terms of any applicable income tax convention in their particular circumstances.

Redemption of AmalCo Convertible Preferred Shares Pursuant to the Arrangement

Non-Canadian Holders who dispose of AmalCo convertible preferred shares on a redemption in consideration for a cash payment from AmalCo will be deemed to have received a dividend from AmalCo equal to the amount, if any, by which the cash payment received exceeds the paid-up capital of such Non-Canadian Holders’ AmalCo convertible preferred shares for purposes of the Tax Act. Such dividends are subject to Canadian withholding tax of 25%, subject to the reduction of such rate under an applicable income tax convention. Under the Treaty, the rate of withholding tax on dividends paid or credited to a U.S. Holder that is the beneficial owner of the dividends is generally reduced to 15% of the gross amount of the dividends.

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“taxable Canadian property” to the Non-Canadian Holder. Any capital gain or capital loss (computed in the same manner as described above for shareholders that are Canadian Holders under “Canadian Federal Income Tax Considerations Relevant to the Arrangement—Redemption of AmalCo Convertible Preferred Shares Pursuant to the Arrangement”) realized by such Non-Canadian Holders will not be subject to tax under the Tax Act unless the Non-Canadian Holders’ AmalCo convertible preferred shares do not constitute ‘‘treaty-protected property’’ of the Non-Canadian Holder. AmalCo convertible preferred shares owned by a Non-Canadian Holder will generally be ‘‘treaty-protected property’’ of the Non-Canadian Holder if the gain from the disposition of such property by the Non-Canadian Holder would, because of an applicable income tax convention to which Canada is a signatory, be exempt from tax under the Tax Act. In the case of a U.S. Holder to whom the AmalCo convertible preferred shares constitute “taxable Canadian property”, no tax under the Tax Act will be payable by reason of the Treaty on a capital gain realized on a disposition of such shares unless, at the time of disposition, the value of such shares is derived principally from real property situated in Canada. Non-Canadian Holders should consult their own tax advisors with respect to the availability of any relief under the terms of any applicable income tax convention in their particular circumstances.

A Non-Canadian Holder will be subject to the requirements (including the notification to, and the obtaining of a clearance certificate from, the CRA) of section 116 of the Tax Act in connection with a redemption of the AmalCo convertible preferred shares pursuant to the Arrangement. Where the Non-Canadian Holder does not obtain the necessary clearance certificate, AmalCo will be required to withhold a portion of the redemption amount payable to the Non-Canadian Holder upon redemption of the AmalCo convertible preferred shares and remit such withheld amount to the Receiver General of Canada on behalf of the Non-Canadian Holder. The Non-Canadian Holder may seek to recover any resulting overpayment of its Canadian federal income tax pursuant to filing a Canadian federal income tax return for its taxation year in which the redemption occurred.

Non-Canadian Holders whose AmalCo convertible preferred shares constitute “taxable Canadian property” should consult their own tax advisors for advice having regard to their particular circumstances.

Dissenting Shareholders

A Non-Canadian Holder of World Color Press common shares who duly and validly exercises dissent rights and receives a cash payment in respect of the fair market value of the Non-Canadian Holder’s World Color Press common shares (sometimes referred to as a Non-Canadian Dissenting Shareholder) will be deemed to have received a dividend from World Color Press computed in the same manner as described above for dissenting shareholders that are Canadian Holders. Such dividends are subject to Canadian withholding tax of 25%, subject to the reduction of such rate under an applicable income tax convention. Under the Treaty, the rate of withholding tax on dividends paid or credited to a U.S. Holder that is a dissenting shareholder and the beneficial owner of the dividends is generally reduced to 15% of the gross amount of the dividends.

Any capital gain or capital loss (computed in the same manner as described above under “Canadian Federal Income Tax Considerations Relevant to the Arrangement—Dissenting Shareholders” for dissenting shareholders that are Canadian Holders) realized by such Non-Canadian Dissenting Shareholder will not be subject to tax under the Tax Act unless the World Color Press common shares are “taxable Canadian property” to the Non-Canadian Holder and any such capital gain is not exempt from tax by virtue of an applicable income tax convention between Canada and the country in which the Non-Canadian Holder is resident. In the case of a Non-Canadian Dissenting Shareholder that is a U.S. Holder to whom the World Color Press common shares constitute “taxable Canadian property,” no tax under the Tax Act will be payable by reason of the Treaty on a capital gain realized on a disposition of such shares unless, at the time of the disposition, the value of such shares is derived principally from real property situated in Canada.

Any interest awarded by a court and paid or credited to a Non-Canadian Dissenting Shareholder will generally not be subject to Canadian withholding tax.

Non-Canadian Holders who are considering exercising dissent rights are advised to consult their tax advisors for advice having regard to their own particular circumstances.

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Eligibility for Investment

On the effective date of the arrangement, provided that the Quad/Graphics class A stock is listed on a “designated stock exchange”, the Quad/Graphics class A stock will be qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, deferred profit sharing plans, registered disability savings plans and tax-free savings accounts (sometimes referred to as TFSA) and, provided the holder of a TFSA deals at arm’s length with Quad/Graphics, does not have a “significant interest” (within the meaning of the Tax Act) in Quad/Graphics, and does not have a “significant interest” (within the meaning of the Tax Act) in a corporation, partnership or trust that does not deal at arm’s length with Quad/Graphics, will not be a “prohibited investment” for such TFSA.

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VOTING AND SUPPORT AGREEMENT

Concurrently with the execution of the arrangement agreement, World Color Press, the trustees and certain beneficiaries of the voting trust agreement and the Quad/Graphics voting trust entered into a voting and support agreement. The following summarizes the significant terms of the voting and support agreement:

Voting . Each of the Quad/Graphics voting trust and the beneficiaries who executed the voting and support agreement (sometimes referred to as the voting trust shareholders) has agreed that such voting trust shareholder will vote (or cause to be voted) all trust certificates and/or Quad/Graphics shares held by such voting trust shareholder (a) in favor of the approval of the transactions contemplated by the arrangement agreement and any other action requested by Quad/Graphics in furtherance thereof, (b) in favor of the adoption of the Quad/Graphics Charter, (c) against any action that would reasonably be expected to result in a breach of the arrangement agreement or the voting and support agreement and (d) against any acquisition proposal or any other action, agreement or transaction that would reasonably be expected to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the arrangement.

Restrictions on Transfer. Each of the voting trust shareholders has agreed that, subject to certain exceptions, without the prior written consent of World Color Press, such voting trust shareholder will not dispose of or enter into any agreement relating to the disposition of any trust certificates or Quad/Graphics shares held by such voting trust shareholder, including any such trust certificates or shares acquired after the date of the voting and support agreement.

Representations and Warranties of Trustees . Each of the trustees of the Quad/Graphics voting trust has made customary representations and warranties to World Color Press, including, among others, with respect to (a) authority to enter into, and carry out the obligations under, the voting and support agreement and enforceability of the voting and support agreement, (b) status as a trustee of the Quad/Graphics voting trust and (c) action required to cause the Quad/Graphics voting trust to vote the Quad/Graphics shares held by the Quad/Graphics voting trust in favor of the transactions contemplated by the arrangement agreement.

Representations and Warranties of Voting Trust Shareholders . Each of the voting trust shareholders has made customary representations and warranties to World Color Press, including, among others, with respect to (a) authority to enter into, and carry out the obligations under, the voting and support agreement and enforceability of the voting and support agreement, (b) ownership and voting power of trust certificates and Quad/Graphics shares and (c) collective voting power of the voting trust shareholders.

No Solicitation . Except for actions taken as a director of Quad/Graphics (which are governed by the terms of the arrangement agreement), each of the voting trust shareholders has agreed not to, directly or indirectly, (a) knowingly initiate, solicit or encourage any inquiries or the making of any proposal to acquire Quad/Graphics shares owned by the voting trust shareholders or (b) knowingly enter into any negotiations or discussions with, or provide confidential information to, any person relating to any proposal to acquire Quad/Graphics shares owned by the voting trust shareholders or otherwise facilitate any efforts or attempt to make or implement any proposal to acquire Quad/Graphics shares owned by the voting trust shareholders.

Other Covenants. To the extent permitted by the voting trust agreement, the trustees and voting trust shareholders have agreed not to (a) appoint any additional trustee under the voting trust agreement unless, prior to such appointment, the person who will be appointed as a trustee agrees in writing to be subject to the terms and conditions of the voting and support agreement or (b) amend the voting trust agreement in a manner that adversely affects the ability of the voting trust shareholders to comply with their obligations under the voting and support agreement.

Termination . The voting and support agreement will terminate upon the earliest of the following to occur: (a) the consummation of the arrangement; (b) the date and time of the termination of the arrangement agreement by either or both of Quad/Graphics and World Color Press; and (c) the date and time that the board of directors of Quad/Graphics effects a change in its recommendation regarding the arrangement and recommends a superior proposal to its shareholders.

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DIRECTORS AND EXECUTIVE OFFICERS OF QUAD/GRAPHICS AFTER THE ARRANGEMENT

This section of this proxy circular/prospectus describes the directors and executive officers of Quad/Graphics upon completion of the arrangement.

Board of Directors of Quad/Graphics

In connection with the consummation of the arrangement pursuant to which World Color Press will become a wholly-owned subsidiary of Quad/Graphics, Quad/Graphics will amend its bylaws such that, upon completion of the arrangement, the board of directors of Quad/Graphics will be composed of the six current directors of Quad/Graphics (or others designated by Quad/Graphics) and two of the World Color Press directors. One of the directors of World Color Press to be added to the Quad/Graphics board of directors upon completion of the arrangement will be Mark A. Angelson, the Chairman and Chief Executive Officer of World Color Press, and the other director has not been determined at this time.

Information concerning the six current directors of Quad/Graphics and Mr. Angelson is set forth below.

J. Joel Quadracci, 41, has been a director of Quad/Graphics since 2003, its President since January 2005, its President and Chief Executive Officer since July 2006 and its Chairman, President and Chief Executive Officer since January 2010. Mr. Quadracci joined Quad/Graphics in 1991 and, prior to becoming President and Chief Executive Officer, served in various capacities, including Sales Manager, Regional Sales Strategy Director, Vice President of Print Sales, Senior Vice President of Sales & Administration and President and Chief Operating Officer. Mr. Quadracci also serves on the board of directors for the Direct Marketing Association and Wisconsin Manufacturers & Commerce, a trade organization. Mr. Quadracci received a Bachelor of Arts in Philosophy from Skidmore College in 1991. Mr. Quadracci is the son of Betty Ewens Quadracci, a director and employee of Quad/Graphics, and the brother-in-law of Christopher B. Harned, a director of Quad/Graphics. Quad/Graphics believes that Mr. Quadracci’s extensive experience in the printing industry and in leadership positions with Quad/Graphics qualifies him for service as a director of Quad/Graphics.

Betty Ewens Quadracci, 71, has been a director of Quad/Graphics since 2002 and has held a variety of positions with the company or its subsidiaries since co-founding the company in 1971. Ms. Quadracci currently serves as President of QuadCreative, LLC, a graphic design firm, and as President and Publisher of Milwaukee Magazine, a monthly city magazine, both of which are wholly-owned subsidiaries of Quad/Graphics. She has held these positions since Quad/Graphics formed QuadCreative, LLC in 1985 and acquired Milwaukee Magazine in 1984, respectively. Ms. Quadracci received a Bachelor’s degree from Trinity College in Washington, D.C. in 1961 and attended the University of Fribourg in Fribourg, Switzerland. Ms. Quadracci is the mother of J. Joel Quadracci, Quad/Graphics’ chairman, president and chief executive officer, and the mother-in-law of Christopher B. Harned, a director of Quad/Graphics. Quad/Graphics believes that Ms. Quadracci’s demonstrated entrepreneurial skills in co-founding Quad/Graphics and her expertise and skills in the printing industry qualify her for service as a director of Quad/Graphics.

John S. Shiely, 57, has been a director of Quad/Graphics since 1996. He currently serves as Chairman of Briggs & Stratton Corporation, a producer of air cooled gasoline engines for outdoor power equipment, and served as Chief Executive Officer until his retirement in December 2009. Prior to becoming Chief Executive Officer in 2001 and Chairman in 2003, Mr. Shiely had worked for Briggs & Stratton Corporation in various capacities, including Vice President and General Counsel, Executive Vice President — Administration and President, since joining the company in 1986. Mr. Shiely has served as a director of Marshall & Ilsey Corporation since 1999 and of The Scotts Miracle-Gro Company since 2007. Mr. Shiely received a Bachelor of Business Administration in Accounting from the University of Notre Dame, a Juris Doctor from Marquette University Law School and a Master of Management from the J. L. Kellogg Graduate School of Management at Northwestern University. Quad/Graphics believes that Mr. Shiely’s career as a successful executive of a publicly-traded company, his experiences as a director of various publicly-traded companies and his education in accounting and law qualify him to serve as a director of Quad/Graphics.

William J. Abraham, Jr., 62, has been a director of Quad/Graphics since 2003. He has been a partner with Foley & Lardner LLP, a law firm in Milwaukee, Wisconsin, since 1980, and was formerly Chairman of the firm’s

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Business Law Department and a member of its Management Committee. Mr. Abraham has served as a director of Proliance International, Inc. since 1995, and is currently a director of several private companies including The Vollrath Company, LLC; Park Bank; Lakeview Equity Partners, LLC; and Windway Capital Corp. Mr. Abraham received a Bachelor of Arts from the University of Illinois in 1969 and a Juris Doctor from the University of Michigan Law School in 1972. On June 24, 2009, Proliance International, Inc. filed a petition for bankruptcy in the United States District Court for Delaware. Over the ensuing year, its two primary operations were sold in Section 363 proceedings. Mr. Abraham continues as a director at this time pending complete liquidation of the company. Proliance International, Inc. was listed on the American Stock Exchange prior to its bankruptcy. Quad/Graphics believes that Mr. Abraham’s long and varied experience as a director of many companies and as a practicing attorney qualify him to serve as a director of Quad/Graphics and a member of Quad/Graphics’ compensation committee.

Douglas P. Buth, 55, has been a director of Quad/Graphics since 2005. He retired as Chairman, Chief Executive Officer and President of Appleton Papers, Inc., a producer of carbonless, thermal, security paper and performance packaging products, and as Chief Executive Officer and President of Paperweight Development Corp., the parent company of Appleton Papers, Inc., in 2005. Prior to becoming Chief Executive Officer and President, Mr. Buth had served in a variety of roles at Appleton Papers, Inc., including positions in strategic planning, marketing and sales and as general manager and executive vice president. Mr. Buth is currently a member of the board of directors for Trek Bicycle Corporation, where he serves as chairman of the audit committee and a member of the compensation committee, Grange Mutual Insurance Company, where he serves as a member of the audit committee and chairman of the compensation committee, Integrity Mutual Insurance Company, where he serves as a member of the compensation committee, and Bradner Central Company, where he serves as chairman of the audit and compensation committees. Mr. Buth received a Bachelor of Business Administration in Accounting from the University of Notre Dame in 1977. He qualified as a C.P.A. with PriceWaterhouseCoopers LLP in 1979 and thereafter held a number of financial positions with Saks Fifth Avenue and BATUS Inc. Quad/Graphics believes that Mr. Buth’s financial expertise as a C.P.A. and his experience as a successful leader of a publicly-traded company for many years and on several boards of directors qualify him for service as a director of Quad/Graphics.

Christopher B. Harned, 47, has been a director of Quad/Graphics since 2005. He currently serves as a Partner, Managing Director and Head of the Consumer Products Group of The Cypress Group LLC, a New York City-based private equity firm. Prior to joining The Cypress Group LLC in 2001, Mr. Harned was a Managing Director and Global Head of Consumer Products M&A with Lehman Brothers, where he had worked for over 16 years. Mr. Harned is a member of the board of directors of North American Midway Entertainment, an outdoor entertainment business; bswift, an employee benefits software-as-a-service business; and FreshPet, a pet food company. He served as a director of Danka Business Systems PLC, a U.K. entity which was voluntarily wound up in a shareholder-approved transaction after operating units of the company were sold, from 2002 to 2009. Mr. Harned received a Bachelor’s degree from Williams College in 1985. Mr. Harned is the brother-in-law of J. Joel Quadracci, Quad/Graphics’ chairman, president and chief executive officer, and the son-in-law of Betty Ewens Quadracci, a director and employee of Quad/Graphics. Quad/Graphics believes that Mr. Harned’s long experience in the financial services industry and his successful leadership at several companies in various industries qualifies him to serve as a director of Quad/Graphics.

Mark A. Angelson, 59, has served as chairman of World Color Press since July 2009, and as chairman and chief executive officer of World Color Press since September 2009. Prior to becoming World Color Press’ chairman and chief executive officer, Mr. Angelson served as chairman of MidOcean Partners, a New York-based investment firm, from January 2008 until September 2009. Mr. Angelson also served as chief executive officer and a director of R.R. Donnelley & Sons Company, a provider of print and related services, from February 2004 through April 2007; as chief executive officer of Moore Wallace Incorporated from May 2003 to February 2004; as chief executive officer of Moore Corporation Limited from January 2003 to May 2003; and as lead independent director and non-executive chairman of the board of Moore Corporation Limited from November 2001 through December 2002. Prior to becoming associated with Moore Corporation Limited, Mr. Angelson served as deputy chairman of Chancery Lane Capital LLC, a private equity investment firm, from December 1999 through January 2002. Mr. Angelson also served in various capacities, including as Deputy Chairman, at Big Flower Press, Inc., later known as Vertis Inc., from 1996 until 2001. Mr. Angelson graduated from Rutgers College, where he was elected to Phi Beta Kappa, in 1972 and from Rutgers Law School in 1975. Mr. Angelson is expected to be appointed to Quad/Graphics’ board of directors pursuant to the arrangement agreement. Quad/Graphics believes that Mr.

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Angelson’s career as a seasoned executive and director of various providers of print and related services, and the leading role he has played in significant corporate transactions in the printing industry, qualify him to serve as a director of Quad/Graphics.

Committees of the Board of Directors of Quad/Graphics

Quad/Graphics currently has standing audit, finance and compensation committees of its board of directors. Each committee is appointed by and reports to the board. The Quad/Graphics board of directors has adopted, and may amend from time to time, a written charter for each of the audit, finance and compensation committees. The charters for these committees are included in Annex E to this proxy circular/prospectus.

Audit Committee

The audit committee of the Quad/Graphics board of directors currently consists of Messrs. Buth (chairman) and Shiely and Ms. Quadracci. Messrs. Buth and Shiely are independent as defined by the rules of the SEC and are expected to be independent under the listing standards of the national securities exchange in the United States on which Quad/Graphics expects to list its class A stock. The board is expected to determine that each of Messrs. Buth and Sheily qualifies as an “audit committee financial expert” as defined by the SEC rules and meets the expertise requirements for audit committee members under the listing standards of the national securities exchange in the United States on which Quad/Graphics expects to list its class A stock. Each member of the audit committee has served in senior positions with their respective organizations or have served as directors of public and private companies, which has afforded the member the opportunity to gain familiarity with financial matters relevant to Quad/Graphics. The principal functions performed by the audit committee have included assisting and discharging certain responsibilities of Quad/Graphics’ board in overseeing the reliability of financial reporting, the effectiveness of internal control over financial reporting, the process for monitoring compliance with corporate codes of conduct and control and the independence of the internal and external auditors and audit functions. The audit committee has evaluated the performance of independent auditors and recommended to the board the appointment of the independent auditors, but the auditors have been ultimately accountable to both the Committee and the board. Quad/Graphics has not adopted specific policies and procedures for the engagement of non-audit services. The audit committee has reviewed the engagement of non-audit services as required.

The yet undetermined director of World Color Press to be added to the Quad/Graphics board of directors upon completion of the arrangement will become a member of the audit committee of the Quad/Graphics board of directors.

Finance Committee

The finance committee of the Quad/Graphics board of directors consists of Mr. Harned (chairman), Ms. Quadracci and Mr. Buth. The principal functions performed by the finance committee have been to provide assistance to, and discharge certain responsibilities of, Quad/Graphics’ board relating to the capital structure, means of financing, selection of lenders, cash flow modeling, interest rate sensitivity and similar matters so as to achieve Quad/Graphics’ long-range plans.

Compensation Committee

The compensation committee of the Quad/Graphics board of directors consists of Ms. Quadracci and Messrs. Shiely (chairman), Abraham and Buth. Messrs. Abraham, Shiely and Buth are expected to be deemed independent as defined by the listing standards of the national securities exchange in the United States on which Quad/Graphics expects to list its class A stock. The principal functions of the compensation committee have been to review and approve the annual salary, bonuses, equity-based incentives and other benefits, direct and indirect, of the corporate officers of Quad/Graphics, review and report on the compensation and human resources policies, programs and plans of Quad/Graphics, administer Quad/Graphics’ stock option and other compensation plans, review and recommend to the board chief executive officer compensation and review and recommend to the board director compensation to align directors’ interests with the long-term interest of Quad/Graphics’ shareholders.

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Compensation Committee Interlocks and Insider Participation

Ms. Quadracci, who serves on the compensation committee of the Quad/Graphics board of directors, is also employed by Quad/Graphics as President of Quad/Creative and Publisher of Milwaukee Magazine. The employment agreement setting the terms of Ms. Quadracci’s employment in these positions, as amended, provides for a base salary of $155,000 per year, eligibility for annual cash performance bonuses, long-term incentive compensation and fringe benefits on a basis consistent with Quad/Graphics’ executive officers and four weeks of vacation and personal use of Quad/Graphics’ corporate aircraft. The employment agreement also provides for benefits on certain terminations of employment similar to the benefits provided by Quad/Graphics’ named executive officers’ employment agreements described below under “Compensation of Executive Officers — Potential Payments Upon Termination or Change of Control.” Ms. Quadracci’s compensation for 2009 in connection with her employment arrangement was $358,473, which included base salary, the aggregate grant date fair value of options to purchase Quad/Graphics’ class A stock granted to her in 2009, the aggregate incremental cost to Quad/Graphics of Ms. Quadracci’s personal use of the corporate aircraft (includes fuel, repairs, landing fees, incremental pilot expenses, catering and hangar/parking attributable to personal use), a car allowance, 401(k) matching contributions, executive medical benefits, a portion of the salary paid to a Quad/Graphics’ employee attributable to time spent on personal business for Ms. Quadracci and imputed income from an interest-free loan under the voting trust purchase plan described under “—Certain Relationships and Related Party Transactions.” Ms. Quadracci’s total compensation in connection with her employment arrangement for 2008 and 2007 was $398,466 and $450,700, respectively, consisting of compensation elements similar to those earned in 2009 plus an annual bonus for each year.

Ms. Quadracci received payments of $2,280,000 in each of 2009, 2008 and 2007 under a salary continuation death benefit provided by Quad/Graphics to her late husband, Harry V. Quadracci.

Ms. Quadracci received various services from Quad/Graphics or its affiliates during 2009, 2008 and 2007 that included maintenance of the interior and exterior of her personal residences, miscellaneous construction, catering services, use of the corporate aircraft in excess of compensatory amounts and graphic design and publishing services, for which Ms. Quadracci fully reimbursed Quad/Graphics or its affiliates. Ms. Quadracci’s payments to Quad/Graphics or its affiliates in reimbursement for these services during 2009, 2008 and 2007 totaled $427,074, $378,323 and $220,695, respectively.

Mr. Abraham, who serves on the compensation committee of the Quad/Graphics board of directors, is also a partner with the law firm Foley & Lardner LLP. Quad/Graphics retains Foley & Lardner LLP to perform legal services from time to time and paid Foley & Lardner LLP $295,708, $785,244 and $850,612 for legal services during 2009, 2008 and 2007, respectively.

Corporate Governance and Nominating Committee

In connection with the listing of Quad/Graphics’ class A stock on a national securities exchange in the United States, the Quad/Graphics board of directors expects to establish a corporate governance and nominating committee. At this time, the directors of Quad/Graphics who will serve on the corporate governance and nominating committee have not been determined. Each of the members of the corporate governance and nominating committee is expected to be independent as defined by the listing standards of the national securities exchange in the United States on which Quad/Graphics expects to list its class A stock. The principal functions of the corporate governance and nominating committee are expected to be to take a leadership role in shaping Quad/Graphics’ corporate governance, to identify directors qualified to serve on the committees established by the board and to recommend to the board of directors the members and the chairperson for each committee to be filled by the board. The corporate governance and nominating committee is expected to evaluate the effectiveness of the members of the Quad/Graphics board of directors and to develop and recommend to Quad/Graphics’ board corporate governance principles, including matters of (a) board organization, membership, compensation, independence and function, (b) committee structure and membership and (c) director orientation and continuing education. This committee is also expected to be responsible for identifying individuals qualified to become directors (consistent with the criteria approved by the board) and to recommend candidates for all directorships to be filled by the board or by Quad/Graphics’ shareholders.

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The corporate governance and nominating committee is expected to be responsible for assessing the effectiveness and contributions of the Quad/Graphics board of directors as a whole, its committees and individual directors. At its periodic meetings, the corporate governance and nominating committee is expected to undertake this assessment and prepare a formal report to the board of directors.

Integration and Consolidation Committee

In connection with the consummation of the arrangement, the Quad/Graphics board of directors will establish an integration and consolidation committee. Mr. Angelson will chair this committee, and Mr. Quadracci will be the other committee member. This committee will be charged with the responsibility of overseeing the integration of the operations of World Color Press into Quad/Graphics after the consummation of the arrangement, and is expected to remain in existence until , unless extended.

Corporate Governance

Corporate Governance Guidelines

Quad/Graphics’ board of directors has adopted corporate governance guidelines that, in conjunction with the board committee charters, establish processes and procedures to help ensure effective and responsive governance by the board of directors. The corporate governance guidelines also establish Quad/Graphics’ policies on director orientation and continuing education, which include a mandatory orientation program for new directors and payment by Quad/Graphics of the costs of attending approved continuing director education programs. The text of Quad/Graphics’ corporate governance guidelines is included in Annex E to this proxy circular/prospectus.

Independence; Board Composition; Executive Sessions

Quad/Graphics believes that three of the six current directors of Quad/Graphics, and the two directors of World Color Press who are expected to join Quad/Graphics’ board of directors in connection with the completion of the arrangement, will be independent as defined by the listing standards of the national securities exchange in the United States upon which Quad/Graphics intends to list its class A stock. Therefore, although a majority of the current members of Quad/Graphics’ board are not independent, it is expected that a majority of the members of Quad/Graphics’ board after the completion of the arrangement will be independent under these standards. Specifically, Quad/Graphics believes that Messrs. Shiely, Buth and Abraham will be deemed independent, while Ms. Quadracci and Messrs. Quadracci and Harned will not be deemed independent. In connection with the completion of the arrangement, the board of directors of Quad/Graphics expects to adopt categorical standards of director independence to assist in making its determination with respect to the independence of directors.

As noted above, Quad/Graphics believes that the chairman of its board will not be deemed independent. Quad/Graphics’ board of directors also does not have an independent “lead director.” Since Quad/Graphics has been a private company controlled by the Quadracci family, Quad/Graphics’ board of directors does not currently believe that it needs to have either an independent chairman or an independent lead director.

After the completion of the arrangement, the Quad/Graphics board of directors intends to have regularly scheduled meetings at which the non-employee directors will meet in executive session without members of Quad/Graphics’ management being present. The non-employee directors may also meet without management present at such other times as they determine appropriate. A director will be designated to lead these sessions. Members of the Quad/Graphics senior executive management who are not members of the board of directors will participate in board meetings to present information, make recommendations and be available for direct interaction with members of the board.

Code of Business Conduct and Ethics

Quad/Graphics’ board of directors has adopted a code of business conduct and ethics that applies to its directors, officers and employees. The text of the code is included in Annex E to this proxy circular/prospectus.

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Quad/Graphics’ board of directors monitors compliance with the code and has not granted a waiver under the code in favor of any director or officer.

Orientation and Continuing Education

Orientation and training will be the responsibility of the corporate governance and nominating committee. The corporate governance and nominating committee will be responsible for providing continuing education opportunities designed to maintain or enhance the skills and abilities of directors and to ensure that their knowledge and understanding of the Quad/Graphics business remains current.

Position Descriptions

Quad/Graphics’ corporate governance guidelines and committee charters include descriptions of the roles of chairman of the board, committee chair and director. Quad/Graphics’ board of directors has not developed a written position description for the role of chief executive officer. The board assesses the performance of the chief executive officer based on the financial performance of Quad/Graphics in light of its objectives and its then-current circumstances and the board’s understanding derived from past practice as to the appropriate role of the chief executive officer.

Assessments

The board and the individual directors will be assessed on an annual basis. Each assessment will be conducted with reference to the corporate governance guidelines and board committee charters.

Compensation of Directors

Quad/Graphics currently has in effect the following fee structure for its non-employee directors:

Annual Retainer	$	35,000
Committee chairman — additional retainer	$	5,000
Board meeting fee	$	1,500
Committee meeting fee	$	1,000

Quad/Graphics also annually grants each non-employee director an option to purchase 2,500 shares of Quad/Graphics class A stock under Quad/Graphics’ 1999 Nonqualified Stock Option Plan. The options have historically been granted at a $10 discount to appraised value for minority interest, vesting ratably over three years and exercisable on the third and fifth anniversaries of the grant date, unless the director elects to defer exercisability until the tenth anniversary of the grant date.

DIRECTOR COMPENSATION FOR 2009

The following table summarizes the compensation of Quad/Graphics’ non-employee directors for 2009. As employee directors, neither J. Joel Quadracci nor Betty Ewens Quadracci received any compensation for their service as directors, and they are therefore omitted from the table. Mr. Quadracci’s compensation for serving as Quad/Graphics’ chairman, president and chief executive officer, and Ms. Quadracci’s compensation for serving as an employee of Quad/Graphics, is set forth in the sections titled “—Compensation of Executive Officers” and “—Certain Relationships and Related Party Transactions,” respectively. Quad/Graphics reimbursed each of its directors, including its employee directors, for expenses incurred in connection with attendance at meetings of the Quad/Graphics board of directors and its committees.

Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)(2)	All Other Compensation ($)(3)	Total ($)
William J. Abraham	49,000	35,975	10,000	94,975
Douglas P. Buth	57,000	35,975	10,000	102,975
Christopher B. Harned	53,000	35,975	—	88,975
John S. Shiely	53,000	35,975	10,000	99,475

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(1)	Amounts are based on the aggregate grant date fair value of the awards to the directors under Quad/Graphics’ 1999 Nonqualified Stock Option Plan, as determined in accordance with ASC 718. For the assumptions used in the valuation of the awards to Quad/Graphics’ directors, please see Note 18 to Quad/Graphics’ consolidated financial statements.

(2)	The aggregate number of option awards outstanding as of December 31, 2009 for each director was as follows: Mr. Abraham held options to purchase an aggregate of 15,000 shares of Quad/Graphics class A stock; Mr. Buth held options to purchase an aggregate of 10,000 shares of Quad/Graphics class A stock; Mr. Harned held options to purchase an aggregate of 10,000 shares of Quad/Graphics class A stock; and Mr. Shiely held options to purchase an aggregate of 15,000 shares of Quad/Graphics class A stock.

(3)	Consists of charitable contributions made during the year in the indicated director’s name.

Executive Officers of Quad/Graphics

The following table sets forth the names, ages (as of February 19, 2010) and positions of Quad/Graphics’ anticipated executive officers as of the closing of the arrangement.

Name	Age	Position

J. Joel Quadracci	41	Chairman, President and Chief Executive Officer
John C. Fowler	59	Senior Vice President and Chief Financial Officer
Thomas J. Frankowski	49	Senior Vice President of Manufacturing; President of QuadWinkowski
David A. Blais	47	Senior Vice President of Sales & Administration
Gregg A. Bolt	50	Vice President of Employee Services
William T. Graushar	59	Vice President of Finishing Operations
David J. Honan	41	Vice President & Corporate Controller
Steven D. Jaeger	45	Vice President of Information Systems & Infrastructure; President of QuadDirect
Ronald D. Nash	55	Vice President of Customer Service
David K. Riebe	48	Vice President of Distribution
Timothy J. Sands	45	Vice President of Press Operations
Andrew R. Schiesl	38	Vice President & General Counsel
Kelly A.Vanderboom	35	Vice President & Treasurer
Brian Freschi	50	Corporate Officer

Mr. Quadracci’s biographical information is set forth above under “Board of Directors of Quad/Graphics.”

Mr. Fowler joined Quad/Graphics in 1980 as its Vice President and Controller and became Senior Vice President and Chief Financial Officer in May 2005. Prior to joining Quad/Graphics, Mr. Fowler worked for Arthur Andersen LLP for six years.

Mr. Frankowski has been Senior Vice President of Manufacturing for Quad/Graphics since 2004 and as President of QuadWinkowski, Quad/Graphics’ Polish subsidiary, since 2008. Prior to becoming Senior Vice President of Manufacturing, Mr. Frankowski served in various capacities since he joined Quad/Graphics in 1979.

Mr. Blais has been Senior Vice President of Sales & Administration for Quad/Graphics since May 2005. Prior to becoming Senior Vice President of Sales & Administration, Mr. Blais had served as Quad/Graphics’ Vice President of Operations since 1999 and in various other capacities since he joined the company in 1984.

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Mr. Bolt joined Quad/Graphics as its Vice President of Employee Services in March 2009. Prior to joining Quad/Graphics, Mr. Bolt had worked for 10 years in various capacities for Johnson Controls, Inc., a provider of automotive interiors, products and services for buildings and batteries for automobiles and hybrid electric vehicles, along with systems engineering and service expertise. Most recently, Mr. Bolt was Vice President of Human Resources for Johnson Controls, Inc.’s Building Efficiency division from January 2007 until March 2009, Vice President of Human Resources for the Power Solutions division from 2005 until 2007 and Director of Human Resources for the Automotive Interiors division from 1999 until 2005.

Mr. Graushar has been Quad/Graphics’ Vice President of Finishing Operations since November 2006 after serving as Quad/Graphics’ Manager of Finishing Research & Development from 1983 to 2006. Mr. Graushar joined Quad/Graphics in 1979 after working for nearly ten years at Wisconsin Cuneo Press. Mr. Graushar has been a member of the Research & Engineering Council since 1981 and currently serves on its Executive Committee. In 2006, the Research & Engineering Council named Mr. Graushar its Bindery Manager of the Year.

Mr. Honan has served as Quad/Graphics’ Corporate Controller since he joined the company in May 2009, and as Vice President and Corporate Controller since December 2009. Prior to joining Quad/Graphics, Mr. Honan served as Vice President, General Manager and Chief Financial Officer of Journal Community Publishing Group, a subsidiary of media conglomerate Journal Communications Inc., for five years. Before joining Journal Community Publishing Group, Mr. Honan worked in executive-level roles in investor relations and corporate development at Newell Rubbermaid, a global marketer of consumer and commercial products. Mr. Honan also worked at accounting firm Arthur Andersen LLP for 11 years.

Mr. Jaeger has served as Vice President of Information Systems & Infrastructure for Quad/Graphics since 2006 and as President of QuadDirect since August 2007. Prior to becoming Vice President of Information Systems & Infrastructure, Mr. Jaeger had been Quad/Graphics’ Vice President of Information Systems since 1998 and had worked in various other capacities since he joined the company in 1994.

Mr. Nash has been Quad/Graphics’ Vice President of Customer Service since 2000 after holding various executive-level posts, including Director of Smartools, Midwest Regional Strategy Director and Plant Manager, from 1987 until 2000. Mr. Nash joined Quad/Graphics in 1985 as an Account Executive.

Mr. Riebe has served as Quad/Graphics’ Vice President of Distribution since 1999. Prior to becoming Vice President of Distribution, Mr. Riebe had served as Corporate Director of Distribution since 1987. He joined Quad/Graphics in 1984. Mr. Riebe serves on the board of directors of IDEAlliance, an industry organization.

Mr. Sands has been Quad/Graphics’ Vice President of Press Operations since January 2008. Prior to becoming Vice President of Press Operations, Mr. Sands had served as Quad/Graphics’ Regional Director of Press Operations since 2006 and, prior to 2006, worked in various capacities at Quad/Graphics since joining the company in 1982.

Mr. Schiesl has served as Quad/Graphics’ Vice President & General Counsel since December 2006 and as its General Counsel since he joined the company in August 2003. Prior to joining Quad/Graphics, Mr. Schiesl was Senior Counsel at Harley-Davidson, Inc., the parent company for the group of companies doing business as Harley-Davidson Motor Company, Buell Motorcycle Company, MV Agusta and Harley-Davidson Financial Services. Prior to joining Harley-Davidson, Inc., Mr. Schiesl practiced law at Foley & Lardner LLP, a Milwaukee-based law firm.

Mr. Vanderboom has served as Quad/Graphics’ Treasurer since 2007 and as its Vice President & Treasurer since 2008. Prior to becoming Quad/Graphics’ Vice President & Treasurer, Mr. Vanderboom served as Director of Treasury, Risk & Planning from 2006 until 2007, as Controller of Quad/Graphics’ Distribution and Facilities departments from 2004 until 2006 and as Controller of Quad/Graphics’ Parcel Direct subsidiary from 2001 until 2004 and in various other capacities since joining the company in June 1996.

Mr. Freschi has served as President, World Color Press North America since November 2009, in which capacity he is responsible for all division manufacturing, sales and marketing operations in the United States and Canada. Mr. Freschi has more than 20 years of management experience in the graphic arts industry. He joined World Color Press

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in 1994 as a regional sales vice president and held positions of increased responsibilities in sales and operations, including Senior Vice President, Gravure Catalogs, and then Executive Vice President, Retail Inserts. In 2002, he was named President of World Color Press North America’s Retail Insert & Sunday Magazine Group and in 2004 was also given responsibility for the Catalog Group. In 2007, his responsibilities were expanded to include oversight over World Color Press Direct Mail operations, which was renamed the Marketing Solutions Group in 2008. Mr. Freschi holds a Bachelor of Science in Accounting from the University of Rhode Island and spent six years in the United States Marine Corps Reserve. He began his career with the major accounting firm of Deloitte & Touche LLP before joining printer R.R. Donnelley & Sons Company.

Compensation of Executive Officers

Compensation Discussion and Analysis

This compensation discussion and analysis relates to the material elements of compensation awarded to, earned by, or paid to the following individuals, each of whom is expected to continue to serve in their current positions after the completion of the arrangement:

· Quad/Graphics’ chairman, president and chief executive officer;

· Quad/Graphics’ senior vice president and chief financial officer;

· Quad/Graphics’ senior vice president of manufacturing and president of QuadWinkowski; and

· Quad/Graphics’ senior vice president of sales and administration.

These individuals, along with Brian Freschi, current President, World Color Press North America, who is expected to serve as an executive officer of Quad/Graphics after the completion of the arrangement, are sometimes referred to as the named executive officers, or the “NEOs.” The four NEOs who are current executive officers of Quad/Graphics are sometimes referred to as “Quad/Graphics’ NEOs.” Each of the NEOs is named in the Summary Compensation Table below.

Please note that the disclosures in the tables and narratives below do not necessarily reflect which executive officers (other than Quad/Graphics’ chief executive officer and chief financial officer) may be deemed to be Quad/Graphics’ NEOs for years ending after the completion of the arrangement. Mr. Freschi’s historical compensation was determined by the board of directors and compensation committee of World Color Press and is not discussed in this compensation discussion and analysis.

Overview of Quad/Graphics’ Executive Compensation Philosophy and Design

Quad/Graphics believes that a skilled, experienced and dedicated senior management team is essential to its future success as a company and to building shareholder value. Quad/Graphics has established three primary objectives for its executive compensation programs, which are as follows:

· To align executive interests and decision making with the interests of its shareholders, which have been primarily long-term value creation with limited volatility and risk.

· To continue to attract and retain top talent as its business becomes more complex as a result of its operational growth beyond its core print operations, its geographical expansion to include more international operations and its organizational growth as a result of acquisitions.

· To encourage individual behaviors that it believes contribute to its overall corporate performance.

In light of these objectives, in establishing Quad/Graphics’ compensation policies and practices for Quad/Graphics’ NEOs, Quad/Graphics’ compensation committee seeks to reward Quad/Graphics’ NEOs for

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achieving performance goals and creating value for the company’s shareholders, for loyalty to the company and for individual actions that the committee believes are productive in the context of Quad/Graphics’ corporate objectives.

Setting Executive Compensation

Quad/Graphics’ board of directors, its compensation committee and its senior management each play a role in setting the compensation of its NEOs. Quad/Graphics’ board of directors appoints the members of its compensation committee and delegates to the compensation committee the direct responsibility for overseeing the design and administration of Quad/Graphics’ executive compensation programs. Quad/Graphics’ compensation committee is currently comprised of John S. Shiely (chairman), Douglas P. Buth, Betty Ewens Quadracci and William J. Abraham, Jr.

Quad/Graphics’ compensation committee has primary responsibility for the following:

· Reviewing and approving the annual salary, bonuses, equity-based incentives, and other benefits, direct and indirect, of Quad/Graphics’ officers.

· Reviewing and reporting to Quad/Graphics’ board of directors on compensation and human resources policies, programs and plans.

· Overseeing Quad/Graphics’ stock option and other compensation plans.

· Reviewing and recommending to Quad/Graphics’ board of directors the compensation of Quad/Graphics’ chief executive officer.

· Reviewing and recommending to Quad/Graphics’ board of directors compensation for the directors, to align their interests with the long-term interests of Quad/Graphics’ shareholders.

The compensation committee, with the assistance of Quad/Graphics’ senior management, annually reviews and determines Quad/Graphics’ compensation levels, and periodically reviews Quad/Graphics’ broader compensation and benefit arrangements, with the objective of ensuring that the company’s overall executive compensation and benefits programs are competitive and otherwise consistent with its compensation philosophy. Quad/Graphics’ senior management makes recommendations to the compensation committee regarding the compensation of the executive officers (other than their own) and may attend meetings of the compensation committee at which the committee considers the compensation of other executives.

In 2009, Quad/Graphics’ compensation committee took the following steps with respect to executive compensation:

· Approved a salary freeze for Quad/Graphics’ NEOs for 2009 and 2010 due to the challenging economic environment, as recommended by Quad/Graphics’ management;

· Approved management’s recommendation that no payments be made under the annual cash incentive compensation program for 2009;

· Reviewed the performance of Quad/Graphics’ chief executive officer and determined his total compensation; and

· Reviewed the performance of Quad/Graphics’ other executive officers and other key employees with assistance from senior management.

In anticipation of Quad/Graphics’ becoming a public company and to develop Quad/Graphics’ executive compensation program that will take effect upon the closing of the transaction, the compensation committee intends to engage a nationally-recognized compensation consulting firm to provide recommendations and advice on Quad/Graphics’ executive and director compensation programs and to benchmark the compensation provided to

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Quad/Graphics’ executive officers and directors. The compensation committee intends to review the elements of Quad/Graphics’ executive compensation program to ensure that the company offers compensation programs consistent with the larger, more complex global company that Quad/Graphics’ expects to become as a result of the arrangement and that are competitive with the programs offered by Quad/Graphics’ peer companies. The committee expects that the changes implemented as a result of this review will include a new equity incentive plan and new or amended employment agreements with some or all of Quad/Graphics’ executive officers, including any World Color Press employees who become executive officers of Quad/Graphics. Quad/Graphics’ board of directors also expects to revise and amend the charter of the compensation committee charter to reflect Quad/Graphics’ compliance with rules and guidelines of the national securities exchange upon which the class A stock is expected to be listed, the Securities and Exchange Act of 1934, as amended, and the Sarbanes Oxley Act of 2002, as amended.

Elements of Compensation

Quad/Graphics’ current compensation program for its NEOs consists of the following elements:

· Base Salary . Quad/Graphics pays its NEOs base salary to compensate them for services rendered and to provide them with a steady source of income for living expenses throughout the year.

· Annual Cash Incentive Compensation . Quad/Graphics’ executive officers are eligible for annual cash incentive awards under the company’s incentive compensation program. Please note that, while annual cash incentive awards may be referred to as “bonuses” in this discussion, the award amounts are reported in the Summary Compensation Table under the column titled “Non-Equity Incentive Plan Compensation” pursuant to the SEC’s regulations.

The committee intends for Quad/Graphics’ incentive compensation program to provide an incentive to meet and exceed financial performance and business goals, and to promote a superior level of performance. Within the overall context of Quad/Graphics’ pay philosophy and culture, the program:

· Provides competitive levels of total cash compensation;

· Aligns pay with organizational and individual performance; and

· Focuses executive attention on key business metrics.

· Long-Term Equity Incentive Compensation . Quad/Graphics provides the opportunity for its NEOs to earn long-term equity incentive awards under its 1999 Nonqualified Stock Option Plan. Quad/Graphics’ compensation committee believes that long-term equity incentive awards enhance the alignment of the interests of Quad/Graphics’ NEOs and the interests of its shareholders and provide its NEOs with incentives to remain in its employment. For these reasons, in 2009, as in previous years, Quad/Graphics provided a significant component of its NEOs’ compensation through means of long-term equity incentive awards.

Quad/Graphics has generally granted long-term equity incentive awards in the form of options to purchase shares of its class A stock, which are not initially exercisable. The options generally vest and become exercisable over time, contingent on the executive’s continued employment. Quad/Graphics uses time-vesting options as its primary source of long-term equity incentive compensation to its NEOs because the compensation committee and management believe that (i) stock options help to align the interests of Quad/Graphics’ NEOs with the interests of its shareholders by linking their compensation with the increase in value of Quad/Graphics’ common stock over time, (ii) stock options conserve Quad/Graphics’ cash resources for use in growing its business and (iii) vesting requirements on stock options and the limited liquidity of Quad/Graphics’ stock provide its NEOs with incentive to continue their employment with Quad/Graphics which, in turn, provides Quad/Graphics with greater stability.

Retirement and Other Benefits . To provide a competitive compensation package to its employees, including its NEOs, Quad/Graphics sponsors pension and welfare benefit plans, some of which are broadly

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available to all of its full-time employees in the United States and some of which include enhanced benefits for executives. In addition, Quad/Graphics provides certain limited perquisites to its NEOs. These benefits, as they relate to Quad/Graphics’ NEOs, are discussed and analyzed more extensively below under “Determining the Amount of Each Element of Compensation — Retirement and Other Benefits.”

Determining the Amount of Each Element of Compensation

In determining the amount of the base salary, annual cash incentive compensation and long-term equity incentive compensation to offer each of Quad/Graphics’ NEOs, the compensation committee focuses on five general guidelines:

· Base salary should generally be set at approximately the median level offered for similar positions by companies in Quad/Graphics’ comparable company group (which is defined and discussed below), adjusted upward or downward by up to 20% based on the compensation committee’s views on the individual NEO’s experience and performance, its desire to maintain internal pay equity and its belief (discussed further below) that its benchmarking data undervalue certain executive positions relative to their importance to Quad/Graphics.

· Annual cash incentive compensation targets should generally be set above the median level offered for similar positions by companies in Quad/Graphics’ comparable company group, with adjustments based on considerations similar to those outlined above for base salary.

· Long-term equity incentive compensation target levels should generally be set somewhat below the median level offered for similar positions by companies in Quad/Graphics’ comparable company group.

· Total compensation, defined to include base salary, annual cash incentive compensation and long-term equity incentive compensation, should generally be within 20% above or below the median level offered for comparable positions by companies in Quad/Graphics’ comparable company group, with adjustments based on considerations similar to those outlined above for base salary and annual cash incentive compensation.

· As an overall limitation, the total annual provision for Quad/Graphics’ profit sharing and 401(k) matching contribution (discussed further below), annual bonuses for managers and annual cash incentive awards, stock option awards and Supplemental Executive Retirement Plan contributions for Quad/Graphics’ executives should not exceed 30% of Quad/Graphics’ pre-tax, pre-bonus earnings.

The compensation committee determines median levels against which to measure the base salary, annual incentive compensation and long-term equity incentive compensation Quad/Graphics provides its NEOs through a periodic comprehensive review conducted with the assistance of a compensation consultant. For the most recent review in 2006, as for prior reviews, the compensation committee engaged Hewitt Associates LLC, a nationally recognized compensation consultant, upon the recommendation of Quad/Graphics’ management.

The compensation committee instructed Hewitt Associates to benchmark the base salary, target bonus, target total cash, long-term incentive compensation and target net total compensation that Quad/Graphics offered for certain executive positions, including those held by Quad/Graphics’ NEOs. For purposes of the benchmarking analysis, Hewitt Associates, in consultation with Quad/Graphics’ compensation committee and management, selected a comparator group of 31 companies on the basis of their similarity to Quad/Graphics in industry sector, geographic location and revenue size. Specifically, the companies chosen generally were either Quad/Graphics’ competitors or other industrial or manufacturing companies based in the Midwest and had annual revenues at the time of their selection ranging from approximately $700 million to $8.4 billion, with median annual revenue of $1.9 billion.

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The companies in the group, which are sometimes referred to as “comparable companies,” were the following:

· ACCO Brands Corp.

· Advo, Inc.

· American Greetings Corporation

· Banta Corp.

· Bemis Co. Inc.

· Bowne & Company Inc.

· Brady Corporation

· Briggs & Stratton Corporation

· Ceridian Corporation

· Deluxe Corporation

· The Dun & Bradstreet Corporation

· Fiserv, Inc.

· Graphic Packaging Corporation

· Hallmark Cards, Inc.

· Harley-Davidson Motor Company Inc.

· Harte Hanks Inc.

· Herman Miller, Inc.

· Kohler Company

· Merrill Corporation

· Neenah Paper, Inc.

· Packaging Corporation of America

· Pactiv Corporation

· R.R. Donnelley & Sons Company

· Rockwell Automation

· S.C. Johnson Consumer Products

· Sensient Technologies Corporation

· Sonoco Products Company

· Trans Union, LLC

· United Stationers Inc.

· Valassis Communications Inc.

· World Color Press

Hewitt Associates conducted a regression analysis on the benchmarking data, using a formula developed based on actual sales size and compensation levels of the comparable companies to predict levels of pay given various levels of corporate financial performance. Hewitt Associates presented data for each of Quad/Graphics’ executive officer positions by matching these positions against similar positions at the comparable companies.

As noted above, the compensation committee believed that a portion of the pay disparities in the data between executive officer positions at comparable companies reflected valuations of the various positions that differed from their value to Quad/Graphics, and, in determining individual target pay levels for the executive officers, the committee adjusted pay levels to reflect this belief, resulting in some overall lessening of pay disparities suggested by the benchmarking data. For example, the committee believed that the comparable company data undervalued manufacturing- and sales-related positions relative to their value to Quad/Graphics, and it adjusted its target pay for these positions upwards from the benchmarking data accordingly, resulting in less internal pay disparity among Quad/Graphics’ executive officers than that represented by the benchmarking data.

Base Salary

The compensation committee and management set the base salaries of Quad/Graphics’ NEOs initially through an arm’s-length negotiation with each individual executive during the hiring process, based upon the individual’s level of responsibility and their assessment of the individual’s experience, skills and knowledge.

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Quad/Graphics and its management also rely on the benchmarking data from the most recent overall compensation review. Quad/Graphics’ chief executive officer and the compensation committee review the base salaries of Quad/Graphics’ NEOs (other than its chief executive officer) for potential increases on an annual basis or in connection with a significant change in duties of an NEO. As part of the annual review in years in which no comprehensive assessment is being conducted, Quad/Graphics’ senior management obtains an overall update on general trends in executive compensation over the preceding year from Hewitt Associates for use as a market check. Quad/Graphics’ senior management then recommends changes in base salaries (for executive officers other than themselves) based on the market check data from Hewitt Associates, its view of the executive officers’ individual contributions to Quad/Graphics’ overall performance and changes in the rates of pay company-wide. The compensation committee accepts, modifies or rejects the recommendations, based upon various factors, including the individual NEO’s experience, level of responsibility, skills, knowledge, base salary in prior years, contributions to Quad/Graphics in prior years, compensation received through elements other than base salary and its views on internal pay equity. The compensation committee is also guided by its view that base salaries should generally be set at a level within 20% above or below the median base salary paid by comparable companies for similar positions.

Quad/Graphics implemented a salary freeze with respect to its employees generally in 2009, and has extended the freeze into 2010 with respect to management employees, in recognition of the challenging economic environment and therefore did not alter the base salaries of any of its NEOs in 2009 and does not currently intend to do so in 2010.

Annual Cash Incentive Compensation

Under Quad/Graphics’ annual cash incentive compensation program, the compensation committee has typically established three potential payment levels. These potential payment levels are expressed as a percentage of base salary that participants are eligible to receive if Quad/Graphics’ corporate performance achieves a given level. The corporate performance levels corresponding to the payment levels are expressed as company “grades,” and whether Quad/Graphics’ corporate performance achieves a given grade is determined by the company’s board of directors in its subjective judgment.

The potential payment levels under the annual cash incentive compensation program consist of a “threshold” level, a “target” level and a “maximum” level. In establishing potential payment levels for 2009, Quad/Graphics’ senior management made recommendations concerning target potential payment levels (for executive officers other than themselves) based on the target potential payment levels modified in response to the update on general compensation trends from Hewitt Associates, its view of the executive officers’ individual contributions to Quad/Graphics’ overall performance, internal pay equity and changes in the rates of pay company-wide. Quad/Graphics’ compensation committee began with management’s recommendations and also considered the actual payouts for, and each individual NEO’s performance during, 2008. The compensation committee also evaluated the recommendations in the context of overall target compensation, its views on internal pay equity and the benchmarking data from 2006 as updated based on Hewitt Associate’s summary of general trends in executive compensation. Based on its subjective assessment of these considerations, the compensation committee left the levels unchanged from 2008 for each of Quad/Graphics’ NEOs.

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In November of each year, Quad/Graphics’ board of directors determines the company grade for the year, which may be “A,” “B,” “C” or “below threshold,” in its discretion. Each company grade results in a different payment level, as indicated below:

Company Grade		Payment Level

A		Maximum

B		Target

C		Threshold

Below Threshold		None

Historically, Quad/Graphics’ company grade has been based on the board of directors’ assessment of a blend of objective and subjective factors, typically including financial performance compared to Quad/Graphics’ board-approved annual financial plan as measured by sales, net income, EBITDA, return on capital compared to cost of capital and share value creation, and progress in major initiatives. There have, however, been no limitations the factors that the board of directors may consider in determining the company grade. Quad/Graphics’ board of directors believes that this method of determining incentive compensation program payouts has been consistent with Quad/Graphics’ stock valuation methodology as a private company, its corporate culture and its objectives of current and long-term share value creation.

The target payment levels — i.e., the payment levels that would have been received for a company grade of “B” — established by the compensation committee for 2009 were as follows:

Name	2009 Target Bonus Percentage of Base Salary		2009 Target Bonus Amount		2009 Actual Bonus Amount

J. Joel Quadracci	115	%	$	1,022,350	$	-0-

John C. Fowler	85	%	$	442,000	$	-0-

Thomas J. Frankowski	85	%	$	310,250	$	-0-

David A. Blais	85	%	$	310,250	$	-0-

In November 2009, Quad/Graphics’ board of directors determined that threshold performance level had not been achieved in 2009 and did not assign a company grade, thereby determining that there would be no payments under the annual incentive program for 2009.

The compensation committee has not yet taken action with respect to an annual cash incentive compensation program for 2010. It anticipates that any decisions regarding the 2010 program will be made after it receives the recommendations of the compensation consultant that it intends to engage in connection with the overall review of Quad/Graphics’ executive compensation programs.

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Long-Term Equity Incentive Compensation

The compensation committee determined in December 2008 to grant option awards under Quad/Graphics’ 1999 Nonqualified Stock Option Plan to each of Quad/Graphics’ NEOs, with the awards becoming effective as of January 1, 2009. For each of Quad/Graphics’ NEOs, the compensation committee based the amount of the option awards primarily on its target for the individual NEO’s total compensation and the amounts it determined for base salary and targeted for annual cash incentive compensation. Specifically, the compensation committee granted options with a value approximately equal to the difference between its target total compensation for the NEO and the total of the NEO’s base salary and targeted annual cash incentive compensation. The compensation committee also checked this amount against its goal of keeping long-term equity incentive compensation below the median level for comparable companies and similarly situated executives but total compensation within plus or minus 20% of median. For these purposes, the compensation committee values the option awards using the Black-Scholes method. In determining its target for total compensation for each NEO, the compensation committee considered various factors, including the benchmarking data (updated based on the information on general trends from Hewitt Associates), its views as discussed above on internal pay equity, the responsibilities of the individual executive, the executive’s past performance and anticipated future contributions and the desirability of retaining the executive.

The compensation committee also increased the number of shares subject to Mr. Frankowski’s option by 10,000 in recognition of his assumption of increased responsibilities in Quad/Graphics’ Polish operations. The compensation committee determined that 10,000 shares was an appropriate number for this purpose based on the collective experience of its members and Quad/Graphics’ chief executive officer, their business judgment, the perceived value of Mr. Frankowski’s increased role and Quad/Graphics’ experiences in recruiting and retaining executives.

The number of shares of Quad/Graphics’ common stock covered by the options granted to each of its NEOs in 2009 is reflected in the Grants of Plan-Based Awards table below. The options (except Mr. Fowler’s) vest with respect to 10% of the underlying shares on each of the first ten anniversaries of the grant date, or in full upon a change of control of Quad/Graphics. Quad/Graphics’ NEOs generally may exercise these options to the extent vested within (a) 30 days after the fifth and tenth anniversaries of the grant date, (b) 30 days after a change of control of Quad/Graphics or (c) 90 days after a separation from service. The options are forfeited to the extent exercisable but unexercised within these periods, except that the NEOs may defer exercisability on the fifth anniversary of the grant date until the tenth anniversary. The NEOs also may exercise the options with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. The compensation committee chose to make the options subject to ratable vesting over ten years for each of Quad/Graphics NEOs (except Mr. Fowler) because it believes that a long vesting period is an effective method of aligning the NEOs’ interests and decision making with the long-term interests of Quad/Graphics’ shareholders and of retaining the NEOs. Mr. Fowler’s option will vest in full upon on the sixth anniversary of the grant date pursuant to an arrangement negotiated separately with Mr. Fowler. Mr. Fowler generally may exercise his option to the extent vested within (a) 30 days after the sixth and 11 th anniversaries of the grant date, (b) 30 days after a change of control of Quad/Graphics or (c) 90 days after a separation from service. The option is forfeited to the extent exercisable but unexercised within these periods, except that Mr. Fowler may defer exercisability on the sixth anniversary of the grant date until the 11th anniversary. Mr. Fowler also may exercise the option with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. See below under the heading “Potential Payments upon Termination or Change of Control” for a description of the terms of the Quad/Graphics’ NEOs’ options relating to a change of control of Quad/Graphics.

All of the options that Quad/Graphics granted to its NEOs as of January 2009 were granted with a discount exercise price of $21.75, which was $10 below the market value of Quad/Graphics’ class A stock on the grant date as determined by Quad/Graphics’ board of directors. The board of directors determined such market value based on an independent valuation of the market value of the class A stock performed by William Blair & Company LLC, an independent third-party valuation firm, as of January 1, 2009. Quad/Graphics granted the options with a discount because it wanted to provide recipients with some initial value in the equity awards, but could not grant restricted stock and remain compliant with S-corporation limitations on the number of shareholders. It also chose discounted options to reduce the dilutive effect of the awards.

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Because the options Quad/Graphics has granted to date, including those granted as of January 2009, have generally been discounted options, Quad/Graphics was required to structure the terms of the options to comply with the deferred compensation timing and election requirements of Internal Revenue Code Section 409A. These terms vary from those typical for stock options. Instead of being exercisable to the extent vested at any time prior to the expiration date of the options, for example, the options Quad/Graphics has granted can only be exercised at very limited times and they are forfeited if not exercised at such times. After exercising an option, the NEO holds the shares acquired in the exercise subject to both a put and a call right. Quad/Graphics may exercise the call right and repurchase the shares at any time. The NEO can exercise the put right only if three conditions are satisfied: (i) completion of a 6-month holding period; (ii) there is “no adequate public market” for the shares; and (iii) the NEO has either incurred a separation from service or has an unforeseeable emergency.

The compensation committee intends to award long-term equity incentive awards to Quad/Graphics’ executives on an annual basis in the future, although more frequent awards may be made at the discretion of the compensation committee on other occasions, such as in the case of promotions or newly hired executives. As noted above, the compensation committee expects that changes implemented as a result of its review of the elements of Quad/Graphics’ executive compensation program in connection with the completion of the arrangement will include a new equity incentive plan.

Retirement and Other Benefits

Welfare and Retirement Benefits

As part of a competitive compensation package, Quad/Graphics sponsors welfare benefit plans that offer health, life, disability and other insurance coverage to participating employees. Quad/Graphics also provides its NEOs with an Executive Medical Plan under which Quad/Graphics’ executives and their spouses are entitled to reimbursement for up to $20,000 (per family) in medical costs per year. Amounts reimbursed in 2009 under Quad/Graphics’ Executive Medical Plan are reflected in the Summary Compensation Table below.

To help its salaried employees prepare for retirement, Quad/Graphics sponsors the Quad/Graphics Inc. Personal Enrichment Plan, under which the company provides a 401(k) savings option and a profit sharing benefit. Under the 401(k) savings element, Quad/Graphics matches employee contributions at a rate of 30% of the first 6% of an employee’s taxable earnings that the employee contributes to the Personal Enrichment Plan. Quad/Graphics’ NEOs participate in the broad-based welfare plans and the Personal Enrichment Plan on the same basis as the company’s other salaried employees.

In addition to the Personal Enrichment Plan, Quad/Graphics provides its executive officers with a supplemental executive retirement plan (sometimes referred to as the SERP), which is designed to provide a competitive retirement benefit and aid in retention and building long-term commitment to the company. The SERP is described in greater detail following the 2009 Nonqualified Deferred Compensation Table.

Perquisites and Other Personal Benefits

Quad/Graphics provides perquisites and other personal benefits that it believes are reasonable and consistent with its overall compensation program to better enable its executives to perform their duties and to enable Quad/Graphics to attract and retain employees for key positions.

Pursuant to his employment agreement, Mr. Quadracci is entitled to personal use of Quad/Graphics’ corporate aircraft. The compensation committee believes that providing this benefit as part of Mr. Quadracci’s compensation enhances his security, minimizes the disruptions and burdens of his personal travel and provides him with additional flexibility and time to attend to company business notwithstanding his personal travel schedule, and thereby benefits Quad/Graphics and its shareholders. None of the other NEOs was permitted to use Quad/Graphics’ corporate aircraft for personal travel during 2009, except for one instance that resulted in no incremental cost to Quad/Graphics.

Quad/Graphics provides assistance to Mr. Quadracci with certain financial planning matters, and offers reimbursement of tax preparation fees for each of its NEOs. Quad/Graphics also provides each of its NEOs with an

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annual car allowance and reimbursed club membership fees for Messrs. Quadracci and Fowler in 2009. Quad/Graphics provides the car allowance and reimburses club membership fees primarily for business purposes, though a portion of their use may have a personal aspect. For example, Quad/Graphics reimburses club membership fees to encourage Messrs. Quadracci and Fowler to use the memberships for work-related purposes, such as client entertainment, though they may also use the club memberships for personal purposes.

Post-Termination and Change of Control Arrangements

Quad/Graphics maintains employment agreements with each of its NEOs that entitle such NEOs to severance benefits if their employment is terminated by Quad/Graphics without cause or by the executive for good reason. In addition, Quad/Graphics’ Stock Option Plan provides for the accelerated vesting of stock options upon a change of control of the company. These arrangements are summarized below under “Potential Payments Upon Termination or Change of Control.”

The compensation committee believes the severance and change of control benefits that Quad/Graphics provides its NEOs under these arrangements are consistent with its objective of building shareholder value and contain terms that are similar to those offered to executives of comparable companies. The purpose of the benefits is to focus Quad/Graphics’ NEOs on taking actions that are in the best interests of its shareholders without regard to whether such action may ultimately have an impact on their job security, and to avoid the loss of key managers that may occur in connection with an anticipated or actual change of control. The severance and change of control benefits that Quad/Graphics provides its executive officers fulfill these purposes by generally maintaining the executive officers’ expected compensation for a specified period following certain terminations of employment, vesting awards granted prior to a change of control and making the executive officers whole for certain excise taxes that may result from compensation paid and benefits provided in connection with the change of control and any related termination of employment. The compensation committee selected the triggering events for change of control and termination benefits to Quad/Graphics’ executive officers based on its judgment that these events were likely to result in the job security distractions and retention concerns described above. Other than the employment agreements, Quad/Graphics has no formal severance program in place for its NEOs.

Quad/Graphics also provides its NEOs with an Executive Salary Continuation Plan under which it will continue to pay 60% of the NEO’s base salary to the NEO’s spouse or dependent children if the NEO dies during the term of the NEO’s active employment with Quad/Graphics. The payments will continue through, in the case of an NEO who dies after age 55 but before retirement, the earlier of (i) the date on which the NEO would have reached age 65 or (ii) the later of (a) the 25 th birthday of the youngest dependent child or (b) the death of the surviving spouse or, in the case of an NEO who dies before age 55, the earlier of (i) the tenth anniversary of the NEO’s death or (ii) the later of (a) the 25 th birthday of the youngest dependent child or (b) the death of the surviving spouse. Quad/Graphics offers this benefit to the NEOs as part of what it believes is a competitive compensation package and in lieu of a supplemental executive life insurance policy.

Other Policies and Considerations

Policies On Timing of Option Grants

As a privately owned company, Quad/Graphics has typically granted stock options effective as of the first day of the calendar year. In connection with the transaction, the compensation committee and board of directors intend to adopt a policy providing that option grants will generally be priced and made at a point in time when the most important information about the company then known to management and the board is likely to have been disseminated in the market.

Tax and Accounting Considerations

In setting compensation for Quad/Graphics’ NEOs, the compensation committee considers the deductibility of compensation under the Internal Revenue Code. As a private company, Quad/Graphics has historically been able to deduct all compensation that it paid to its NEOs as long as it was reasonable. As a public company, Quad/Graphics will be subject to the provisions of Section 162(m) of the Internal Revenue Code. Section 162(m) prohibits the company from taking a tax deduction for compensation in excess of $1.0 million that is paid to its chief

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executive officer and its NEOs, excluding its chief financial officer, and that is not considered “performance-based” compensation under Section 162(m). However, certain transition rules of Section 162(m) permit Quad/Graphics to treat as performance-based compensation that is not subject to the $1.0 million cap (i) the compensation resulting from the exercise of stock options that were granted prior to becoming a public company; (ii) the compensation payable under bonus arrangements that were in place prior to becoming a public company; and (iii) compensation resulting from the exercise of stock options and stock appreciation rights, or the vesting of restricted stock, that Quad/Graphics may grant during the period that begins upon it becoming a public company and generally ends on the date of Quad/Graphics’ annual shareholders meeting that occurs in 2014. Quad/Graphics intends to adopt a new equity incentive plan so that, effective upon becoming a public company, the new plan will provide for the grant of performance-based compensation under Section 162(m). The compensation committee may, however, approve compensation that will not meet the requirements of Section 162(m) in order to ensure competitive levels of total compensation for Quad/Graphics’ executive officers.

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2009 SUMMARY COMPENSATION TABLE

The following table summarizes the compensation that the NEOs earned for the year ended December 31, 2009.

Name and Principal Position	Year	Salary ($)	Option Awards(1) ($)	Non- Equity Incentive Plan Compensation ($)	Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)	All Other Compensation(2) ($)	Total ($)

J. Joel Quadracci President and Chief Executive Officer of Quad/Graphics (3)	2009	889,000	1,643,000	0	0	248,038	2,780,038

John C. Fowler Senior Vice President and Chief Financial Officer of Quad/Graphics (3)	2009	520,000	437,700	0	0	52,094	1,009,794

Thomas J. Frankowski Senior Vice President of Manufacturing of Quad/Graphics; President of QuadWinkowski (3)	2009	365,000	492,900	0	0	17,109	875,009

David A. Blais Senior Vice President of Sales and Administration of Quad/Graphics (3)	2009	365,000	328,600	0	0	19,893	713,493

Brian Freschi, President, Marking Solutions Group of World Color Press (USA) (4)	2009	451,425	—	221,517	223,524	7,000	903,466

(1) Amounts are based on the aggregate grant date fair value of the awards to the NEOs under, in the case of Messrs. Quadracci, Fowler, Frankowski and Blais, Quad/Graphics’ Stock Option Plan and, in the case of Mr. Freschi, under World Color Press’ equity incentive plan, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (sometimes referred to as ASC 718). For the assumptions used in the valuation of the awards to Quad/Graphics’ NEOs, please see Note 18 to Quad/Graphics’ consolidated financial statements. For the assumptions used in the valuation of the awards to Mr. Freschi, please see Note 23 to World Color

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Press’ financial statements included in World Color Press’ annual report on Form 40-F filed with the SEC on March 1, 2010, which is incorporated by reference into this proxy circular/prospectus.

(2) Amounts for each of Quad/Graphics’ NEOs reflect an automobile allowance and reimbursement for medical expenses. They also reflect the following for individual Quad/Graphics NEOs: For Mr. Quadracci — a portion of the salary paid to a Quad/Graphics’ employee attributable to time spent on personal business for Mr. Quadracci, reimbursements for financial planning expenses, club dues, $184,183 for personal use of Quad/Graphics’ corporate aircraft (includes fuel, repairs, landing fees, incremental pilot expenses, catering and hangar/parking attributable to personal use), a matching contribution on 401(k) contributions and a contribution of $11,592 to Mr. Quadracci’s SERP account. For Mr. Fowler — club dues, assistance with tax preparation, a matching contribution on 401(k) contributions, imputed income from the interest-free loan under the voting trust purchase plan described under “—Certain Relationships and Related Party Transactions” and a contribution to Mr. Fowler’s SERP account. For Mr. Frankowski — a matching contribution on 401(k) contributions and a contribution to Mr. Frankowski’s SERP account. For Mr. Blais — assistance with tax preparation, a matching contribution on 401(k) contributions and a contribution to Mr. Blais’ SERP account. (These benefits are discussed further under the heading “Perquisites and Other Personal Benefits” on page 153.)

(3) Amounts paid by Quad/Graphics.

(4) Amounts paid by World Color Press.

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GRANTS OF PLAN BASED AWARDS IN 2009

The following table contains information concerning the plan-based equity and non-equity awards that were granted to the NEOs in 2009. The amounts shown in the Estimated Future Payouts Under Non-Equity Incentive Plan awards columns represent potential payments at the time of grant only. As indicated in the Summary Compensation Table above, no amounts were actually earned by or paid to Quad/Graphics’ NEOs for 2009 under the awards shown in the Estimated Future Payouts Under Non-Equity Incentive Plan awards columns.

		Approval	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			All Other Option Awards: Number of Securities Underlying	Exercise or Base Price of Option	Market Price on Date of Grant for Option Awards	Grant Date Fair Value of Stock and Option
Name	Grant Date	or Action Date	Threshold ($)	Target ($)	Maximum ($)	Options (#) (2)	Awards ($/Share)	($/Share) (3)	Awards ($)

J. Joel Quadracci(4)	1/1/2009	11/17/2008				100,000	21.75	31.75	1,643,000
			533,400	1,022,350	1,778,000

John C. Fowler(4)	1/1/2009	11/17/2008				30,000	21.75	31.75	437,700
			286,000	442,000	780,000

Thomas J. Frankowski(4)	1/1/2009	11/17/2008				30,000	21.75	31.75	492,900
			200,750	310,250	547,500

David A. Blais(4)	1/1/2009	11/17/2008				20,000	21.75	31.75	328,600
			200,750	310,250	547,500

Brian Freschi(5)			68,451	136,902	205,354
			83,720	167,440	251,160

(1) These awards were granted to Messrs. Quadracci, Fowler, Frankowski and Blais under Quad/Graphics’ annual cash incentive program. The awards to Mr. Freschi were granted under World Color Press’ management compensation incentive plan; the first award was granted with respect to performance during the first half of 2009, and the second award was granted with respect to performance during the second half of 2009.

(2) Options to purchase shares of Quad/Graphics’ class A stock, granted under Quad/Graphics’ 1999 Nonqualified Stock Option Plan.

(3) Represents the market value of Quad/Graphics’ class A stock as determined by Quad/Graphics’ board of directors based on an independent valuation of the market value of Quad/Graphics’ class A stock performed by William Blair

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& Company LLC, an independent third-party valuation firm, as of January 1, 2009.

(4) Awards made by Quad/Graphics.

(5) Awards made by World Color Press.

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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2009

The following table contains information concerning equity awards held by Quad/Graphics’ NEOs that were outstanding as of December 31, 2009. Mr. Freschi held no outstanding equity awards as of December 31, 2009.

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Un-earned Options (#)	Option Exercise Price ($)		Option Expiration Date
J. Joel Quadracci	—		100,000	(1)	—	21.25	(1)	1/31/2019(1)
	10,000	(2)	90,000	(2)	—	35.25	(2)	1/31/2018(2)
	30,000	(3)	120,000	(3)	—	41.25		1/31/2017(3)
	2,000	(4)	7,000	(4)	—	32.00		1/31/2023(4)
	750	(5)	3,500	(5)	—	32.00		1/31/2023(5)
	788	(6)	3,150	(6)	—	25.95		1/31/2021(6)
	787	(7)	2,888	(7)	—	21.67		1/31/2020(7)
	1,575	(8)	5,250	(8)	—	17.14		1/31/2019(8)
	1,575	(9)	3,675	(9)	—	11.30		1/31/2016(9)
	1,654	(10)	2,756	(10)	—	8.44		1/31/2014(10)
John C. Fowler	—		30,000	(11)	—	21.25	(11)	1/31/2020(11)
	—		30,000	(12)	—	35.25	(12)	1/31/2019(12)
	106,000	(13)	212,000	(13)	—	41.25		1/31/2018(13)
	5,250	(4)	12,250	(4)	—	32.00		1/31/2023(4)
	6,500	(14)	—		—	32.00		1/31/2023(14)
	3,000	(6)	7,000	(6)	—	25.95		1/31/2021(6)
	2,100	(7)	3,150	(7)	—	21.67		1/31/2020(7)
	2,100	(8)	5,250	(8)	—	17.14		1/31/2019(8)
Thomas J. Frankowski	—		30,000	(1)	—	21.25	(1)	1/31/2019(1)
	4,000	(2)	36,000	(2)	—	35.25	(2)	1/31/2018(2)

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	8,000	(3)	32,000	(3)	—	41.25		1/31/2017(3)
	2,000	(4)	7,000	(4)	—	32.00		1/31/2023(4)
	2,400	(14)	—		—	32.00		1/31/2023(14)
	1,000	(5)	3,500	(5)	—	32.00		1/31/2023(5)
	1,050	(6)	3,150	(6)	—	25.95		1/31/2021(6)
	1,050	(7)	2,888	(7)	—	21.67		1/31/2020(7)
	2,100	(8)	5,250	(8)	—	17.14		1/31/2019(8)
	2,205	(10)	2,757	(10)	—	8.44		1/31/2014(10)
David A. Blais	—		20,000	(1)	—	21.25	(1)	1/31/2019(1)
	6,000	(2)	54,000	(2)	—	35.25	(2)	1/31/2018(2)
	12,000	(3)	48,000	(3)	—	41.25		1/31/2017(3)
	3,000	(4)	7,000	(4)	—	32.00		1/31/2023(4)
	3,000	(5)	7,000	(5)	—	32.00		1/31/2023(5)
	2,100	(6)	3,150	(6)	—	25.95		1/31/2021(6)
	2,362	(7)	2,888	(7)	—	21.67		1/31/2020(7)
	1,100	(8)	5,250	(8)	—	17.14		1/31/2019(8)
	2,100	(9)	3,675	(9)	—	11.30		1/31/2016(9)
	—		2,757	(10)	—	8.44		1/31/2014(10)

(1) Vests with respect to 10% of the underlying shares of class A stock on each of the first ten anniversaries of the January 1, 2009 grant date, and becomes exercisable to the extent vested on the fifth and tenth anniversaries of the grant date, a change of control of Quad/Graphics or a separation from service. The option is forfeited to the extent exercisable but unexercised on these events, except that the NEO may defer exercisability on the fifth anniversary of the grant date until the tenth anniversary. The NEO also may exercise the option with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. The expiration date shown represents the latest possible date of forfeiture. The exercise price of these options is reduced by the amount of any non-tax cash dividends paid on the underlying shares.

(2) Vests with respect to 10% of the underlying shares of class A stock on each of the first ten anniversaries of the January 1, 2008 grant date, and becomes exercisable to the extent vested on the fifth and tenth anniversaries of the grant date, a change of control of Quad/Graphics or a separation from service. The option is forfeited to the extent exercisable but unexercised on these events, except that the NEO may defer exercisability on the fifth anniversary of the grant date until the tenth anniversary. The NEO also may exercise the option with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. The shares shown as underlying exercisable options are the shares as to which the option was vested on December 31, 2009. The expiration date shown represents the latest possible date of forfeiture. The exercise price of these options is reduced by the amount of any non-tax cash dividends paid on the underlying shares.

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(3) Vests with respect to 10% of the underlying shares of class A stock on each of the first ten anniversaries of the January 1, 2007 grant date, and becomes exercisable to the extent vested on the fifth and tenth anniversaries of the grant date, a change of control of Quad/Graphics or a separation from service. The option is forfeited to the extent exercisable but unexercised on these events, except that the NEO may defer exercisability on the fifth anniversary of the grant date until the tenth anniversary. The NEO also may exercise the option with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. The shares shown as underlying exercisable options are the shares as to which the option was vested on December 31, 2009. The expiration date shown represents the latest possible date of forfeiture. As a result of amendments entered into in response to rules promulgated under Internal Revenue Code Section 409A, upon exercise of this option, the NEO will also receive a cash payment for each of the underlying shares equal to the difference between the original exercise price of $31.25 per share and the current exercise price, plus all non-tax cash dividends declared and paid on the underlying shares since January 2007.

(4) Becomes exercisable with respect to 25% of the underlying shares of class A stock on each of the first four five-year anniversaries of the January 1, 2003 grant date, or in full on each subsequent five-year anniversary, a change of control of Quad/Graphics or a separation from service. The option is forfeited to the extent unexercised on these events unless, with respect to exercisability on each five-year anniversary, the NEO defers exercisability until the next such anniversary. The NEO also may exercise the option with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. The shares shown as underlying exercisable options are the shares as to which the option would have been exercisable on December 31, 2009 had December 31, 2009 been a five-year anniversary of the grant date. The expiration date shown represents the date on which the option must be exercised or forfeited with respect to all of the underlying shares unless the NEO defers exercisability. As a result of amendments entered into in response to rules promulgated under Internal Revenue Code Section 409A, upon exercise of this option, the NEO will also receive a cash payment for each of the underlying shares equal to the difference between the original exercise price of $22.00 per share and the current exercise price, plus all non-tax cash dividends declared and paid on the underlying shares since January 2005.

(5) Becomes exercisable with respect to 25% of the underlying shares of class A stock on each of the first four five-year anniversaries of the January 1, 2003 grant date, or in full on each subsequent five-year anniversary, a change of control of Quad/Graphics or a separation from service. The option is forfeited to the extent unexercised on these events unless, with respect to exercisability on each five-year anniversary, the NEO defers exercisability until the next such anniversary. The NEO also may exercise the option with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. The shares shown as underlying exercisable options are the shares as to which the option would have been exercisable on December 31, 2009 had December 31, 2009 been a five-year anniversary of the grant date. The expiration date shown represents the date on which the option must be exercised or forfeited with respect to all of the underlying shares unless the NEO defers exercisability. As a result of amendments entered into in response to rules promulgated under Internal Revenue Code Section 409A, upon exercise of this option, the NEO will also receive a cash payment for each of the underlying shares to the difference between the original exercise price of $20.00 per share and the current exercise price, plus all non-tax cash dividends declared and paid on the underlying shares since January 2005.

(6) Becomes exercisable with respect to 25% of the underlying shares of class A stock on each of the first four five-year anniversaries of the January 1, 2001 grant date, or in full on each subsequent five-year anniversary, a change of control of Quad/Graphics or a separation from service. The option is forfeited to the extent unexercised on these events unless, with respect to exercisability on each five-year anniversary, the NEO defers exercisability until the next such anniversary. The NEO also may exercise the option with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. The shares shown as underlying exercisable options are the shares as to which the option would have been exercisable on December 31, 2009 had December 31, 2009 been a five-year anniversary of the grant date. The expiration date shown represents the date on which the option must be exercised or forfeited with respect to all of the underlying shares unless the NEO defers exercisability. As a result of amendments entered into in response to rules promulgated under Internal Revenue Code Section 409A, upon exercise of this option, the NEO will also receive a cash payment for each of the underlying shares to the difference between the original exercise price of $14.29 per share and the current exercise price, plus all non-tax cash dividends declared and paid on the underlying shares since January 2005.

(7) Becomes exercisable with respect to 25% of the underlying shares of class A stock on each of the first four five-year anniversaries of the January 1, 2000 grant date, or upon a change of control of Quad/Graphics or a separation from service. The option is forfeited to the extent unexercised on these events unless, with respect to exercisability on

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each five-year anniversary, the NEO defers exercisability until the next such anniversary. The NEO also may exercise the option with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. The shares shown as underlying exercisable options are the shares as to which the option would have been exercisable on December 31, 2009 had December 31, 2009 been a five-year anniversary of the grant date. The expiration date shown represents the date on which the option must be exercised or forfeited with respect to all of the underlying shares unless the NEO defers exercisability. As a result of amendments entered into in response to rules promulgated under Internal Revenue Code Section 409A, upon exercise of this option, the NEO will also receive a cash payment for each of the underlying shares to the difference between the original exercise price of $14.29 per share and the current exercise price, plus all non-tax cash dividends declared and paid on the underlying shares since January 2005.

(8) Becomes exercisable with respect to 25% of the underlying shares of class A stock on each of the first four five-year anniversaries of the January 1, 1999 grant date, or in full on each subsequent five-year anniversary, a change of control of Quad/Graphics or a separation from service. The option is forfeited to the extent unexercised on these events unless, with respect to exercisability on each five-year anniversary, the NEO defers exercisability until the next such anniversary. The NEO also may exercise the option with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. The shares shown as underlying exercisable options are the shares as to which the option would have been exercisable on December 31, 2009 had December 31, 2009 been a five-year anniversary of the grant date. The expiration date shown represents the date on which the option must be exercised or forfeited with respect to all of the underlying shares unless the NEO defers exercisability. As a result of amendments entered into in response to rules promulgated under Internal Revenue Code Section 409A, upon exercise of this option, the NEO will also receive a cash payment for each of the underlying shares to the difference between the original exercise price of $9.52 per share and the current exercise price, plus all non-tax cash dividends declared and paid on the underlying shares since January 2005.

(9) Becomes exercisable with respect to 25% of the underlying shares of class A stock on each of the first four five-year anniversaries of the January 1, 1996 grant date, or in full on each subsequent five-year anniversary, a change of control of Quad/Graphics or a separation from service. The option is forfeited to the extent unexercised on these events unless, with respect to exercisability on each five-year anniversary, the NEO defers exercisability until the next such anniversary. The NEO also may exercise the option with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. The shares shown as underlying exercisable options are the shares as to which the option would have been exercisable on December 31, 2009 had December 31, 2009 been a five-year anniversary of the grant date. The expiration date shown represents the date on which the option must be exercised or forfeited with respect to all of the underlying shares unless the NEO defers exercisability. As a result of amendments entered into in response to rules promulgated under Internal Revenue Code Section 409A, upon exercise of this option, the NEO will also receive a cash payment for each of the underlying shares to the difference between the original exercise price of $4.76 per share and the current exercise price, plus all non-tax cash dividends declared and paid on the underlying shares since January 2005.

(10) Becomes exercisable with respect to 25% of the underlying shares of class A stock on each of the first four five-year anniversaries of the January 1, 1994 grant date, or in full on each subsequent five-year anniversary, a change of control of Quad/Graphics or a separation from service. The option is forfeited to the extent unexercised on these events unless, with respect to exercisability on each five-year anniversary, the NEO defers exercisability until the next such anniversary. The NEO also may exercise the option with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. The shares shown as underlying exercisable options are the shares as to which the option would have been exercisable on December 31, 2009 had December 31, 2009 been a five-year anniversary of the grant date. The expiration date shown represents the date on which the option must be exercised or forfeited with respect to all of the underlying shares unless the NEO defers exercisability. As a result of amendments entered into in response to rules promulgated under Internal Revenue Code Section 409A, upon exercise of this option, the NEO will also receive a cash payment for each of the underlying shares to the difference between the original exercise price of $4.54 per share and the current exercise price, plus all non-tax cash dividends declared and paid on the underlying shares since January 2005.

(11) Vests in full on the sixth anniversary of the January 1, 2009 grant date. Generally becomes exercisable on the sixth and eleventh anniversaries of the grant date or a change of control of Quad/Graphics, or upon a separation from service. The NEO also may exercise the option with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. The option is forfeited to the extent exercisable but unexercised on these events

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unless, with respect to exercisability on the sixth anniversary, the NEO defers exercisability until the eleventh anniversary. The expiration date shown represents the latest possible date of forfeiture. The exercise price of these options is reduced by the amount of any non-tax cash dividends paid on the underlying shares.

(12) Vests in full on the sixth anniversary of the January 1, 2008 grant date. Generally becomes exercisable on the sixth and eleventh anniversaries of the grant date or a change of control of Quad/Graphics, or upon a separation from service. The NEO also may exercise the option with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. The option is forfeited to the extent exercisable but unexercised on these events unless, with respect to exercisability on the sixth anniversary, the NEO defers exercisability until the eleventh anniversary. The expiration date shown represents the latest possible date of forfeiture. The exercise price of these options is reduced by the amount of any non-tax cash dividends paid on the underlying shares.

(13) Vests with respect to 1/6 of the underlying shares of class A stock on each of the first six anniversaries of the January 1, 2007 grant date. Generally becomes exercisable on the sixth and eleventh anniversaries of the grant date or a change of control of Quad/Graphics, or upon a separation from service. The NEO also may exercise the option with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. The option is forfeited to the extent exercisable but unexercised on these events unless, with respect to exercisability on the sixth anniversary, the NEO defers exercisability until the eleventh anniversary. The shares shown as underlying exercisable options are the shares as to which the option was vested on December 31, 2009. The expiration date shown represents the latest possible date of forfeiture. As a result of amendments entered into in response to rules promulgated under Internal Revenue Code Section 409A, upon exercise of this option, the NEO will also receive a cash payment for each of the underlying shares to the difference between the original exercise price of $31.25 per share and the current exercise price, plus all non-tax cash dividends declared and paid on the underlying shares since January 2007.

(14) Becomes exercisable in full on each five-year anniversary of the January 1, 2003 grant date, a change of control of Quad/Graphics or a separation from service. The option is forfeited to the extent unexercised on these events unless, with respect to exercisability on each five-year anniversary, the NEO defers exercisability until the next such anniversary. The NEO also may exercise the option with respect to the number of vested option shares necessary to satisfy an unforeseeable emergency. The shares shown as underlying exercisable options are the shares as to which the option would have been exercisable on December 31, 2009 had December 31, 2009 been a five-year anniversary of the grant date. The expiration date shown represents the date on which the option must be exercised or forfeited with respect to all of the underlying shares unless the NEO defers exercisability. As a result of amendments entered into in response to rules promulgated under Internal Revenue Code Section 409A, upon exercise of this option, the NEO will also receive all non-tax cash dividends declared and paid on the underlying shares since January 2005.

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OPTION EXERCISES IN 2009

The following table provides information about stock options that the NEOs exercised in 2009.

	Option Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)

J. Joel Quadracci	—	—

John C. Fowler	—	—

Thomas J. Frankowski	—	—

David A. Blais	3,205	66,016

Brian Freschi	—	—

(1) Amount represents the product of the number of shares the officer acquired on exercise and the difference between the exercise price the officer paid for the acquired shares and the market value of the shares at the time of exercise, as determined by Quad/Graphics’ board of directors based on an independent valuation of the market value of Quad/Graphics’ class A stock performed by William Blair & Company LLC, an independent third-party valuation firm, as of January 1, 2009. As a result of amendments entered into in response to rules promulgated under Internal Revenue Code Section 409A, upon exercise of these options, Mr. Blais also received a cash payment of $37,051, which is equal to the difference between the original exercise price for the options and the weighted average exercise price at the time of exercise, plus all non-tax cash dividends declared and paid on the underlying shares since January 2005.

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2009 PENSION BENEFITS

The following table sets forth certain information with respect to the potential benefits to Mr. Freschi under World Color Press’ defined benefit pension plans as of December 31, 2009. Quad/Graphics has no defined benefit pension plans in which its NEOs participate.

Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($)(1)	Payments During Last Fiscal Year ($)

Brian Freschi	World Color Pension Plan	12.25	120,878	0

	New World Color (USA) Corp. Restoration Plan	12.25	58,026	0

	New Supplemental Executive Retirement Plan/Agreement	6	407,531	0

(1) The accrued obligation is the value of the projected pension earned for service to December 31, 2009 based on disclosure assumptions of the plans, including a discount rate of 5.3% for the Canadian plans and 5.8% for the United States plans, as of December 31, 2009 which is the plan measurement date used in World Color Press’ audited consolidated financial statements for the 2009 financial year. This amount increases with age and is significantly impacted by the change in the interest rate.

World Color Pension Plan

The World Color Pension Plan (sometimes referred to as the qualified pension plan) is a defined benefit plan maintained by World Color (USA Corp.), and affiliate of World Color for its employees. The benefit under the qualified pension plan is a lump sum equal to the product of the final average compensation (as described below) and the aggregate pension equity credits, determined as indicated in the following table.

PEP Service		PEP Percentage
0		0
5		15
10		35
15		60
20		90
50		330

A participant is credited with one twelfth (1/12) of a year of pension equity plan service for each month in which the participant is credited with an hour of service for an employer or the employee is on an approved leave of absence. Final average compensation is defined the greater of:

(i) The participant’s highest five consecutive years of compensation during which the participant earned benefit service, divided by the lesser of five years or benefit service, or

(ii) One fifth (1/5) of the sum of the participant’s compensation during year of termination, the previous four years of compensation, and a fraction of the participant’s compensation during the fifth year

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before date of termination, where the fraction is one minus the number of months of service during the termination year divided by twelve.

Compensation is defined for these purposes to include base pay plus commissions, severance pay, amounts contributed on behalf of the employee to a cafeteria plan or fringe transportation arrangement, and overtime for specified locations.

For participants in a prior plan who became eligible for the qualified pension plan on its effective date, final average compensation will be no less than final average compensation as of December 31,2000. Participants vest 100% after three years of vesting service. Benefits not subject to an early retirement reduction are increased by 2.5% per year from separation, or effective date of frozen accruals if earlier, to commencement. The normal retirement age under the qualified pension plan and the restoration plan (as described below) is age 65.

The normal form of benefit for unmarried participants is a life annuity or single cash payout (if distribution is no greater than $1,000) and, for married participants, a qualified joint and survivor annuity, with a 50% continuation to spouse after death of the participant, equivalent in value to pension available to single participants. Upon the death of a participant electing a single life annuity (or, in the case of a joint and survivor annuity, the deaths of the participant and beneficiary), a single cash payment will be made equal to the excess (if any) of the lump sum amount payable at benefit commencement date over the total of all annuity payments made.

The following optional forms are available on the basis of actuarial equivalence for participants who have attained the age of 55: life annuity, 50% joint and survivor annuity, 75% joint and survivor annuity, 100% joint and survivor annuity, or a single cash payout. Prior to age 55, a participant may elect to receive a life annuity, a qualified 50% joint and survivor annuity, or a single cash payout.

Upon the death of a participant electing a single life annuity (or, in the case of a joint and survivor annuity, the deaths of the participant and beneficiary), a single cash payment will be made equal to the excess (if any) of the lump sum amount payable at benefit commencement date over the total of all annuity payments made.

New World Color (USA) Corp. Restoration Plan

The New World Color (USA) Corp. Restoration Plan (sometimes referred to as the restoration plan) provides benefits to participants in qualified pension plan whose benefits under the qualified pension plan are restricted because of the limitation imposed on includible compensation under Section 401(a)(17) of the Internal Revenue Code.

The benefit under the restoration plan is the sum of the plan benefit earned on or before December 31, 2003, the plan benefit earned after December 31,2003 and a transition benefit.

Plan Benefit Earned on or Before December 31, 2003

A lump sum equal to the excess of:

(i) The product of the excess average compensation, as calculated for purposes of determining this benefit and the aggregate total benefit service pension equity credits (as described below) accrued on or before December 31, 2003, and

(ii) The product of the excess average compensation, as calculated for purposes of determining this benefit and the aggregate non-pension equity service pension equity credits (as described below) accrued on or before December 31,2003.

Plan Benefit Earned After December 31, 2003

A lump sum equal to the excess of:

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(i) The product of the excess average compensation, as calculated for purposes of determining this benefit and the aggregate total benefit service pension equity credits accrued after December 31,2003, and

Transition Benefits

For World Color employees who were participants in the Quebecor Printing (USA) Inc. Retirement Plan as of December 31, 2000, the transition benefit is the lump sum amount equal to the participant’s transition credit multiplied by their excess average compensation, reduced by an early retirement reduction factor equal to 1/4% for each of the first 300 months by which payment precedes age 65. The transition credit is the excess of the participant’s December 31, 2000 benefit, without and with regard to limitation imposed on compensation under Section 401(a)(17) of the Internal Revenue Code in the form of a life annuity, payable at the later of age 65 or December 31, 2000, multiplied by 10, and then divided by their excess average compensation as of December 31, 2000.

For purposes of calculating the plan benefit for benefit service earned on or before December 31, 2003, excess average compensation is the participant’s final average compensation (as defined under the qualified pension plan) based on compensation earned on or before December 31, 2003 but without regard to the limitation on compensation under Section 401(a)(17) of the Internal Revenue Code, and compensation earned after December 31, 2003 without regard to the limitation on compensation under Section 401(a)(17) of the Internal Revenue Code not in excess of $300,000, less the participant’s final average compensation as computed under the qualified pension plan. For purposes calculating the plan benefit for benefit service earned after December 31, 2003, excess average compensation shall mean the participant’s final average compensation (without regard to the limitation on compensation under Section 401 (a)(17) of the Internal Revenue Code), not in excess of $300,000, less the participant’s final average compensation under the qualified pension plan. Excess average compensation was frozen for all active participants as of October 1, 2006. Participants are fully vested in their benefits after five years of vesting service. Compensation for these purposes includes base pay plus commissions, severance pay, amounts contributed on behalf of the employee to a cafeteria plan or fringe transportation arrangement, and overtime for specified locations.

The aggregate total benefit service pension equity credits are determined as follows:

Benefit Service on Date of Valuation		PEP Percentage
0		0
5		15
10		35
15		60
20		90
50		330

The aggregate non-pension equity service pension equity credits are determined as follows:

Non-Pension Equity Service on Date of Valuation		PEP Percentage
0		0
5		15
10		35
15		60
20		90
50		330

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New Supplemental Executive Retirement Plan/Agreement

World Color (USA) Corp. has provided a New Supplemental Executive Retirement Plan/Agreement to Mr. Freschi that provides for supplemental retirement. The supplemental retirement income will be equal to (a) minus (b) where:

(a) Annual retirement income equal to 1.00% of the average earnings of Mr. Freschi up to covered compensation, plus 1.55% of the average earnings of Mr. Freschi in excess of covered compensation, times the number of years of his covered credited service, reduced by 5% per year that the commencement date precedes Mr. Freschi’s standard retirement date (upon reaching age 62).

(b) Annual amount of pension payable to Mr. Freschi at retirement under the terms of any other World Color sponsored pension plan for his covered credited service, including both qualified and non-qualified plans.

Earnings are defined as the basic salary received by Mr. Freschi for the performance of his normal duties during the plan year, including cash bonuses. Average earnings are defined as earnings during the five consecutive years of credited service that produce the highest average annual earnings, without regard to the limitation under Section 401(a)(17) of the Internal Revenue Code. Covered compensation is defined as the thirty-five year average of social security wage bases ending through the year of termination. Mr. Freschi will be fully vested in this benefit after attaining age 55 and earning five years of service. The benefit will be paid in the form of a single life annuity and reduced by five percent per annum (5%) for each year that actual retirement date precedes age 62.

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2009 NONQUALIFIED DEFERRED COMPENSATION

The following table sets forth certain information with respect to Quad/Graphics’ NEOs’ participation in Quad/Graphics’ SERP, which is a nonqualified deferred compensation plan maintained by Quad/Graphics, and Mr. Freschi’s participation in the New World Color (USA) Corp. Nonqualified Deferred Compensation Plan, a nonqualified deferred compensation plan maintained by an affiliate of World Color, during the year ended December 31, 2009. The material terms of Quad/Graphics’ SERP and the New World Color (USA) Corp. Nonqualified Deferred Compensation Plan are described after the table.

Name	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY(1) ($)	Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)
J. Joel Quadracci (2)	0	11,592	11,879	(3)	0	597,378
John C. Fowler (2)	0	4,950	8,750	(3)	0	436,432
Thomas J. Frankowski (2)	0	2,160	5,600	(3)	0	278,394
David A. Blais (2)	0	2,160	4,621	(3)	0	230,040
Brian Freschi(4)	0	0	252		0	6,477

(1) Amounts shown in the column below reflect the company contributions that Quad/Graphics cannot make under Quad/Graphics’ Personal Enrichment Plan due to restrictions under the Internal Revenue Code. These amounts are also included in the Summary Compensation Table.

(2) Information in this row relates to Quad/Graphics’ SERP.

(3) These Aggregate Earnings are based on the Stable Asset Fund investment alternative under Quad/Graphics Personal Enrichment Plan, are not “above-market or preferential earnings” as defined by the rules of the SEC and are therefore not required to be reported in the Summary Compensation Table.

(4) Information in this row relates to the New World Color (USA) Corp. Nonqualified Deferred Compensation Plan .

Quad/Graphics’ Supplemental Executive Retirement Plan

As described above under “—Compensation Discussion and Analysis—Welfare and Retirement Benefits,” Quad/Graphics maintains a SERP in which its NEOs are eligible to participate. The SERP is a nonqualified deferred compensation plan, not intended to meet the tax qualification requirements of Section 401(a) of the Internal Revenue Code.

Under the SERP, Quad/Graphics’ NEOs are eligible to receive contributions from Quad/Graphics at the end of each year in an amount determined by the amount of the NEO’s compensation that was subject to limitations imposed by Section 401(a)(17) under the Internal Revenue Code and the amount of its profit sharing and 401(k) matching contribution to the NEO under Quad/Graphics’ Personal Enrichment Plan for the year. The amount of the

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NEO’s benefit under the SERP is equal to the cumulative contributions made by Quad/Graphics to the NEO’s account, adjusted to reflect the investment income, gains and losses on a fund designated by Quad/Graphics in its sole discretion, less any previous payments from such account.

Participants become vested in their benefits on (i) their separation from service after reaching age 55 or (ii) their separation from service prior to age 55 as a result of death or disability. Participants may elect the times and form of payment of their benefit under the SERP from among the following alternatives:

· A lump sum payment during the calendar month following the month in which the NEO’s separation from service occurs;

· A lump sum payment during the calendar month following the first anniversary of the NEO’s separation from service;

· A lump sum payment during the calendar month following the second anniversary of the NEO’s separation from service;

· A lump sum payment during the calendar month following the third anniversary of the NEO’s separation from service;

· A lump sum payment during the calendar month following the fourth anniversary of the NEO’s separation from service; or

· Five annual installments, with one-fifth of the account balance being paid during the calendar month following the month in which the NEO’s separation from service occurs, one-quarter of the then-current account balance being paid during the subsequent January, and then, respectively, one-third, one-half, and the remainder of the then-current account balance being paid during each of the following three Januarys.

New World Color (USA) Corp. Nonqualified Deferred Compensation Plan

Mr. Freschi participates in the New World Color (USA) Corp. Nonqualified Deferred Compensation Plan (sometimes referred to as the New World Plan). The New World Plan replaced the Quebecor World (USA) Inc. Nonqualified Deferred Compensation Plan (sometimes referred to as the Old World Plan), which was cancelled in connection with World Color Press’ emergence from bankruptcy protection.

Under the Old World Plan, participants were generally eligible to receive contributions from World Color (USA) Corp. at the end of each year in an amount equal to 4% of the excess of (a) the participant’s compensation over a specified amount that is increased on a yearly basis to reflect the increase in the annual compensation limitation of Section 401(a)(17) of the Internal Revenue Code (sometimes referred to as the compensation limitation), over (b) the compensation limitation in effect for that year. Participants who have not completed at least one year of service before the first day of a year are eligible to receive an additional contribution equal to 2% of their compensation over a specified amount that is increased on a yearly basis to reflect the increase in the compensation limitation, excluding any such compensation received after the date on which the participant completes one year of service. As of the last day of each year and such other valuation dates designated by World Color (USA) Corp. (each, sometimes referred to as a valuation date), participants’ accounts were credited with deemed interest equal to (a) the 12-month average of 30-year Treasury Bond rates for (x) the year in which the valuation date occurred, if the valuation date was the last day of the year, or (y) for the immediately preceding year, if the valuation date was any day other than the last day of the year, multiplied by (b) the participant’s account balance as of the valuation date in question, multiplied by (c) a fraction, the numerator of which was the number of days since the immediately preceding the valuation date, and the denominator of which was 365. Participants became vested in their benefits if they satisfied the following requirements while still employed: (i) the sum of the participant’s age and years of continuous service equaled at least 60, and (ii) the participant had completed at least five years of continuous service and has attained age 50. Vested benefits were to be paid in a lump sum upon a participant’s separation from service.

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The New World Plan preserved the terms of the Old World Plan; however, no contributions may be made to participants in respect of 2009 or any subsequent plan year except as expressly authorized by the board of directors of World Color (USA) Corp. The benefit payable to each participant in the New World Plan is the same as the benefit provided under the Old World Plan immediately prior to its cancellation, subject to ongoing adjustment for deemed investment returns and, in the case of participants who terminated prior to July 21, 2009, a 15% reduction.

Potential Payments Upon Termination or Change of Control

As noted above, Quad/Graphics maintains employment agreements with its NEOs that provide for severance benefits upon certain terminations of employment. If a covered NEO’s employment is terminated by Quad/Graphics other than for “cause” or by the executive with “good reason” (sometimes referred to as a triggering employment termination), the NEO will receive severance benefits generally consisting of monthly payments based on the executive’s average annual cash consideration and the continuation of benefits through the remaining term of the employment agreement. The average annual cash consideration is defined generally as an amount equal to (i) the annual base salary in effect on the termination date plus (ii) the average annual cash performance bonus paid to executive pursuant to the employment agreement during the three-year period immediately preceding the termination date (subject to a minimum average annual cash consideration amount for each NEO). After the remaining term expires, the covered NEO is entitled to receive his base salary through the remainder of the two-year non-compete period. Each covered NEO may also receive up to $50,000 in outplacement services at Quad/Graphics’ expense and continue to participate in any specified fringe benefit to the extent it applies to an executive officer whose employment has been terminated. The employment agreements further provide that the covered NEOs would be entitled to receive continuation in Quad/Graphics’ medical, health, prescription drug, dental, disability, accident and life insurance plans through the months remaining under the employment agreements.

“Cause” is generally defined under the employment agreements to include intentional and willful acts of the NEO involving fraud, embezzlement or theft, gross misconduct on the part of the NEO that is intentional and willful and that materially and demonstrably causes serious financial injury to Quad/Graphics, any conviction of the NEO of a felony, certain breaches of restrictive covenants under the agreement and any intentional, willful and material failure of the NEO to perform his employment duties for an extended period after Quad/Graphics’ board of directors delivers a written demand for performance.

“Good reason” is generally defined under the employment agreements to include any material breach of the employment agreement by Quad/Graphics, a reduction in the NEO’s salary (other than for cause) or any reduction in the NEO’s performance bonus or other incentive compensation potential (other than any change, except to lower base salary below the level originally specified in the agreement, that applies to substantially all other executive officers of Quad/Graphics who are entitled to such benefits), or any material change (other than for cause) in the NEO’s conditions of employment with Quad/Graphics.

Upon any termination of employment, regardless of the reason, the employment agreements provide that a covered NEO’s outstanding stock options that were outstanding as of January 1, 2004 immediately vest, and the NEO’s exercise date for such options will be extended for a period of two years from the termination date.

The equity plans and related option agreements under which Quad/Graphics’ stock options were granted also provide that, in the event of a change of control of Quad/Graphics, all unvested options will become immediately vested and exercisable. In addition, upon the consummation of a change of control of Quad/Graphics following a covered NEO’s termination, the employment agreements provide that the remaining cash portion of any severance benefits payable are immediately due and payable in full. The employment agreements provide that if any payment or benefit to a covered NEO would trigger the excise tax imposed by Internal Revenue Code Section 4999, then Quad/Graphics would make an additional gross-up payment to such executive so that, after payment of income tax and excise tax on this gross-up payment, the executive would have sufficient funds to pay the excise tax triggered by the other payments and benefits. Until Quad/Graphics is no longer an S-corporation, however (as it was on December 31, 2009), Quad/Graphics and the covered NEOs are exempt from such excise tax and gross-up payment.

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A “change of control” of Quad/Graphics is generally defined for purposes of the equity plans to include any person or group acquiring ownership of Quad/Graphics’ common stock that, together with such stock already held by such person or group, constitutes more than 50% of the total voting power of the common stock of Quad/Graphics. Transfers to (i) lineal descendants of the transferor, (ii) spouses of the transferor or such lineal descendants, or (iii) trusts, partnerships or other legal entities for the benefit of the transferor or any of the transferees described in (i) or (ii) is not considered in determining whether a change of control has occurred.

World Color Press maintains a letter agreement with Mr. Freschi that provides for a cash payment upon certain terminations of his employment. Specifically, the letter agreement provides for the following severance payments: (i) a cash severance amount equal to his base salary in effect on the termination date multiplied by two; (ii) a prorated annual incentive bonus; (iii) a lump sum amount equal to the product of his annual base salary in effect on the termination date multiplied by the annual target percentage in effect under the annual incentive bonus plan for the year of termination; (iv) a lump sum amount of $38,000; and (v) an additional cash severance amount equal to the product of his annual base salary in effect on the termination date multiplied by the annual target percentage in effect under the annual incentive bonus plan for the year of termination.

Quantification of Potential Payments on a Change of Control or Termination Event

The tables below reflect the amount of compensation that would be paid to each of the NEOs in the event of a change of control of Quad/Graphics or a triggering termination of such NEO’s employment with Quad/Graphics or, in the case of Mr. Freschi, under various scenarios and using various assumptions. The amounts shown assume, among other things, that the applicable triggering event occurred on December 31, 2009 and include estimates of the amounts that would be paid to the NEOs following the triggering event. In the case of payments under the Quad/Graphics employment agreements triggered by a termination of employment, the amounts shown assume, solely for purposes of the tabular disclosure below, that Quad/Graphics provided a notice of non-renewal on December 31, 2009 so that the terms of employment for its NEOs were not extended beyond December 31, 2010. The tables only include additional benefits that result from the termination and do not include any amounts or benefits earned, vested, accrued or owing under any plan for any other reason. The actual amounts to be paid can only be determined at the time of the triggering event. Payments under the arrangements are generally made in a lump sum, except for non-compete continuation payments, which are made in installments over the remaining term of the non-compete, and payments under Quad/Graphics’ salary continuation plan, which are made in equal monthly installments over for duration of the benefit (generally 10 years in the case of the NEOs based on the assumptions described above).

The following table sets forth the estimated amounts that would have become payable to Quad/Graphics’ NEOs if a change in control of Quad/Graphics and a triggering employment termination had occurred on December 31, 2009:

Executive	Cash Termination Payment (1)($)	Stock Option Vesting (2)($)	Non- compete Continuation (1)	SERP (1)($)	Out- placement (3)($)	Welfare and Insurance Coverage ($)	Totals (4) ($)
J. Joel Quadracci	1,760,467	2,325,000	889,000	—	50,000	11,554	5,036,021
John C. Fowler	938,667	1,927,500	520,000	—	50,000	7,772	3,443,939
Thomas J. Frankowski	673,583	657,500	355,000	—	50,000	11,930	1,748,013
David A. Blais	654,583	705,000	355,000	—	50,000	11,800	1,776,383
Totals	4,027,300	5,615,000	2,119,000	0	200,000	43,056	12,004,356

( 1) Triggered solely upon a covered termination of the executive officer.

(2) Reflects an assumed value per share on December 31, 2009 of $32.50 (based on an independent valuation of the market value of Quad/Graphics’ class A stock performed by William Blair & Company LLC, an independent third-party valuation firm, as of January 1, 2010). Amounts

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include a cash payment right with respect to options granted prior to 2008 that is paid out upon exercise. The cash payment right was awarded to all option holders in connection with amendments entered into in response to rules promulgated under Internal Revenue Code Section 409A, and is equal to the difference between the original exercise price per share and the current exercise price per share of the options, plus all non-tax cash dividends declared and paid on the underlying shares since the later of January 2005 or the date of the option award.

(3) Outplacement services are assumed to be $50,000 per year.

(4) Amounts assume that no fringe benefit policies would apply to terminated executives following termination.

The following table sets forth the estimated value of accelerated vesting that would have occurred with respect to the equity grants of Quad/Graphics’ NEOs if a change in control of Quad/Graphics, but no termination of employment, had occurred on December 31, 2009:

Executive	Cash Termination Payment ($)	Stock Option Vesting (1)($)	SERP ($)	Out- placement ($)	Welfare and Insurance Coverage ($)	Totals ($)
J. Joel Quadracci	—	2,325,000	—	—	—	2,325,000
John C. Fowler	—	1,927,500	—	—	—	1,927,500
Thomas J. Frankowski	—	657,500	—	—	—	657,500
David A. Blais	—	705,000	—	—	—	705,000
Totals	0	5,615,000	0	0	0	5,615,000

(1) Reflects an assumed value per share on December 31, 2009 of $32.50 (based on an independent valuation of the market value of Quad/Graphics’ class A stock performed by William Blair & Company LLC, an independent third-party valuation firm, as of January 1, 2010). Amounts include a cash payment right with respect to options granted prior to 2008 that is paid out upon exercise. The cash payment right was awarded to all option holders in connection with amendments entered into in response to rules promulgated under Internal Revenue Code Section 409A, and is equal to the difference between the original exercise price per share and the current exercise price per share of the options, plus all non-tax cash dividends declared and paid on the underlying shares since the later of January 2005 or the date of the option award.

The following table sets forth the estimated amounts that would have become payable to Quad/Graphics’ NEOs under their employment arrangements if a triggering employment termination (but no change of control) had occurred on December 31, 2009:

Executive	Cash Termination Payment ($)	Stock Option Vesting ($)	Non- compete Continuation ($)	SERP ($)	Out- placement (1)($)	Welfare and Insurance Coverage ($)	Totals (2) ($)
J. Joel Quadracci	1,760,467	—	889,000	—	50,000	11,554	2,711,021
John C. Fowler	938,667	—	520,000	—	50,000	7,772	1,516,439
Thomas J. Frankowski	673,583	—	355,000	—	50,000	11,930	1,090,513
David A. Blais	654,583	—	355,000	—	50,000	11,800	1,071,383
Totals	4,027,300	0	2,119,000	0	200,000	43,056	6,387,356

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(1) Outplacement services are assumed to be $50,000 per year.

(2) Amounts assume that no fringe benefit polices would apply to terminated executives following termination.

Upon a termination of employment for cause or without good reason, or by reason of death or disability, as of December 31, 2009, the employment agreements of the Quad/Graphics’ NEOs would have entitled the terminated NEO only to continued payment of the NEO’s base salary and employee benefits through the date of termination. The following table sets forth the estimated amounts that would have become payable to Quad/Graphics’ NEOs under their other employment arrangements if their employment had been terminated as a result of death or disability on December 31, 2009:

Executive	SERP ($) (1)	Base Salary Continuation ($)	Totals ($)
J. Joel Quadracci	596,771	5,336,923	5,933,694
John C. Fowler	—	1,737,797	1,737,797
Thomas J. Frankowski	278,364	2,191,200	2,469,564
David A. Blais	230,056	2,191,200	2,421,256
Totals	1,105,191	11,457,120	12,562,311

(1) Assumes surviving spouse will live until age 79.

Mr. Freschi would have received a cash termination payment of $2,009,517 from World Color Press pursuant to his letter agreement had his employment been terminated by World Color Press as of December 31, 2009 other than with just cause or as a result of disability, or by Mr. Freschi with good reason, and, in the event of his retirement, the portion of his pension benefits then vested as described above under “—2009 Pension Benefits.” He would not have received any accelerated benefit as a result of a change of control.

Certain Relationships and Related Party Transactions

J. Joel Quadracci, the chairman, president and chief executive officer and a significant shareholder of Quad/Graphics, received various services from Quad/Graphics or its affiliates during 2009 and 2008 that included maintenance of the interior and exterior of his personal residences, home construction, catering services and use of the corporate aircraft in excess of compensatory amounts, for which Mr. Quadracci fully reimbursed Quad/Graphics or its affiliates. Mr. Quadracci’s payments to Quad/Graphics or its affiliates in reimbursement for these services during 2009 and 2008 totaled $1,045,362 and $533,365, respectively.

Christopher B. Harned, a director of Quad/Graphics, and Elizabeth M. Quadracci-Harned, Mr. Harned’s wife, Betty Ewens Quadracci’s daughter and J. Joel Quadracci’s sister, received various services from Quad/Graphics or its affiliates during 2009 and 2008 that included use of the corporate aircraft, maintenance of the interior and exterior of their personal residence, catering services and graphic design services, for which Mr. Harned and Ms. Quadracci-Harned fully reimbursed Quad/Graphics or its affiliates. Their payments to Quad/Graphics or its affiliates in reimbursement for these services during 2009 and 2008 totaled $188,639 and $275,206, respectively.

Quad/Graphics made contributions of approximately $500,000 and $1.1 million in 2008 and 2007, respectively, to The Windhover Foundation, a charitable foundation established by Harry V. Quadracci. Betty Ewens Quadracci is president of the foundation and J. Joel Quadracci, Elizabeth M. Quadracci-Harned and Kathryn Quadracci Flores are directors. Elizabeth M. Quadracci-Harned is Christopher B. Harned’s wife, Betty Ewens Quadracci’s daughter and J. Joel Quadracci’s sister. Kathryn Quadracci Flores is Betty Ewens Quadracci’s daughter and J. Joel Quadracci’s sister. John C. Fowler, Quad/Graphics’ senior vice president and chief financial officer, is treasurer of The Windhover Foundation.

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Since January 1, 2005, Quad/Graphics has been treated as an S corporation for Federal and state income tax purposes. In connection therewith, Quad/Graphics and its shareholders entered into an agreement pursuant to which each shareholder is required to include on the shareholder’s return their pro rata share of Quad/Graphics’ income, gain, loss and deductions and to pay the income taxes resulting from such inclusion. Per the agreement, Quad/Graphics is obligated to make tax distributions to each shareholder equal to the amount of such income taxes subject to certain assumptions, qualifications and exceptions. Each of Quad/Graphics’ executive officers and directors who are shareholders of Quad/Graphics have received their pro rata portion of such tax distributions, as have all other shareholders of Quad/Graphics. Simultaneously with the consummation of the arrangement, the S corporation election for Quad/Graphics will be terminated. As a result, tax distributions will no longer be required to be made to Quad/Graphics’ shareholders. However, Quad/Graphics will have a contractual obligation to continue to make payments to the shareholders of record during the S corporation periods in an amount sufficient to pay the taxes arising from their pro rata share of Quad/Graphics’ income for such periods, including any adjustments to Quad/Graphics’ income for such prior periods due to tax audits or otherwise.

From 1988 to 1992, Quad/Graphics maintained a voting trust purchase plan for certain directors and officers to allow them to increase their ownership in Quad/Graphics. Under the plan, Quad/Graphics offered its officers and directors who were beneficiaries of the voting trust at the time an interest free loan to be used to purchase shares of class A stock, to be secured by the purchased shares. Interest on these loans is imputed monthly to the borrower as required by the Internal Revenue Code. Repayment of the loans is required upon the earliest of: (i) 5 years after the borrower’s employment or service termination, (ii) the sale of the purchased shares and (iii) the borrower’s death. Betty Ewens Quadracci and John C. Fowler participated in the voting trust purchase plan and had loans outstanding as of December 31, 2009 in the amount of $216,781 and $216,778, respectively.

A daughter of Mr. Fowler is employed by Quad/Graphics as a sales manager. Her total compensation for 2009, 2008 and 2007 was $147,115, $144,692 and $121,769, respectively, consisting of base salary and bonus.

A brother of Thomas J. Frankowski, an executive officer of Quad/Graphics, is employed by Quad/Graphics as a plant manager. His base salary and bonus for 2009, 2008 and 2007 was $115,000, $188,000 and $148,250, respectively, and his other compensation for 2009, 2008 and 2007 was $ 403,457, $8,417 and $56,325, consisting of the grant date fair value of equity awards in 2007 and 2009, a car allowance in 2008 and 2009 and reimbursement for relocation costs in 2008 and 2009.

The wife of William T. Graushar, an executive officer of Quad/Graphics, is employed by Quad/Graphics as an employee services manager. Her total cash compensation for 2008 and 2007 was $120,789 and $109,950, respectively, consisting of base salary and bonus, and she had other compensation for 2007 in the amount of $56,325.

Thomas A. Quadracci, Betty Ewens Quadracci’s brother-in-law, served as Quad/Graphics’ executive chairman until December 31, 2006. Mr. Quadracci received retirement benefits pursuant to his employment arrangement in 2009, 2008 and 2007 of $827,741, $1,715,364 and $1,429,700, respectively.

Leonard Quadracci, Ms. Quadracci’s brother-in-law, was employed by Quad/Graphics in 2007 as president of Quad/Med, a subsidiary of Quad/Graphics. His total compensation for 2007 was $322,000.

The charter of Quad/Graphics’ audit committee requires the committee to review and approve (if appropriate) all significant insider, affiliate or related party transactions that involve aggregate value or amounts in excess of $50,000 and that may involve a conflict of interests. Quad/Graphics’ audit committee approves only those transactions that, in light of known circumstances, are in what the audit committee believes to be the best interests of Quad/Graphics, as the audit committee determines in the good faith exercise of its discretion. None of the related party transactions reported above with respect to 2009, 2008 or 2007 required review, approval or ratification pursuant to this policy because all costs to Quad/Graphics were fully reimbursed and the transactions were not deemed to involve a conflict of interest.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Quad/Graphics and World Color Press have entered into an arrangement agreement pursuant to which World Color Press will become a wholly-owned subsidiary of Quad/Graphics. For a summary of the transaction, see “The Arrangement Agreement” beginning on page 96.

The unaudited pro forma condensed combined financial information is derived or extracted from the historical audited consolidated financial statements of Quad/Graphics and World Color Press as of and for the year ended December 31, 2009. The unaudited pro forma condensed combined balance sheet combines the historical audited consolidated balance sheets of Quad/Graphics and World Color Press, giving effect to the arrangement agreement as if it had occurred on December 31, 2009. The unaudited pro forma condensed combined statement of operations combines the historical audited consolidated statements of operations of Quad/Graphics and World Color Press, giving effect to the arrangement agreement as if it had occurred on January 1, 2009.

On July 21, 2009, upon emergence from bankruptcy protection under the CCAA in Canada and Chapter 11 in the United States, World Color Press was required to adopt “fresh start” financial accounting in accordance with The Canadian Institute of Chartered Accountants Handbook Section 1625, Comprehensive Revaluation of Assets and Liabilities , pursuant to Canadian GAAP, and Statement of Position 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code (now codified as ASC 852, Reorganizations ), pursuant to U.S. GAAP. Under fresh start accounting, World Color Press undertook a comprehensive re-evaluation of its assets and liabilities as established in the plan of compromise and reorganization and World Color Press became a new entity for financial reporting purposes (that new entity referred to as the “successor”, and the periods prior to the fresh start date are referred to as the periods of the “predecessor”). Fresh start accounting was adopted as of the nearest month-end date of July 31, 2009, as the activity between July 22, 2009 and July 31, 2009 was deemed by World Color Press to be immaterial. Accordingly, the consolidated financial statements of the successor on or after August 1, 2009 are not comparable to the consolidated financial statements of the predecessor prior to that date. However, for the purposes of the unaudited pro forma condensed combined statement of operations, the seven months of predecessor activity from January 1, 2009 through July 31, 2009 (adjusted to reflect the seven month period consistent with the successor activity) has been combined with the five months of successor activity from August 1, 2009 to December 31, 2009. In addition, the twelve month period has been adjusted to reflect U.S. GAAP. See Note 3 Pro Forma Adjustments to World Color Press Historical Financial Statements for Fresh Start Reporting for the combination of the predecessor and successor reporting periods.

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial information was based on and should be read in conjunction with the following:

(1) the Quad/Graphics audited consolidated financial statements as of and for the year ended December 31, 2009 and notes thereto beginning on page FS-1,

(2) the Quad/Graphics Management’s Discussion and Analysis of Financial Condition and Results of Operations beginning on page 193, and

(3) the World Color Press audited consolidated financial statements as of December 31, 2009 and for the seven-month period ended July 31, 2009 (to the fresh start reporting date) and the five-month period ended December 31, 2009, the notes thereto, and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in the World Color Press annual report on Form 40-F filed with the SEC on March 1, 2010, which has been incorporated by reference into this proxy circular/prospectus.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under existing U.S. GAAP. Quad/Graphics is the acquirer in the arrangement for accounting purposes. As of the date of this proxy circular/prospectus, Quad/Graphics has not completed the detailed valuation studies necessary to arrive at the required estimates of the fair value of the World Color Press assets to be acquired and the World Color Press liabilities to be assumed. Any excess purchase price as compared to the fair value of acquired World Color Press net assets will be allocated to goodwill. The actual purchase price allocation will be

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based on the fair values of the World Color Press assets and liabilities as of the consummation of the arrangement. Quad/Graphics has made certain preliminary estimates of the fair values of World Color Press’ net assets for the sole purpose of preparing these unaudited pro forma condensed combined financial statements. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.

All amounts included in the unaudited pro forma condensed combined financial information are stated in United States dollars. The historical audited consolidated financial statements of Quad/Graphics and World Color Press included herein are presented in U.S. GAAP and the pro forma adjustments are also based on U.S. GAAP. Pro forma adjustments in the unaudited pro forma condensed combined financial statements and the notes thereto give effect to pro forma events that are (1) directly attributable to the arrangement, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined results, including:

· The arrangement, including related arrangement consideration and transaction costs;

· Changes in debt as a result of the arrangement;

· Changes in equity structure as a result of the arrangement;

· Changes in tax accounts as a result of the conversion of certain Quad/Graphics’ consolidated legal entities from S corporations to C corporations with the transaction (at an assumed tax rate of 35%);

· Adjustments to the World Color Press historical audited statement of operations to assume emergence from CCAA and Chapter 11 and the related fresh start accounting adjustments and exit financing structure as of January 1, 2009 instead of as the actual date of July 31, 2009 (see Note 3 Pro Forma Adjustments to World Color Press Historical Financial Statements for Fresh Start Reporting) ;

· Reclassifications to conform World Color Press’ historical audited financial statements to the historical audited financial statement presentation of Quad/Graphics (see Note 3 Pro Forma Adjustments to World Color Press Historical Financial Statements for Fresh Start Reporting) .

The unaudited pro forma condensed combined financial information does not reflect any operating synergies that the combined company may achieve as a result of the arrangement, or the costs necessary to achieve these operating synergies. Quad/Graphics has identified approximately $225 million of potential pre-tax annualized synergies in connection with the transaction, to be derived from capacity consolidation (primarily in the United States), purchasing and supply chain efficiencies, logistic and distribution savings and consolidation of corporate headquarters, among other areas. Full realization of these synergies is estimated to take up to 24 months to achieve. To realize these expected synergies, the total acquisition-related charges to be incurred primarily during the first 24 months after consummation of the arrangement are estimated to be in the range of approximately $195 million to $240 million. Quad/Graphics also expects to incur additional charges and capital expenditures as a result of the integration. The above estimate of one-time costs does not include other expected costs such as rebranding costs, tax restructuring, potential pension plan curtailment costs and other integration costs. Management of World Color Press believes that the expected synergies to be realized as a result of the arrangement will be higher than the estimates of Quad/Graphics’ management noted above. See “The Arrangement—Estimated Potential Synergies Attributable to the Arrangement” beginning on page 87 for additional information.

After the arrangement consummation, Quad/Graphics will finalize and implement an integration plan that may affect how the assets acquired, including intangibles, will be utilized. If assets in the combined company are phased out or no longer used, additional amortization, depreciation and/or impairment charges would be recorded.

Additionally, Quad/Graphics and World Color Press will also incur transaction costs as part of the arrangement. The combined company transaction costs that are directly attributable to the arrangement and that do not have a continuing impact are estimated to be $110 million (subject to change based on the final transaction consideration to be received by the holders of World Color Press common shares) and have been included in the unaudited pro forma condensed combined balance sheet. Other than estimated debt issuance costs of $49 million that will be capitalized, the remaining transaction costs will be expensed as incurred in accordance with the acquisition method of accounting. The combined company transaction costs are excluded from the unaudited pro forma condensed combined statement of operations as these costs do not have a continuing impact.

While all of these amounts are based on estimates that could be inaccurate, Quad/Graphics does expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the

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businesses, will allow Quad/Graphics to realize benefits that more than offset the incremental costs of the transaction over time.

The unaudited pro forma condensed combined financial information has been presented for illustrational purposes only. It is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the arrangement been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company.

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Unaudited Pro Forma Condensed Combined Balance Sheet

As of December 31, 2009

(in millions)

				World Color Press		Pro Forma Adjustments			Pro Forma
	Quad/Graphics			(see Note 3)		(see Note 7)			Combined
Assets
Current assets
Cash and cash equivalents	$	8.9		$	36.0	$			$	44.9
Receivables, net	227.2			562.0					789.2
Inventories	87.3			176.0					263.3
Prepaid expenses and other current assets	7.4			32.0					39.4
Deferred income taxes	5.3			19.0		24.2		(a),(b)	48.5
Total current assets	336.1			825.0		24.2			1,185.3

Property, plant and equipment, net	1,677.3			1,113.0					2,790.3
Goodwill	39.6			174.0		268.4		(c)	482.0
Other intangible assets, net	10.0			372.0					382.0
Restricted cash	—			63.0					63.0
Equity method investments in unconsolidated entities	40.7			—					40.7
Other long-term assets	5.5			139.0		(17.0		)(d)	127.5
Total assets	$	2,109.2		$	2,686.0	$	275.6		$	5,070.8

Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable and accrued liabilities	$	249.8		$	393.0	$	10.0	(e)	$	652.8
Dividends payable	6.9			7.0		(7.0		)(f)	6.9
Amounts owing in satisfaction of bankruptcy claims	—			45.0					45.0
Short-term and current portion of long-term debt	100.1			8.0					108.1
Current portion of capital lease obligations	7.6			14.0					21.6
Total current liabilities	364.4			467.0		3.0			834.4

Long-term debt	749.7			450.0		337.5		(g)	1,537.2
Unsecured notes to be issued	—			46.0					46.0
Capital lease obligations	15.8			56.0					71.8
Deferred income taxes	16.0			270.0		188.3		(a),(b)	474.3
Other long-term liabilities	39.9			595.0		(5.0		)(h),(i)	629.9
Total liabilities	1,185.8			1,884.0		523.8			3,593.6

Redeemable equity	141.5			—		(133.1		)(j)	8.4

Common stock and other equity
Common stock	0.8			721.0		(720.4		)(j),(k)	1.4
Additional paid-in capital	77.8			—		969.5		(j),(k)	1,047.3
Treasury stock, at cost	(304.5		)	—					(304.5		)
Retained earnings	1,011.2			65.0		(348.2		)(j),(l)	728.0
Accumulated other comprehensive income (loss)	(3.7		)	16.0		(16.0		)(m)	(3.7		)
Total common stock and other equity	781.6			802.0		(115.1		)	1,468.5
Noncontrolling interests	0.3			—					0.3
Total liabilities and shareholders’ equity	$	2,109.2		$	2,686.0	$	275.6		$	5,070.8

See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of these statements.

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Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2009

(In millions, except per share data)

							Pro Forma
				World Color Press			Adjustments			Pro Forma
	Quad/Graphics			(see Note 3)			(see Note 7)			Combined

Net sales	$	1,788.5		$	3,084.0		$			$	4,872.5
Cost of sales	1,274.2			2,486.0						3,760.2
Selling, general and administrative expenses	194.0			274.0			(2.8		)(n)	465.2
Restructuring and impairment charges	11.2			61.0			(3.0		)(n)	69.2
Depreciation and amortization	196.7			175.0						371.7

Operating income	112.4			88.0			5.8			206.2
Interest and financial expense (income)	64.1			(11.0		)	56.9		(o),(p),(q),(r)	110.0

Earnings before income taxes and equity in earnings of unconsolidated entities	48.3			99.0			(51.1		)	96.2
Income tax (expense)	(1.5		)	(36.0		)	(15.4		)(s)	(52.9		)
Equity in earnings of unconsolidated entities	6.3			—						6.3

Net earnings	53.1			63.0			(66.5		)	49.6
Net earnings attributable to noncontrolling interests, net of tax	(0.3		)	—						(0.3		)

Net earnings attributable to Quad/Graphics and World Color Press common shareholders	$	52.8		$	63.0		$	(66.5	)	$	49.3

Net earnings per share attributable to Quad/Graphics and World Color Press common shareholders — basic	$	1.87		$	0.55					$	1.05

Weighted average shares outstanding — basic	28.3			73.3			(54.6		)(t)	47.0

Net earnings per share attributable to Quad/Graphics and World Color Press common shareholders — diluted	$	1.81		$	0.30					$	1.03

Weighted average shares outstanding — diluted	29.2			87.1			(68.4		)(t)	47.9

See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of these statements.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS

1. Description of Transaction

Arrangement Agreement

On January 25, 2010 Quad/Graphics and World Color Press entered into the arrangement agreement in which World Color Press will become a wholly-owned subsidiary of Quad/Graphics. Upon completion of the arrangement, the holders of World Color Press common shares will receive shares of Quad/Graphics class A stock equal to approximately 40% of the post-transaction Quad/Graphics outstanding stock (defined as the “Arrangement Amount” on pages 1 and 2) with pre-transaction Quad/Graphics shareholders owning the remaining approximately 60%. The World Color Press common shares will be converted into Quad/Graphics class A stock based on a calculation called the “Share Exchange Ratio” (as defined on page 1). While the ownership percentage of the World Color Press common shareholders in Quad/Graphics outstanding stock is capped at 40%, the Share Exchange Ratio could change between the time of execution of the arrangement agreement and the time of closing based on fluctuations in the market price of World Color Press common shares, conversion of World Color Press preferred shares to World Color Press common shares, and Equity Payment Amounts (as defined on page 2) to fund redemption of outstanding World Color Press equity securities exceeding $135 million.

In addition to Quad/Graphics class A stock, World Color Press’ common shareholders will be entitled to a pro-rata cash distribution (defined as the aggregate “Common Cash Consideration” on page 3) equal to $93,333,333 less the Equity Payment Amounts (as defined on page 2). If the Equity Payment Amounts exceed $93,333,333, then the Common Cash Consideration will be $0. Holders of World Color Press common shares will receive 40% of the post-transaction outstanding stock of Quad/Graphics if the Equity Payment Amounts are $135 million or less. In the event that the Equity Payment Amounts exceed $135 million, the collective outstanding stock ownership of the World Color Press common shareholders in Quad/Graphics will be reduced by the amount by which the Equity Payment Amounts exceed $135 million. Simultaneously with the consummation of the arrangement, $140 million will be distributed in cash to Quad/Graphics’ existing shareholders (sometimes referred to as the Quad/Graphics Cash Distribution).

Quad/Graphics obtained financing commitments for a new $1.2 billion post-closing debt facility prior to the execution of the arrangement agreement. The new debt facility is to fund (1) replacement of Quad/Graphics’ current revolving credit facilities, (2) satisfaction of World Color Press’ bankruptcy exit financing, (3) transaction costs, (4) debt issuance costs, (5) the Equity Payment Amounts, (6) the aggregate Common Cash Consideration and (7) the Quad/Graphics Cash Distribution. The new debt will be in addition to retaining the Quad/Graphics Master Note and Security Agreement ($725.9 million outstanding as of December 31, 2009) and the secured facilities agreement Quad/Graphics entered into on December 16, 2008 to refinance the debt of Quad/Winkowski (sometimes referred to as the Facilities Agreement) ($97.4 million outstanding as of December 31, 2009) as described on page 209 of this proxy circular/prospectus, as well as the combined company’s leases.

The arrangement agreement contains certain termination rights for Quad/Graphics and World Color Press, including the right to terminate the arrangement, subject to certain conditions. The arrangement agreement provides that upon termination of the arrangement by either party in order to enter into a definitive agreement with respect to an alternative transaction that the board of directors of such party has determined to be a superior proposal (subject to certain match rights for the other party), either Quad/Graphics or World Color Press would be required to pay the other party a termination fee of $40 million.

Consummation of the arrangement is subject to certain customary conditions, including, among others, (1) the approval of the arrangement by the shareholders of World Color Press, (2) the approval of the arrangement and related matters by the shareholders of Quad/Graphics, (3) the receipt of required governmental and regulatory approvals and expiration of applicable waiting periods, (4) the receipt of required court orders, (5) the listing of the Quad/Graphics class A stock on a national securities exchange in the United States, (6) the accuracy of the representations and warranties of the other party (generally subject to a material adverse effect standard), (7) material compliance by the other party with its obligations under the arrangement agreement, (8) dissent rights exercised shall not exceed 7.5% of the outstanding World Color Press common shares as of the closing date, (9) the

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conversion, redemption or cancellation of all outstanding World Color Press preferred shares and warrants and (10) the World Color Press senior notes indenture will have been terminated or the covenants will have been terminated or made inapplicable to World Color Press and its affiliates. The arrangement is expected to be completed during the summer of 2010.

See “The Arrangement Agreement” beginning on page 96 for further description of the arrangement.

2. Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and was based on the historical audited consolidated financial statements of Quad/Graphics and World Color Press as of and for the year ended December 31, 2009. The accounting guidance on business combinations requires, among other things, that assets acquired and liabilities assumed are recognized at their fair values as of the acquisition date. Financial statements of Quad/Graphics issued after consummation of the arrangement will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of World Color Press. In addition, the purchase price is to be measured at the consummation of the arrangement at the then-current market price.

The latest accounting guidance on fair value measurements defines the term “fair value” and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, Quad/Graphics may be required to record assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect Quad/Graphics’ intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that others applying reasonable judgment to the same facts and circumstances could develop and support a range of alternative estimated amounts.

3. Pro Forma Adjustments to World Color Press Historical Financial Statements for Fresh Start Reporting

World Color Press’ historical financial statements have been prepared under Canadian GAAP. World Color Press has prepared reconciliations from Canadian GAAP to U.S. GAAP in its historical audited consolidated financial statements that have been incorporated by reference in the proxy circular/prospectus. The World Color Press unaudited pro forma condensed balance sheet and World Color Press unaudited pro forma condensed combined statement of operations included in this Note 3 are presented in accordance with U.S. GAAP based on those reconciliations.

As discussed in the introductory section to the unaudited pro forma condensed combined financial information, World Color Press adopted fresh start accounting as of July 31, 2009. For the purposes of the unaudited pro forma condensed combined statement of operations, the seven months of predecessor activity from January 1, 2009 through July 31, 2009 combined with the five months of successor activity from August 1, 2009 to December 31, 2009 was used as the 12 months of historical income statement activity for World Color Press. This combination is shown below, along with adjustments that assume emergence from CCAA and Chapter 11 and the related fresh start accounting adjustments and exit financing structure as of January 1, 2009, with the objective of reflecting the World Color Press statement of operations on a successor basis as it relates to the fresh start accounting and exit financing. The World Color Press unaudited pro forma condensed balance sheet is from the successor entity as of December 31, 2009.

Certain reclassifications have been made to the World Color Press historical financial statements to conform to the condensed Quad/Graphics’ presentation. These reclassifications are shown below, and the reclassifications had no impact on World Color Press’ historical net earnings.

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World Color Press Unaudited Pro Forma Condensed Balance Sheet

As of December 31, 2009

(in millions of U.S. dollars)

	World Color Press		Conforming Presentation			World Color Press
	U.S. GAAP		Reclassifications			Post-Reclassifications
Assets
Current assets
Cash and cash equivalents	$	36.0	$			$	36.0
Receivables, net	562.0					562.0
Inventories	176.0					176.0
Prepaid expenses and other current assets	32.0					32.0
Income taxes receivable	16.0		(16.0		)(1)	—
Deferred income taxes	19.0					19.0
Total current assets	841.0		(16.0		)	825.0

Property, plant and equipment, net	1,113.0					1,113.0
Goodwill	174.0					174.0
Other intangible assets, net	372.0					372.0
Restricted cash	63.0					63.0
Deferred income taxes	18.0		(18.0		)(2)	—
Other long-term assets	139.0					139.0
Total assets	$	2,720.0	$	(34.0	)	$	2,686.0

Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable and accrued liabilities	$	400.0	$	(7.0	)(3)	$	393.0
Dividends payable	—		7.0		(3)	7.0
Amounts owing in satisfaction of bankruptcy claims	45.0					45.0
Income and other taxes payable	16.0		(16.0		)(1)	—
Short-term and current portion of long-term debt	22.0		(14.0		)(4)	8.0
Current portion of capital lease obligations	—		14.0		(4)	14.0

Total current liabilities	483.0		(16.0		)	467.0

Long-term debt	506.0		(56.0		)(4)	450.0
Unsecured notes to be issued	46.0					46.0
Capital lease obligations	—		56.0		(4)	56.0
Deferred income taxes	288.0		(18.0		)(2)	270.0
Other long-term liabilities	595.0					595.0
Total liabilities	1,918.0		(34.0		)	1,884.0

Shareholders’ equity
Capital stock	721.0					721.0
Retained earnings	65.0					65.0
Accumulated other comprehensive income	16.0					16.0
Total shareholders’ equity	802.0					802.0
Total liabilities and shareholders’ equity	$	2,720.0	$	(34.0	)	$	2,686.0

The explanations for the amounts in the column titled conforming presentation reclassifications follow these World Color Press unaudited pro forma financial statements.

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World Color Press Unaudited Pro Forma Condensed Combined Statement of Operations

For the Twelve Month Period Ended December 31, 2009

(In millions of U.S. dollars, except per share data)

	Predecessor U.S. GAAP			Successor U.S. GAAP			Fresh Start And			Conforming			World Color Press
	1/1/09- 7/31/09			8/1/09– 12/31/09			Exit Financing Adjustments			Presentation Reclassifications			Combined 1/1/09-12/31/09
Net sales	$	1,735.0		$	1,337.0		$	12.0	(5)	$			$	3,084.0

Cost of sales	1,567.0			1,098.0			(17.0		)(6)	(162.0		)(11)	2,486.0

Selling, general and administrative expenses	168.0			122.0			(3.0		)(7)	(13.0		)(11)	274.0
Restructuring and impairment charges	22.0			39.0									61.0

Depreciation and amortization	—			—						175.0		(11)	175.0

Operating income (loss)	(22.0		)	78.0			32.0			—			88.0

Interest and financial expense (income)	74.0			(11.0		)	(74.0		)(8)				(11.0		)
Reorganization items, net of tax	(2,069.0		)	—			2,069.0		(9)				0.0

Earnings (loss) before income taxes	1,973.0			89.0			(1,963.0		)	—			99.0

Income tax expense	10.0			24.0			2.0		(10)				36.0

Net earnings (loss)	$	1,963.0		$	65.0		$	(1,965.0	)	$	—		$	63.0

Net earnings per share attributable to World Color Press common shareholders — basic													$	0.55

Weighted average shares outstanding — basic													73.3

Net earnings per share attributable to World Color Press common shareholders — diluted													$	0.30

Weighted average shares outstanding — diluted (see Note 5 for total shares)													87.1

The explanations for the amounts in the columns titled fresh start and exit financing adjustments and conforming presentation reclassifications follow these World Color Press unaudited pro forma financial statements.

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Fresh start accounting and exit financing related adjustments, as well as reclassifications to conform presentation within these unaudited pro forma condensed combined financial statements, are as follows:

(1) To offset income taxes receivable against income and other taxes payable for condensed pro forma presentation.

(2) To offset long-term deferred income tax assets against long-term deferred tax liabilities for condensed pro forma presentation.

(3) To reclassify dividends payable on the World Color Press preferred shares from accrued liabilities to dividends payable for consistency with Quad/Graphics’ presentation.

(4) To separately classify the short-term and long-term obligations related to capital leases from debt for consistency with Quad/Graphics’ presentation.

(5) To reverse amortization of capitalized contract acquisition costs recorded against revenues of the predecessor entity. These capitalized costs were written off under fresh start accounting.

(6) To adjust depreciation of property, plant and equipment, capital leases and amortization of intangible assets to reflect fair value adjustments at fresh start adoption date.

(7) To adjust depreciation of property, plant and equipment to reflect fair value adjustments at fresh start adoption date.

(8) To record a reduction in interest expense and foreign exchange on debt eliminated, incurred or re-financed as part of the plan of reorganization and record unrealized foreign exchange gains on portions of the exit financing, warrants and preferred share conversion option for the period from January 1, 2009 to July 31, 2009. World Color Press changed its functional currency from Canadian dollars to United States dollars at the fresh start adoption date and the pro forma adjustment assumes that the functional currency remained Canadian dollars from January 1, 2009 to July 31, 2009.

(9) To eliminate the net gain on the reorganization plan that related entirely to the predecessor entity.

(10) To record additional income taxes on pro forma adjustments (5) through (8). This adjustment was favorably impacted by the recognition of previously unrecorded tax benefits and the fact that many of the pro forma adjustments were non-taxable permanent differences.

(11) To separately classify all depreciation of property, plant and equipment and amortization of intangible assets from within cost of sales and selling, general and administrative expenses for consistency with Quad/Graphics’ presentation.

4. Accounting Policies

Upon consummation of the arrangement, Quad/Graphics will review World Color Press’ accounting policies. As a result of that review, it may become necessary to harmonize the combined company’s consolidated financial statements to conform to those accounting policies that are determined to be more appropriate for the combined company. The unaudited pro forma condensed combined financial statements do not adjust for any differences in accounting policies beyond the classification items presented in Note 3.

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5. Preliminary Estimated Purchase Price

The estimated purchase price is preliminary because the proposed transaction has not yet been completed. The preliminary estimated total purchase price to be transferred to effect the acquisition of World Color Press is as follows:

	Estimated Purchase Price		Form of Consideration
World Color Press common shares outstanding (a)	73.3
Conversion of World Color Press preferred shares (b)	13.8
Total assumed World Color Press common shares outstanding	87.1

Average World Color Press common share price (c)	$	11.00
Assumed value of World Color Press outstanding common shares	$	958.1	Quad/Graphics class A stock
Total assumed cash payments (d)	$	93.3	Cash (via new debt facility)

Preliminary estimated purchase price (e)	$	1,051.4

(a) The total World Color Press common shares outstanding as of December 31, 2009.

(b) Based upon the approximate World Color Press preferred share cash redemption price of $8.00 per share and the assumed World Color Press common share price of $11.00 described in (c), it is assumed that 100% of the outstanding World Color Press preferred shares will be converted into common shares, as will the related accumulated preferred dividends (conversion of the accumulated preferred dividends at $8.00 per share).

(c) The fair value of equity securities issued as part of the consideration transferred will be measured on the closing date of the arrangement at the then-current market price. This requirement will likely result in a per share equity component different from the $11.00 assumed above, which is calculated as the average of the last seven days World Color Press common share price prior to the date of this filing (rounded to the nearest dollar).

(d) The total of the Equity Payment Amounts and the aggregate Common Cash Consideration represent the total cash payments to settle the remaining World Color Press outstanding equity securities per the arrangement. The preliminary estimated purchase price calculation above assumes Quad/Graphics will pay $93,333,333 to settle these obligations (but the actual amount could be greater than $93,333,333 depending on, among other things, whether World Color Press warrants convert into World Color Press common shares). As discussed in Note 1, the collective outstanding stock ownership of the World Color Press common shareholders in Quad/Graphics will be reduced by the amount in which the Equity Payment Amounts exceed $135 million.

(e) The preliminary estimated purchase price reflected in the unaudited pro forma condensed combined financial statements does not purport to represent what the actual purchase price will be at the consummation of the arrangement. Any adjustment in purchase price would result in a corresponding adjustment to estimated debt and goodwill.

6. Estimate of Assets to be Acquired and Liabilities to be Assumed

Under the acquisition method of accounting, the total preliminary estimated purchase price as shown in Note 5 is allocated to the World Color Press current and long-term tangible assets, intangible assets (both definite and indefinite-lived), and current and long-term liabilities based on their estimated fair values as of the closing date of the arrangement. Management of Quad/Graphics has allocated the estimated purchase price based on preliminary estimates that are described in the introduction to these unaudited pro forma condensed combined financial statements. The preliminary internal valuation of Quad/Graphics’ management includes estimates and assumptions about numerous factors, which could exhibit significant volatility. Changes in one or more of these factors prior to consummation of the arrangement could have a significant effect on the final determination of fair values. The final purchase price allocations will be based on the fair value of assets and liabilities per third party appraisals as of the effective date of the arrangement, and accordingly the final valuation of World Color Press’ assets and liabilities may be materially different than those estimates presented in the unaudited pro forma condensed combined financial statements.

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The preliminary estimate of assets to be acquired and liabilities to be assumed by Quad/Graphics is as follows:

	(In millions)

Current assets	$	825.0
Property, plant and equipment	1,113.0
Identifiable intangible assets	372.0
Restricted cash	63.0
Other long-term assets (including the World Color Press adjustment in Note 7(d))	73.0
Current liabilities (including the World Color Press adjustment in Note 7(f))	(460.0		)
Long-term debt and long-term capital lease obligations	(552.0		)
Long-term deferred income taxes, net (including the World Color Press adjustment in Note 7(b))	(235.0		)
Other long-term liabilities (including World Color Press’ adjustments in Note 7(h) and (i))	(590.0		)
Contractual and non-contractual contingencies (I)
Goodwill (II)	442.4
Preliminary estimated purchase price	$	1,051.4

(I) Assets acquired and liabilities assumed in a business combination that arise from contingencies should be recognized at fair value if fair value can be reasonably estimated. If fair value of such an asset or liability cannot be reasonably estimated, the asset or liability would be recognized in accordance with existing U.S. GAAP standards based on whether the amount is probable and reasonably estimable. As disclosed in World Color Press’ historical audited 2009 consolidated financial statements incorporated by reference into this proxy circular/prospectus, there are significant ongoing insolvency proceedings, claims and matters still to be resolved, including $3.1 billion of bankruptcy related claims, which in the plan of reorganization was discharged with the issuance of new common shares, preferred shares, warrants as well as unsecured notes to be issued by World Color Press. Certain other claims totaling $160 million are to be paid by World Color Press in cash, of which $115 million has been paid as of December 31, 2009, leaving $45.0 million to be paid. This obligation is classified in the World Color Press historical audited December 31, 2009 consolidated balance sheet as “Amounts owing in satisfaction of bankruptcy claims”.

World Color Press has recorded on their historical audited December 31, 2009 consolidated balance sheet $46.0 million of unsecured notes to be issued related to the bankruptcy, including accrued interest. The maximum amount that will be paid to settle this obligation is $75.0 million, in addition to related accrued interest and any call premium under the terms of the indenture. As a condition of the arrangement, this obligation must either be defeased or the covenants of the agreement amended prior to consummation of the arrangement.

The amounts recorded for any bankruptcy matters are based on World Color Press’ management current assessment of the amount likely to be paid pursuant to U.S. GAAP. Any bankruptcy assessments made by World Color Press management and the related amounts have not been adjusted in these unaudited pro forma condensed combined financial statements as Quad/Graphics does not have sufficient information to evaluate these contingencies to value them under a fair value standard or to estimate a range of outcomes.

(II) Goodwill is calculated as the difference between the acquisition date fair value of the consideration expected to be transferred and the values assigned to the assets acquired and liabilities assumed. Goodwill is not amortized, but instead will be tested for impairment at least annually (more frequently if certain indicators are present). Goodwill will be allocated to the reporting unit(s) of the combined company. In the event that management of Quad/Graphics determines that the value of goodwill has become impaired, the combined company will incur an accounting charge for the amount of impairment during the period in which the determination is made.

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7. Pro Forma Adjustments

This note should be read in conjunction with other notes to the unaudited pro forma condensed combined financial statements. Adjustments included in the column under the heading “Pro Forma Adjustments” are presented in U.S. GAAP and represent the following:

(a) To establish net current deferred tax assets and net long-term deferred tax liabilities for the conversion of certain Quad/Graphics’ consolidated legal entities from S corporations to C corporations upon the consummation of the arrangement:

	(in millions)
Accrued liabilities	$	59.2
Quad/Graphics assumed tax rate	X 35.0		%
Net current deferred tax assets	$	20.7

Accelerated depreciation	$	(709.7	)
Net operating loss and other tax carryforwards	24.9
Other	46.9
	(637.9		)
Quad/Graphics assumed tax rate	X 35.0		%
Net long-term deferred tax liabilities	$	(223.3	)

(b) To record the estimated impact on deferred income taxes of the pro forma adjustments, as follows:

	(in millions)
Retention and transaction bonus plan	$	10.0
Quad/Graphics assumed tax rate	X 35.0		%
Current deferred tax assets	$	3.5

Multi-employer pension withdrawal liability	$	100.0
Quad/Graphics assumed tax rate	X 35.0		%
Long-term deferred tax assets (reduction of net long-term deferred tax liabilities on balance sheet)	$	35.0

	(In millions)

Eliminate World Color Press historical goodwill	$	(174.0	)
Estimated goodwill from the arrangement (see Note 6)	442.4
	$	268.4

(d) To adjust other long-term assets for adjustments to deferred debt issuance costs, as follows:

	(In millions)

Eliminate World Color Press historical debt issuance costs	$	(66.0	)
Estimated debt issuance costs on new borrowings	49.0
	$	(17.0	)

(e) To record the estimated amount to be paid under the retention and transaction bonus plan for World Color Press employees per the arrangement agreement of $10.0 million.

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(f) To eliminate World Color Press’ preferred dividends payable of $7.0 million upon assumed conversion of those dividends to common shares as discussed in Note 5(b).

(g) To record the net change in long-term debt as follows:

	(In millions)

Debt issuance costs for new debt agreement	$	49.0
Total combined company acquisition-related transaction costs from January 1, 2010 forward	55.2
Total Equity Payment Amounts and aggregate Common Cash Consideration	93.3
Quad/Graphics Cash Distribution	140.0
Incremental long-term debt	$	337.5

(h) To eliminate World Color Press’ derivatives related to the preferred stock conversion option and to the warrants, which will be fully redeemed and cancelled due to the arrangement:

	(In millions)

Eliminate derivative for preferred stock conversion in other long-term liabilities	$	(22.0	)
Eliminate derivative for warrants in other long-term liabilities	(83.0		)
	$	(105.0	)

(i) To record estimate of multi-employer pension withdrawal liability of $100.0 million for the estimated withdrawal liability to be incurred by Quad/Graphics.

(j) To reclassify Quad/Graphics’ class A redeemable equity that is no longer redeemable upon the transaction consummation resulting from a readily tradable market for the Quad/Graphics class A stock.

	(In millions)

Common stock	$	0.1
Additional paid-in capital	11.9
Retained earnings	121.1
Reduction in redeemable equity	$	(133.1	)

(k) To (1) increase common stock $0.5 million for the par value of the stock issued as part of the arrangement consideration, (2) increase additional paid-in capital $957.6 for the fair value of the stock issued as part of the arrangement consideration less par, and (3) to eliminate World Color Press capital stock of $721.0 million.

(l) To eliminate World Color Press’ retained earnings, to record transaction-related payments, and to record estimated nonrecurring costs for acquisition-related transaction costs which would be expensed per the accounting guidance on business combinations, as follows:

	(In millions)

Eliminate World Color Press retained earnings	$	(65.0	)
Establish net deferred tax liabilities upon becoming a C corporation	(202.6		)
Quad/Graphics Cash Distribution	(140.0		)
Retention and transaction bonus plan for World Color Press employees, net of tax	(6.5		)
Estimated acquisition transaction costs from January 1, 2010 forward, assumed to be nonrecurring	(55.2		)
	$	(469.3	)

(m) To eliminate World Color Press’ accumulated other comprehensive income.

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(n) To eliminate non-recurring, direct and incremental transaction costs incurred through December 31, 2009, which are reflected in the historical financial statements of Quad/Graphics and World Color Press.

	(In millions)

Eliminate Quad/Graphics’ transaction costs incurred through December 31, 2009	$	(2.8	)
Eliminate World Color Press’ transaction costs incurred through December 31, 2009	(3.0		)
	$	(5.8	)

(o) To record the incremental interest expense on long-term debt as follows:

	(In millions)

Quad/Graphics’ average borrowings on the revolving credit facilities (1)	$	128.6
World Color Press’ successor entity average borrowings (2)	530.0
Incremental long-term debt as detailed in Note 7(g)	337.5
Total amounts borrowed on new debt commitments	996.1
Interest expense and fees on new debt commitments (3)	52.5
Eliminate Quad/Graphics interest expense and fees on the replaced revolving credit facilities	(2.0		)
Eliminate World Color Press interest expense and fees on the replaced successor entity financing	(49.0		)
	$	1.5

(1) Reflects an average of the daily amounts outstanding on these revolving credit facilities.

(2) Reflects an average debt amount outstanding on the World Color Press successor entity borrowings.

(3) Interest rates on the $800 million term loan and the $400 million revolving credit facility are to be at variable interest rates based on LIBOR. For the purposes of this pro forma adjustment, the interest rate used for the $800 million term loan is 5.5% and the interest rate used for the $400 million revolving credit facility is 3.73%. Interest rates will be based on prevailing market rates at the execution of the related debt agreements (which will occur prior to the consummation of the arrangement). Therefore, actual interest could differ from these amounts. A 1/8 th percentage change in both interest rates would change the annual interest expense by $1.2 million.

For purposes of calculating pro forma interest expense, the total amounts borrowed on new debt commitments are first applied against the term loan in full, with the remainder applied against the revolving credit facility. Other fees to be incurred on the debt, such as an unused revolving credit facility fees, are included in this amount.

(p) To record a reduction in amortization expense on debt issuance costs as follows:

	(In millions)

Eliminate amortization of World Color Press historical debt issuance costs	(26.0		)
Eliminate amortization of Quad/Graphics’ fees on revolving credit facilities	(0.1		)
Amortization expense for new debt agreement (1)	9.5
	$	(16.6	)

(1) The $800 million term loan matures on the sixth anniversary of the arrangement closing date and the $400 million revolving credit facility matures on the fourth anniversary of the arrangement closing date. The amortization expense for the $49.0 million of estimated debt issuance costs on the new debt agreement was allocated to the term loan and the revolving credit facility in the following order: (1) specifically identified portions of the debt issuance costs to their respective instrument and then (2) the remainder pro-rata based on the respective dollar amount of the term loan and the revolving credit facility commitment.

(q) To reverse $29 million of foreign currency exchange gains on World Color Press foreign currency denominated long-term debt and derivatives for preferred stock conversion and warrants.

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(r) To reverse $43 million in mark to market favorable adjustments on World Color Press derivatives for preferred stock conversion option and warrants.

(s) To give tax effect to the World Color Press related pro forma expense adjustments in (o) and (p). There are no related tax impacts on World Color Press’ pro forma adjustments in (n), (q) and (r) as those adjustments are primarily non-taxable permanent differences. In addition, to give tax effect to the Quad/Graphics related pro forma expense adjustments in (o) and (p) and to record annual tax expense for Quad/Graphics as if all of Quad/Graphics’ legal entities were C corporations at the assumed Quad/Graphics C corporation tax rate of 35%. The combined company effective tax rate is higher than the applicable statutory rates due primarily to World Color Press valuation allowances on tax benefits whose realization are not foreseen.

(t) The adjustment to weighted average shares outstanding — basic is calculated as follows (in millions):

	(In millions)

Eliminate World Color Press weighted average shares outstanding — basic	(73.3	)
Shares issued in arrangement	18.7
	(54.6	)

The adjustment to weighted average shares outstanding — diluted is calculated as follows (in millions):

	(In millions)

Eliminate World Color Press weighted average shares outstanding — diluted	(87.1	)
Shares issued in arrangement	18.7
	(68.4	)

The unaudited pro forma condensed combined financial statements do not present a combined dividend per share amount.

The historical basic and diluted weighted average shares of World Color Press were assumed to be replaced by the shares expected to be issued by Quad/Graphics to effect the arrangement.

The unaudited pro forma condensed combined financial statements, and the related pro forma adjustments in this Note 7, do not reflect any operating synergies that the combined company may achieve as a result of the arrangement, or the costs necessary to achieve these operating synergies. Quad/Graphics has identified approximately $225 million of potential pre-tax annualized synergies in connection with the transaction, to be derived from capacity consolidation (primarily in the United States), purchasing and supply chain efficiencies, logistic and distribution savings and consolidation of corporate headquarters, among other areas. Full realization of these synergies is estimated to take up to 24 months to achieve. Although Quad/Graphics expects that synergies will result from the arrangement, there can be no assurance that these synergies will be achieved. To realize these expected synergies, the total acquisition-related charges to be incurred primarily during the first 24 months after consummation of the arrangement are estimated to be in the range of approximately $195 million to $240 million, which will be expensed as incurred. Management of World Color Press believes that the expected synergies to be realized as a result of the arrangement will be higher than the estimates of Quad/Graphics’ management noted above. See “The Arrangement—Estimated Potential Synergies Attributable to the Arrangement” beginning on page 87 for additional information.

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QUAD/GRAPHICS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operations of Quad/Graphics should be read together with the Quad/Graphics audited consolidated financial statements for each of the three years in the period ended December 31, 2009, including the notes thereto, beginning on page FS-1 in this proxy circular/prospectus. This discussion contains forward-looking statements that reflect Quad/Graphics’ plans, estimates and beliefs. Quad/Graphics’ actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 30 and 46, respectively.

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to the Quad/Graphics audited consolidated financial statements and accompanying footnotes to help provide an understanding of Quad/Graphics’ financial condition, the changes in Quad/Graphics’ financial condition and Quad/Graphics’ results of operations. This discussion and analysis is organized as follows:

· Business Overview. This section includes a general description of Quad/Graphics’ business and segments.

· Results of operations. This section contains an analysis of Quad/Graphics’ results of operations by comparing the results for the year ended December 31, 2009 to the results of the year ended December 31, 2008, and comparing the results for the year ended December 31, 2008 to the results of the year ended December 31, 2007. Forward-looking statements providing a general description of recent and projected industry and company developments that are important to understanding Quad/Graphics’ results of operations are included in this section. This section also provides a discussion of EBITDA, a non-GAAP financial measure Quad/Graphics uses to assess the performance of its business.

· Liquidity and capital resources. This section provides an analysis of Quad/Graphics’ capitalization, cash flows, a statement about off-balance sheet arrangements, and a discussion and table of outstanding debt and commitments as of December 31, 2009. Forward-looking statements important to understanding Quad/Graphics’ financial condition are also included in this section.

· Critical accounting policies and estimates. This section contains a discussion of the accounting policies that Quad/Graphics believes are important to Quad/Graphics’ financial condition and results of operations, and allowances and reserves that require significant judgment and estimates on the part of Quad/Graphics’ management. In addition, all of Quad/Graphics’ significant accounting policies, including critical accounting policies, are summarized in Note 1, Summary of Significant Accounting Policies , to the accompanying Quad/Graphics audited consolidated financial statements.

· New accounting pronouncements. This section provides a discussion of recent accounting pronouncements that Quad/Graphics believes are important to understanding Quad/Graphics’ current and forward-looking results of operations and financial condition.

Business Overview

Quad/Graphics is a leading global provider of print and related services. Operating primarily in the commercial print portion of the printing industry, Quad/Graphics produces and delivers products and services designed to provide customers complete solutions for communicating their messages to target audiences. Quad/Graphics’ print products primarily include catalogs, consumer magazines, special interest publications, direct marketing materials and retail inserts. Print-related services Quad/Graphics provides include digital photography, digital imaging, binding, mailing and distribution, and data optimization and analytics services. In addition, substantial investments are made in research and development and other technological innovations, and

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Quad/Graphics has developed multiple manufacturing process improvements, including innovative press and finishing control systems and material-handling equipment for use in its own print operations as well as for sale to other printers worldwide. Management of Quad/Graphics believes this ongoing innovation focus positions it on the leading edge of technology in the printing industry. Quad/Graphics manufactures ink, which is solely used in its own printing process.

Quad/Graphics’ operating and reporting segments are aligned with how Quad/Graphics’ chief operating decision maker currently manages the business. Quad/Graphics has three segments: U.S. Print and Related Services, International, and Corporate.

The U.S. Print and Related Services segment includes Quad/Graphics’ United States printing operations, managed as one integrated platform. This segment includes all of the product and related service offerings described above. The U.S. Print and Related Services segment accounted for approximately 87% of Quad/Graphics’ consolidated net sales in 2009.

The International segment includes Quad/Graphics’ non-United States printing operations in Europe and South America, which currently include the operations of Quad/Winkowski Sp. z o. o., located in Poland (sometimes referred to as Quad/Winkowski); Anselmo L. Morvillo S.A., located in Argentina (sometimes referred to as Morvillo); and Plural Editora e Gráfica, Ltda., located in Brazil (sometimes referred to as Plural). This segment produces and delivers all of Quad/Graphics’ product and service offerings in Europe and South America, with the exception of printing-related auxiliary equipment, which is included in the U.S. Print and Related Services segment. The International segment accounted for approximately 13% of Quad/Graphics’ consolidated net sales in 2009.

The Corporate segment consists of unallocated general and administrative activities and associated expenses including, in part, executive, legal, finance, information technology and human resources.

Results of Operations for the Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008

Summary Results

Quad/Graphics’ operating income, operating margin and earnings per share attributable to Quad/Graphics common shareholders - diluted for the year ended December 31, 2009 changed from the year ended December 31, 2008 as follows (dollars in millions, except per share data):

	Operating Income			Operating Margin		Earnings Per Share Attributable to Quad/Graphics Common Shareholders - Diluted

For the Year Ended December 31, 2008	$	174.3		7.7	%	$	3.67
2009 Restructuring and Impairment Charges (1)	(11.2		)	(0.6	)%	(0.38		)
2008 Restructuring and Impairment Charges (2)	10.8			0.5	%	0.37
2009 Transaction Expenses (3)	(2.8		)	(0.2	)%	(0.10		)
Reduction in Interest Expense (4)	N/A			N/A		0.36
Reduction in Operating Income (5)	(58.7		)	(1.1	)%	(2.11		)
For the Year Ended December 31, 2009	$	112.4		6.3	%	$	1.81

(1) 2009 Restructuring and impairment charges of $11.2 million included $10.1 million for headcount reductions and $1.1 million related to lease exit costs. The headcount reductions included 965 employees, all of which ceased employment during 2009.

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(2) 2008 Restructuring and impairment charges of $10.8 million included $8.9 million related to idling certain equipment, $1.6 million for headcount reductions and $0.3 million related to lease exit costs. The headcount reductions included 100 employees, all of which ceased employment during 2008.

(3) 2009 Transaction expenses included outside professional services fees incurred during 2009 in connection with negotiation and execution of the arrangement agreement and, in connection with consummation of the arrangement, becoming a publicly traded company. In addition to the $2.8 million of transaction expenses incurred during the year ended December 31, 2009, there will be substantial additional transaction-related expenses up to the consummation of the arrangement, and then after that Quad/Graphics will incur additional selling, general and administrative expenses related to operating as a public company, such as increased legal and accounting expenses, the cost of internal audit and investor relations functions and increased director and officer insurance premiums. All transaction costs are included in selling, general and administrative expenses on the consolidated statement of operations.

(4) As discussed further in Liquidity and Capital Resources below, Quad/Graphics paid down $147.9 million of debt and capital lease obligations during 2009, and as a result interest expense decreased $10.5 million from 2008 to 2009.

(5) Operating income decreased $58.7 million due to decreased net sales primarily as a result of the global economic recession, partially offset by productivity initiatives that reduced costs. The following discussion provides additional details.

Consolidated

The following table sets forth certain information from Quad/Graphics’ consolidated statements of operations on an absolute dollar basis and as a relative percentage of total net sales for each noted period, together with the relative percentage change in such information between the periods set forth below:

	Year Ended December 31,
	2009				2008
	(dollars in millions)
	Amount		% of Sales		Amount		% of Sales		$ Change			% Change

Net Sales:
Products	$	1,574.2	88.0	%	$	1,988.1	87.7	%	$	(413.9	)	(20.8	)%
Services	214.3		12.0	%	278.6		12.3	%	(64.3		)	(23.1	)%
Total Net Sales	1,788.5		100.0	%	2,266.7		100.0	%	(478.2		)	(21.1	)%
Cost of Sales:
Products	1,129.3		63.2	%	1,483.3		65.4	%	(354.0		)	(23.9	)%
Services	144.9		8.1	%	197.3		8.7	%	(52.4		)	(26.6	)%
Total Cost of Sales	1,274.2		71.3	%	1,680.6		74.1	%	(406.4		)	(24.2	)%
Selling, General & Administrative Expenses	194.0		10.8	%	196.7		8.7	%	(2.7		)	(1.4	)%
Restructuring and Impairment Charges	11.2		0.6	%	10.8		0.5	%	0.4			3.7	%
Depreciation and Amortization	196.7		11.0	%	204.3		9.0	%	(7.6		)	(3.7	)%
Total Operating Expenses	1,676.1		93.7	%	2,092.4		92.3	%	(416.3		)	(19.9	)%
Operating Income	$	112.4	6.3	%	$	174.3	7.7	%	$	(61.9	)	(35.5	)%

Net Sales

Product sales decreased for the year ended December 31, 2009 compared to the year ended December 31, 2008 primarily as a result of a decline in demand for commercial printing due to the global economic recession, as well as continued pricing pressures due, in part, to increased competition and industry overcapacity. As a result of reduced print volumes (which results in less paper consumption) and decreasing paper prices, sales of paper decreased at a higher proportion than overall product sales. Product sales are most reflective of Quad/Graphics’ business performance because a significant amount of total operating profit is generated from product sales. In addition, service sales generally correspond with product sales, such that when product sales decrease year-over-year, service sales generally will as well. In 2009, this relationship between product sales and service sales held true, as total weight shipped and imaging work completed decreased in 2009 compared to 2008. Beyond that relationship, service sales decreased in 2009 due to lower freight fuel prices during 2009.

Quad/Graphics anticipates the print industry will remain highly competitive throughout 2010, with challenges posed by the economy continuing. While Quad/Graphics is anticipating a slight total net sales decrease

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in 2010 based on both volume and pricing decreases, the net sales decrease in 2010 is expected to be smaller than the 2009 decrease. Quad/Graphics experienced the traditional print industry seasonality impact in 2009 and 2008, with higher sales in the third and fourth quarters of the year driven by increased advertising pages within magazines, and back-to-school and holiday related impacts on retail inserts and catalog promotions. Quad/Graphics expects this trend to continue in 2010. Quad/Graphics cannot predict the exact timing of an economic recovery, and the impact of the economy on Quad/Graphics’ results could distort the impact of seasonality as well as the overall 2010 sales outlook.

Cost of Sales

Cost of product sales decreased for the year ended December 31, 2009 compared with the year ended December 31, 2008 primarily as a result of (i) lower production levels leading to a decline in necessary materials and energy costs; (ii) cost of sales labor cost savings from the restructuring initiatives discussed below under Restructuring and Impairment and 2009 productivity initiatives, including a reduction of outside temporary labor usage, an increase in part-time employee usage and tightly controlled overtime; and (iii) decreased bonus and profit sharing contributions. Cost of product sales as a percentage of net sales decreased for the year ended December 31, 2009 from the year ended December 31, 2008 due to the items discussed above, including decreased paper sales, which primarily represent pass-through revenue and cost to the customer. Cost of service sales decreased for the year ended December 31, 2009 compared with the year ended December 31, 2008 primarily as a result of cost reductions from restructuring and labor productivity initiatives. Cost of service sales as a percentage of net sales decreased for the year ended December 31, 2009 from the year ended December 31, 2008 primarily due to reductions in personnel and reductions in fuel for logistics services, which similar to paper primarily represents a pass-through to customers. Therefore, when paper and fuel constitute a lower percentage of revenue, Quad/Graphics’ margins improve.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased for the year ended December 31, 2009 compared with the year ended December 31, 2008 primarily as a result of (i) a $12.2 million gain recorded in 2009 from a fire insurance claim on Quad/Graphics’ West Virginia location; (ii) lower variable incentive compensation levels, including a decrease in bonus and profit sharing contributions; and (iii) general and administrative compensation cost savings from the restructuring initiatives discussed below under Restructuring and Impairment , partially offset by (iv) a $12.9 million in increase in the provision for bad debts due to the depressed state of the economy and two significant customer bankruptcies and (v) strategic investments to increase the size of Quad/Graphics’ sales force. Selling, general and administrative expenses as a percentage of net sales increased for the year ended December 31, 2009 from the year ended December 31, 2008 primarily as a result of reduced sales.

Restructuring and Impairment

Restructuring and impairment charges of $11.2 million incurred in the year ended December 31, 2009 included $10.1 million for headcount reductions and $1.1 million related to lease exit costs. The 2009 headcount reductions included 965 employees, all of which ceased employment during 2009. Restructuring and impairment charges of $10.8 million incurred in 2008 included $8.9 million related to idling certain equipment, $1.6 million for headcount reductions and $0.3 million related to lease exit costs. In order to eliminate crews and machines that would have low utilization, Quad/Graphics chose to idle certain equipment in December 2008. The 2008 headcount reductions included 100 employees, of which all ceased employment during 2008. In 2010, Quad/Graphics will continue to manage the balance between investing and capturing growth opportunities with the need for cost reduction actions beyond those already implemented. Implementing any such cost reduction initiatives might result in future restructuring or impairment charges, which may be significant.

Depreciation and Amortization

Depreciation and amortization decreased for the year ended December 31, 2009 compared with the year ended December 31, 2008 primarily due to a smaller depreciable asset base as a result of certain presses becoming fully depreciated, the impact of impairments of certain equipment in late 2008 as discussed above under Restructuring and Impairment and decreased 2009 capital expenditures. All depreciation of fixed assets is included

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in the line item depreciation and amortization in the consolidated statements of operations. Amortization expenses, which are relatively low due to Quad/Graphics’ historical growth being achieved almost entirely by organic sales growth rather than acquisition, include the amortization of trademarks, patents, licenses, agreements, capitalized software and acquired technology.

EBITDA

EBITDA decreased for the year ended December 31, 2009 compared with the year ended December 31, 2008 primarily due to decreased sales. However, EBITDA as a percentage of net sales increased due to productivity initiatives which lowered labor costs as a percentage of sales. Productivity initiatives included investments in automation, restructuring initiatives, tight labor cost management and focus on lean manufacturing principles to improve product throughput and reduce machine crew size in 2009 compared with 2008. Quad/Graphics also instituted a wage freeze in 2009 to manage labor costs, and lowered discretionary bonus and profit sharing payments.

EBITDA for the year ended December 31, 2009 compared to the year ended December 31, 2008 was as follows:

	Year Ended December 31,
	2009				2008
	(dollars in millions)
	Amount		% of Sales		Amount		% of Sales		% Change

EBITDA	$	315.1	17.6	%	$	391.7	17.3	%	(19.6	)%

EBITDA represents net earnings attributable to Quad/Graphics common shareholders, plus (i) interest expense, (ii) income tax expense, and (iii) depreciation and amortization. EBITDA is presented to provide additional information regarding Quad/Graphics’ performance and because it is an important measure by which Quad/Graphics gauges the profitability and assesses the performance of its business. EBITDA is not a measure of financial performance in accordance with U.S. GAAP. It should not be considered an alternative to net earnings as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Quad/Graphics’ calculation of EBITDA may be different from the calculation used by other companies and therefore comparability may be limited. A reconciliation of EBITDA to net earnings follows:

	Year Ended December 31,
	2009		2008
	(dollars in millions)

Net Earnings Attributable to Quad/Graphics Common Shareholders(1)	$	52.8	$	109.1
Interest Expense	64.1		74.6
Income Tax Expense	1.5		3.7
Depreciation and Amortization	196.7		204.3
EBITDA	$	315.1	$	391.7

(1) Net earnings attributable to Quad/Graphics common shareholders include the effects of restructuring and impairment charges of $11.2 million and $10.8 million for the years ended December 31, 2009 and 2008, respectively. Net earnings attributable to Quad/Graphics common shareholders also include $2.8 million of acquisition-related transaction costs incurred during 2009.

U.S. Print and Related Services

The following table summarizes net sales, operating income, operating margin and certain items impacting comparability, within the U.S. Print and Related Services segment:

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	Year Ended December 31,
	2009			2008
	(dollars in millions)
	Amount			Amount			$ Change			% Change

Net Sales:
Products	$	1,351.2		$	1,698.8		$	(347.6	)	(20.5	)%
Services	203.0			264.6			(61.6		)	(23.3	)%
Operating Income	134.3			207.3			(73.0		)	(35.2	)%
Operating Margin	8.6		%	10.6		%	N/A			N/A
Restructuring and Impairment Charges	$	10.9		$	9.7		1.2			12.4	%

Net Sales

Product sales for the U.S. Print and Related Services segment decreased for the year ended December 31, 2009 compared with the year ended December 31, 2008 primarily as a result of a decline in demand for commercial printing due to the global economic recession, as well as continued pricing pressures due, in part, to increased competition and industry overcapacity. Product sales are most reflective of Quad/Graphics’ business performance because a significant amount of total operating profit is generated from product sales. In addition, service sales generally correspond with product sales, such that when product sales decrease year-over-year, service sales generally will as well. In 2009, this relationship between product sales and service sales held true, as total weight shipped, fuel surcharges and imaging work completed decreased in 2009 compared to 2008. Service sales in 2009 also decreased due to lower freight fuel prices.

Operating Income

Operating income for the U.S. Print and Related Services segment decreased for the year ended December 31, 2009 compared with the year ended December 31, 2008 primarily as a result of lower net sales, partially offset by reductions in labor expense. Operating margin decreased due to the decline in net sales.

Restructuring and Impairment

Restructuring and impairment charges for the U.S. Print and Related Services segment for the year ended December 31, 2009 were $10.9 million, which included $9.8 million of restructuring charges related to headcount reductions of 739 employees during 2009 and $1.1 million related to lease exit costs. Restructuring and impairment charges for the U.S. Print and Related Services segment for the year ended December 31, 2008 were $9.7 million, which included $7.8 million related to idling certain equipment, $1.6 million of restructuring charges related to headcount reductions of 100 employees during 2008, and $0.3 million related to lease exit costs. In order to eliminate certain crews and machines that would have low utilization, Quad/Graphics chose to idle certain equipment in December 2008.

International

The following table summarizes net sales, operating loss, operating margin, certain items impacting comparability and equity in earnings of unconsolidated entities, within the International segment:

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	Year Ended December 31,
	2009			2008
	(dollars in millions)
	Amount			Amount			$ Change			% Change

Net Sales:
Products	$	223.0		$	289.3		$	(66.3	)	(22.9	)%
Services	11.3			14.0			(2.7		)	(19.3	)%
Operating Loss	(10.7		)	(24.6		)	13.9			56.5	%
Operating Margin	(4.6		)%	(8.1		)%	N/A			N/A
Restructuring and Impairment Charges	$	0.3		$	1.1		(0.8		)	(72.7	)%
Equity in Earnings of Unconsolidated Entities	6.3			4.5			1.8			40.0	%

Net Sales

Product sales for the International segment decreased during 2009 due to a decline in demand for commercial printing due to the global economic recession, continued pricing pressures due, in part, to increased competition and industry overcapacity, and the impacts of the strengthening United States dollar, as compared to the functional currencies of the segment. Service sales trended directionally with related product sales.

Operating Loss

Operating loss for the International segment improved during the year ended December 31, 2009 compared with the year ended December 31, 2008, despite a decrease in revenue, primarily due to reduced materials usage, labor costs and outsourced services during 2009, including the impact of restructuring initiatives discussed below under Restructuring and Impairment . Quad/Graphics’ European business benefited from a stronger United States dollar, which reduced translated operating losses. Additionally, cost of products in Europe improved through negotiating lower prices on raw materials. As compared to the U.S. Print and Related Services segment, a much higher percentage of the overall product sales mix is paper as the majority of the International segment customers purchase their paper from Quad/Graphics. As a result, overall revenue fluctuations do not have the same level of margin impact in the International segment.

Restructuring and Impairment

Restructuring and impairment charges for the International segment for the year ended December 31, 2009 were $0.3 million, all of which related to headcount reductions of 226 employees during 2009. Restructuring and impairment charges for the International segment for the year ended December 31, 2008 were $1.1 million, all of which related to idling certain equipment.

Equity in Earnings of Unconsolidated Entities

As discussed in Note 1, Summary of Significant Accounting Policies , to Quad/Graphics’ consolidated financial statements, investments in entities where Quad/Graphics has both the ability to exert significant influence but not control and an ownership interest of 50% or less but more than 20% are accounted for using the equity method of accounting. Quad/Graphics has a 49% ownership in Plural, and as such Quad/Graphics accounts for its ownership interest in Plural using the equity method. Despite the global economy, equity in earnings of unconsolidated entities increased in 2009 compared to 2008 due to growth in sales at Plural. Plural gained significant new printing contracts and also tightly managed labor costs in 2009, resulting in higher equity earnings.

Corporate

The following table summarizes unallocated operating expenses presented as Corporate:

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	Year Ended December 31,
	2009		2008
	(dollars in millions)

Operating Expenses	$	11.2	$	8.4

Corporate operating expenses comprise a small portion of the overall expenses of Quad/Graphics. Corporate operating expenses increased for the year ended December 31, 2009 compared with the year ended December 31, 2008 primarily as a result of the $2.8 million of transaction costs related to the arrangement agreement with World Color Press announced in January 2010. See “The Arrangement Agreement” beginning on page 96.

Results of Operations for the Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007

Summary Results

Quad/Graphics’ operating income, operating margin and earnings per share attributable to Quad/Graphics common shareholders - diluted for the year ended December 31, 2008 changed from the year ended December 31, 2007 as follows (dollars in millions, except per share data):

	Operating Income			Operating Margin		Earnings Per Share Attributable to Quad/Graphics Common Shareholders — Diluted

For the Year Ended December 31, 2007	$	246.7		12.0	%	$	5.83
2008 Restructuring and Impairment Charges (1)	(10.8		)	(0.5	)%	(0.36		)
2007 Restructuring and Impairment Charges (2)	4.2			0.2	%	0.14
Quad/Winkowski Consolidation (3)	(25.9		)	(1.1	)%	(0.87		)
Increase in Interest Expense (4)	N/A			N/A		(0.20		)
Reduction in Operating Income (5)	(39.9		)	(2.9	)%	(0.87		)
For the Year Ended December 31, 2008	$	174.3		7.7	%	$	3.67

(1) 2008 Restructuring and impairment charges of $10.8 million included $8.9 million related to idling certain equipment, $1.6 million for headcount reductions and $0.3 million related to lease exit costs. The headcount reductions included 100 employees, all of which ceased employment during 2008.

(2) 2007 Restructuring and impairment charges of $4.2 million included $1.7 million for headcount reductions, $1.4 million of other restructuring charges and $1.1 million related to idling certain equipment. The headcount reductions included 56 employees, of which all ceased employment during 2007.

(3) On December 7, 2007, Quad/Graphics purchased an additional 26% interest in Quad/Winkowski, increasing Quad/Graphics’ ownership in the entity from 42% to 68%, as described in Note 3, Acquisitions , to Quad/Graphics’ consolidated financial statements. Due to the increase in ownership to over 50%, on December 7, 2007 Quad/Graphics began consolidating the results of operations of Quad/Winkowski. Prior to December 7, 2007, Quad/Winkowski was accounted for using the equity method of accounting.

(4) Interest expense increased by $5.8 million from 2007 to 2008, primarily due to incremental interest expense as a result of consolidating Quad/Winkowski beginning December 7, 2007.

(5) Operating income decreased $39.9 million due to decreased net sales in the U.S. Print and Related Services segment and the 2008 full-year consolidation of Quad/Winkowski (which incurred a net loss in 2008). The following discussion provides additional details.

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Consolidated

The following table sets forth certain information from Quad/Graphics’ consolidated statements of operations on an absolute dollar basis and as a relative percentage of net sales for each noted period, together with the relative percentage change in such information between the periods set forth below:

	Year Ended December 31,
	2008				2007
	(dollars in millions)
	Amount		% of Sales		Amount		% of Sales		$ Change			% Change

Net Sales:
Products	$	1,988.1	87.7	%	$	1,784.9	87.1	%	$	203.2		11.4	%
Services	278.6		12.3	%	263.9		12.9	%	14.7			5.6	%
Total Net Sales	2,266.7		100.0	%	2,048.8		100.0	%	217.9			10.6	%
Cost of Sales:
Products	1,483.3		65.4	%	1,240.5		60.5	%	242.8			19.6	%
Services	197.3		8.7	%	179.2		8.8	%	18.1			10.1	%
Total Cost of Sales	1,680.6		74.1	%	1,419.7		69.3	%	260.9			18.4	%
Selling, General & Administrative Expenses	196.7		8.7	%	193.3		9.5	%	3.4			1.8	%
Restructuring and Impairment Charges	10.8		0.5	%	4.2		0.2	%	6.6			157.1	%
Depreciation and Amortization	204.3		9.0	%	184.9		9.0	%	19.4			10.5	%
Total Operating Expenses	2,092.4		92.3	%	1,802.1		88.0	%	290.3			16.1	%
Operating Income	$	174.3	7.7	%	$	246.7	12.0	%	$	(72.4	)	(29.3	)%

Net Sales

Product sales increased for the year ended December 31, 2008 compared with the year ended December 31, 2007 primarily as a result of the December 7, 2007 increase in the ownership interest of Quad/Winkowski from 42% to 68%. As a result of the increase in ownership to over 50%, on December 7, 2007 Quad/Graphics began consolidating the results of operations of Quad/Winkowski, whereas prior to that date the entity was accounted for using the equity method of accounting. Excluding the $234.7 million of additional year-over-year product revenues in the International segment, U.S. Print and Related Services segment product sales decreased $31.5 million, or 1.8%, in 2008 due to the global economic recession and its resulting impacts on the printing industry. Service sales are a much lower percentage of the sales mix for the International segment than the U.S. Print and Related Services segment, and thus the consolidation of Quad/Winkowski did not have the same percentage impact on 2008 service sales as it did on product sales.

Cost of Sales

Cost of product sales increased for the year ended December 31, 2008 compared with the year ended December 31, 2007 primarily as a result of the Quad/Winkowski consolidation. Cost of product sales as a percentage of net sales increased for the year ended December 31, 2008 compared with the year ended December 31, 2007 primarily as a result of paper sales being a higher portion of the total sales mix in 2008 with the consolidation of Quad/Winkowski. The International Segment in general has a high percentage of customers that purchase paper directly from Quad/Graphics, which primarily represent pass-through revenue and cost to the customer. Paper was also a higher percentage of the cost of sales mix in 2008 due to increases in paper pricing in 2008 compared to 2007 (paper pricing started to increase in the fourth quarter of 2007 and then continued to increase throughout 2008). The cost of product sales as a percentage of net sales increase in 2008 resulted in the labor management and restructuring activities during the second half of 2008 and first half of 2009. Cost of service sales increased for the year ended December 31, 2008 compared with the year ended December 31, 2007 primarily as a result of the Quad/Winkowski consolidation. Cost of service sales as a percentage of net sales was consistent between years.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses increased for the year ended December 31, 2008 compared with the year ended December 31, 2007 primarily as a result of the Quad/Winkowski consolidation, partially offset by compensation cost savings from the restructuring initiatives discussed below under Restructuring and Impairment . Selling, general and administrative expenses as a percentage of net sales decreased for the year ended December 31, 2008 from the year ended December 31, 2007 primarily as a result of increased sales.

Restructuring and Impairment

Restructuring and impairment charges of $10.8 million incurred in 2008 included $8.9 million related to idling certain equipment, $1.6 million for headcount reductions and $0.3 million related to lease exit costs. In order to eliminate certain crews and machines that would have low utilization, Quad/Graphics chose to idle certain equipment. The 2008 headcount reductions included 100 employees, of which all ceased employment during 2008. Restructuring and impairment charges of $4.2 million incurred in 2007 included $1.7 million for headcount reductions, $1.4 million for other restructuring charges and $1.1 million related to idling certain equipment. The 2007 headcount reductions included 56 employees, of which all ceased employment during 2007.

Depreciation and Amortization

Depreciation and amortization increased for the year ended December 31, 2008 compared with the year ended December 31, 2007 primarily as a result of the Quad/Winkowski consolidation and the impact on depreciation expense of the $99.2 million increase in capital expenditures in 2008. The 2008 capital expenditures increased to (i) improve the productivity of the equipment at Quad/Winkowski; (ii) expand U.S. direct mail capabilities; (iii) add finishing capacity; and (iv) additional automation.

EBITDA

EBITDA and EBITDA as a percentage of net sales decreased in 2008 compared with 2007 primarily as a result of decreased sales in the United States (which represent a majority of Quad/Graphics’ revenues) and due to the 2008 full-year consolidation of Quad/Winkowski (which incurred a net loss in 2008). Following Quad/Graphics’ acquisition of majority ownership of Quad/Winkowski in December 2007, significant capital expenditures and labor expenditures were made during 2008 to improve operations.

EBITDA for the year ended December 31, 2008 compared to the year ended December 31, 2007 was as follows:

	Year Ended December 31,
	2008				2007
	(dollars in millions)
	Amount		% of Sales		Amount		% of Sales		% Change

EBITDA	$	391.7	17.3	%	$	434.1	21.2	%	(9.8	)%

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	Year Ended December 31,
	2008		2007
	(dollars in millions)

Net Earnings Attributable to Quad/Graphics Common Shareholders(1)	$	109.1	$	178.4
Interest Expense	74.6		68.8
Income Tax Expense	3.7		2.0
Depreciation and Amortization	204.3		184.9
EBITDA	$	391.7	$	434.1

(1) Net earnings attributable to Quad/Graphics common shareholders include the effects of restructuring and impairment charges of $10.8 million and $4.2 million for the years ended December 31, 2008 and 2007, respectively.

U.S. Print and Related Services

The following table summarizes net sales, operating income, operating margin and certain items impacting comparability, within the U.S. Print and Related Services segment:

	Year Ended December 31,
	2008			2007
	(dollars in millions)
	Amount			Amount			$ Change			% Change

Net Sales:
Products	$	1,698.8		$	1,730.3		$	(31.5	)	(1.8	)%
Services	264.6			262.5			2.1			0.8	%
Operating Income	207.3			256.1			(48.8		)	(19.1	)%
Operating Margin	10.6		%	12.9		%	N/A			N/A
Restructuring and Impairment Charges	$	9.7		$	4.2		5.5			131.0	%

Net Sales

Product sales for the U.S. Print and Related Services segment decreased for the year ended December 31, 2008 compared with the year ended December 31, 2007 primarily as a result of a decline in demand for commercial printing due to the global economic recession, as well as pricing pressures due, in part, to increased competition and industry overcapacity. Despite decreased product sales, service sales increased for the year ended December 31, 2008 compared with the year ended December 31, 2007 primarily due to increased average fuel rates for Quad/Graphics’ logistics sales in 2008.

Operating Income

Operating income for the U.S. Print and Related Services segment decreased for the year ended December 31, 2008 compared with the year ended December 31, 2007 primarily as a result of decreased overall net sales. The overall decrease in net sales, combined with higher paper and fuel sales as a percentage of total net sales due to higher commodity price levels (which primarily represent pass-through revenue and cost to the customer), resulted in the decline in operating margin. Therefore, when paper and fuel constitute a higher percentage of revenue, Quad/Graphics’ margins decline.

Restructuring and Impairment

Restructuring and impairment charges for the U.S. Print and Related Services segment for the year ended December 31, 2008 were $9.7 million, which included $7.8 million related to idling certain equipment, $1.6 million of restructuring charges related to headcount reductions of 100 employees during 2008 and $0.3 million related to lease exit costs. Restructuring and impairment charges for the U.S. Print and Related Services segment for the year ended December 31, 2007 were $4.2 million, which included $1.7 million of restructuring charges related to

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headcount reductions of 56 employees during 2007, other restructuring charges of $1.4 million and $1.1 million related to idling certain equipment.

International

The following table summarizes net sales, operating loss, operating margin, certain items impacting comparability and equity in earnings of unconsolidated entities, within the International segment:

	Year Ended December 31,
	2008			2007
	(dollars in millions)
	Amount			Amount			$ Change			% Change

Net Sales:
Products	$	289.3		$	54.6		$	234.7		429.9	%
Services	14.0			1.4			12.6			900.0	%
Operating Loss	(24.6		)	(0.4		)	(24.2		)	6,050	%
Operating Margin	(8.1		)%	(0.7		)%	N/A			N/A
Restructuring and Impairment Charges	$	1.1		$	—		1.1			N/A
Equity in Earnings of Unconsolidated Entities	4.5			0.5			4.0			800.0	%

Net Sales

Product and service sales for the International segment increased for the year ended December 31, 2008 compared with the year ended December 31, 2007 primarily as a result of the December 2007 increase in the ownership interest of Quad/Winkowski from 42% to 68%. Quad/Winkowski’s revenue increased $239.5 million, from $21.4 in 2007 to $260.9 million in 2008.

Operating (Loss) Income

Quad/Graphics recognized an operating loss in the International segment in 2008 as a result of the consolidation of Quad/Winkowski. Prior to 2008 the International segment recognized operating income as Quad/Graphics’ share of Quad/Winkowski’s losses were included in equity in earnings of unconsolidated entities. The impacts of the depressed global economy also contributed to the 2008 operating loss position.

Restructuring and Impairment

Restructuring and impairment charges for the International segment for the year ended December 31, 2008 were $1.1 million, all of which related to idling certain equipment. There were no restructuring or impairment charges recorded for the year ended December 31, 2007 for the International segment.

Equity in Earnings of Unconsolidated Entities

The increase in equity in earnings of unconsolidated entities for the year ended December 31, 2008 compared with the year ended December 31, 2007 was primarily due to the consolidation of Quad/Winkowski in 2008 (which meant it was no longer reported in equity in earnings of unconsolidated entities in 2008). During 2007, Quad/Graphics’ share of Quad/Winkowski’s losses were $6.3 million. Quad/Graphics’ share of Plural’s profits declined $2.2 million in 2008 primarily due to increased labor expenses and higher interest expense due to its investments in automation equipment.

Corporate

The following table summarizes unallocated operating expenses presented as Corporate:

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	Year Ended December 31,
	2008		2007
	(dollars in millions)

Operating Expenses	$	8.4	$	9.0

Corporate operating expenses decreased for the year ended December 31, 2008 compared with the year ended December 31, 2007 primarily as a result of decreased bonus and profit sharing contributions.

Liquidity and Capital Resources

Quad/Graphics utilizes cash flows from operations and borrowings under its credit facilities to satisfy its liquidity and capital requirements. Quad/Graphics believes that its cash balances ($8.9 million at December 31, 2009), expected cash flows from operations and unused available capacity under its revolving credit facilities ($225.5 million at December 31, 2009) provide adequate resources to fund ongoing operating requirements, as well as future capital expenditures, debt service requirements and dividends to shareholders. On January 25, 2010, Quad/Graphics entered into a $1.2 billion debt financing commitment letter concurrently with the execution of the arrangement agreement, as discussed in Changes to Capital Structure Related to the Arrangement .

Cash Flows Provided by Operating Activities

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Net cash provided by operating activities was $242.4 million for the year ended December 31, 2009, compared to $308.0 million for the year ended December 31, 2008, resulting in a $65.6 million decrease. The decrease was primarily the result of $47.4 million lower net earnings in 2009 compared to 2008, as well as the operating cash flow impacts of a $12.2 million casualty insurance claim, $8.9 million of 2008 impairment charges and $7.6 million of decreased depreciation and amortization in 2009.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Net cash provided by operating activities was $308.0 million for the year ended December 31, 2008, compared to $362.4 million for the year ended December 31, 2007, resulting in a $54.4 million decrease. The decrease was primarily the result of $75.9 million lower net earnings in 2008 compared to 2007, partially offset by the cash flow impact of $19.4 million of increased depreciation and amortization in 2008.

Cash Flows Used in Investing Activities

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Net cash used in investing activities was $68.2 million for the year ended December 31, 2009, compared to $228.7 million for the year ended December 31, 2008, resulting in a decrease of $160.5 million. The decrease was the result of a $146.6 million decrease in 2009 purchases of property, plant and equipment and the 2009 receipt of $19.2 million of proceeds from a fire insurance claim on Quad/Graphics’ West Virginia location. Quad/Graphics made significant capital investments over the past several years to improve the productivity of Quad/Graphics’ manufacturing platform and integrate and automate manufacturing processes. As a result of these prior investments, Quad/Graphics was able to reduce capital expenditures and pay down indebtedness in 2009.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Net cash used in investing activities was $228.7 million for the year ended December 31, 2008, compared to $142.8 million for the year ended December 31, 2007, resulting in an increase of $85.9 million. The increase was primarily the result of approximately $234.4 million in capital expenditures related to investments in new plants and

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equipment in 2008, compared to $135.2 million in capital expenditures in 2007. The $234.4 million in capital expenditures in 2008 was partially offset by the receipt of approximately $12.6 million in proceeds from the 2008 sales of certain equipment.

Cash Flows Used in Financing Activities

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Net cash used in financing activities was $184.6 million for the year ended December 31, 2009, compared to $92.7 million for the year ended December 31, 2008, resulting in an increase of $91.9 million. The increase was primarily the result of a targeted strategy to reduce debt levels during 2009, as Quad/Graphics utilized cash flows from operations to pay down $147.9 million of outstanding indebtedness during 2009, as compared to increasing indebtedness $38.5 million in 2008 (including an $80.2 million debt issuance in the International segment). Net equity-related cash payments of dividends and purchases of treasury stock decreased $94.5 million in 2009 as less tax distributions were made to the S corporation shareholders due to the lower 2009 net earnings and the 2009 debt reduction strategy.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Net cash used in financing activities was $92.7 million for the year ended December 31, 2008, compared to $192.8 million for the year ended December 31, 2007, resulting in a decrease of $100.1 million. Indebtedness increased in 2008 by $38.5 million, driven by an $80.2 million debt issuance in the International segment, as compared to 2007 decreases in indebtedness of $60.7 million.

Pro forma impact of C corporation status on Cash Flows

From its inception through December 31, 2004, Quad/Graphics was a C corporation for Federal and state income tax purposes. Since January 1, 2005, Quad/Graphics has been treated as an S corporation for Federal and state income tax purposes (although certain Quad/Graphics’ subsidiaries were treated as C corporations during the period). As a result, Quad/Graphics’ income has generally been taxed directly to the Quad/Graphics shareholders rather than to Quad/Graphics. Simultaneously with the consummation of the arrangement, the S corporation election for Quad/Graphics will be terminated and Quad/Graphics will be subject to corporate income taxation as a C corporation. Had Quad/Graphics been taxed as a C corporation during 2009, 2008 and 2007, assuming a combined Federal and state effective tax rate of 35%, increased income tax expense would have caused cash flows from operating activities to decrease by approximately $15.4 million, $31.2 million and $60.3 million, for the years ended December 31, 2009, 2008 and 2007, respectively. However, cash flows from financing activities would have increased $10.6 million, $66.7 million and $79.8 million during the same years as no tax related distributions would have been made to the Quad/Graphics S corporation shareholders. Removing the impact of the timing of payments, Quad/Graphics expects tax related cash payments to decrease as a C corporation, as the anticipated C corporation effective tax rate is lower than the highest individual income tax rate.

Description of Debt Obligations

Currently Quad/Graphics utilizes a combination of senior notes, revolving credit facilities and a euro denominated facilities agreement as vehicles to fund working capital requirements, capital expenditures, debt service requirements and dividends to shareholders. As part of the negotiation and execution of the arrangement agreement with World Color Press, in January 2010 Quad/Graphics obtained a financing commitment for $1.2 billion to refinance Quad/Graphics’ existing revolving credit facilities, refinance World Color Press’s existing debt obligations, and fund transaction related cash payments and expenses, as further discussed below in the Changes to Capital Structure Related to the Arrangement .

Master Note and Security Agreement

On September 1, 1995, and as last amended on January 26, 2006, Quad/Graphics entered into the Master Note and Security Agreement pursuant to which Quad/Graphics has issued over time senior notes in an aggregate principal amount of $1.13 billion in various tranches. These senior notes have a weighted-average interest rate of

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7.51% as of December 31, 2009, which is fixed to maturity, and interest is payable semiannually. Principal payments commenced September 1997 and extend through April 2036. The notes are collateralized by certain United States land, buildings and press and finishing equipment under the terms of the Master Note and Security Agreement. At December 31, 2009, the borrowings outstanding were $725.9 million. The Master Note and Security Agreement will remain outstanding after the consummation of the arrangement.

Revolving Credit Facilities

Quad/Graphics had two revolving credit facilities as of December 31, 2009 (sometimes referred to as the Revolving Credit Facilities). On November 1, 2001, and as subsequently amended, Quad/Graphics entered into a $200.0 million revolving credit facility with a maturity date of December 2010. On October 31, 2008, and as subsequently amended, Quad/Graphics entered into a $50.0 million revolving credit facility with a maturity date of October 2010. Both Revolving Credit Facilities are unsecured and bear interest at various interest rate options, including prime, Federal Funds, London Interbank Offered Rate (LIBOR) and bankers acceptances (including a competitive bid option). At December 31, 2009, there was an aggregate of $26.5 million of borrowings outstanding under these Revolving Credit Facilities, leaving $223.5 million available for future borrowings. Both Revolving Credit Facilities are expected to be replaced as part of the $1.2 billion arrangement financing discussed below.

Facilities Agreement

On December 16, 2008, Quad/Graphics refinanced the debt of Quad/Winkowski by entering into the Facilities Agreement. The Facilities Agreement includes a euro denominated term loan of approximately $82.2 million that expires on December 16, 2015 (which was used to refinance Quad/Winkowski’s then existing indebtedness) and a multicurrency revolving credit facility for approximately $17.5 million that expires on December 16, 2010, which is used for Quad/Winkowski’s working capital and general business needs. At December 31, 2009, the borrowings outstanding on the euro denominated term loan were $81.9 million. At December 31, 2009, the borrowings outstanding on the multicurrency revolving credit facility were $15.5 million, leaving $2.0 million available for future borrowing. The terms of the Facilities Agreement include a guarantee by Quad/Graphics and a security agreement that includes collateralizing substantially all of the Quad/Winkowski assets. The facilities bear interest at the aggregate of the Euro Interbank Offered Rate (EURIBOR) or the Warsaw Interbank Offered Rate (WIBOR) and margin.

Covenants and Compliance

Quad/Graphics’ various lending arrangements include certain financial covenants (all financial terms, numbers and ratios in this Covenants and Compliance section are as defined in the respective debt agreements). Among these covenants, Quad/Graphics must maintain the following:

· An interest coverage ratio on a rolling twelve month basis of not less than 2.25 to 1.00 (for the year ended December 31, 2009, Quad/Graphics’ interest coverage ratio was 4.28 to 1.00); and

· A fixed charge coverage ratio of not less than 1.65 to 1.00 for the Revolving Credit Facilities and 1.50 to 1.00 for the Master Note and Security Agreement (for the year ended December 31, 2009, Quad/Graphics’ fixed charge coverage ratio was 2.47 to 1.00).

As of and for the year ended December 31, 2009, Quad/Graphics was in compliance with all of these, and all other, covenants. There are no restrictions on Quad/Graphics’ ability to declare or pay cash dividends or

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purchase or redeem any Quad/Graphics outstanding stock. While Quad/Graphics currently expects to be in compliance in future periods, there can be no assurance that financial covenants will continue to be met.

Quad/Graphics’ failure to maintain compliance with these financial covenants could prevent Quad/Graphics from borrowing additional amounts and could result in a default under any of the debt agreements. Such default could cause the indebtedness outstanding under the Master Note and Security Agreement and other credit facilities, by virtue of cross-acceleration or cross-default provisions, to become immediately due and payable.

Changes to Capital Structure Related to the Arrangement

On January 25, 2010, Quad/Graphics entered into a $1.2 billion debt financing commitment letter. The senior secured credit facilities contemplated by the financing commitment letter include an $800.0 million term loan and a $400.0 million revolving credit facility. The proceeds of the credit facilities will be used on the closing date of the arrangement to fund (1) replacement of Quad/Graphics’ current revolving credit facilities (to be used for ongoing liquidity needs), which had outstanding borrowings of $26.5 million at December 31, 2009; (2) satisfaction of World Color Press’ bankruptcy exit financing of $493.0 million at December 31, 2009; (3) transaction costs estimated to be $61.0 million (excluding debt issuance costs); (4) debt issuance costs estimated to be $49.0 million; (5) the Equity Payment Amounts (as defined on page 2) and the aggregate Common Cash Consideration (as defined on page 3), which in total are estimated to be $93.3 million; (6) the Quad/Graphics cash distribution of $140.0 million; and (7) integration costs and other obligations arising from the arrangement.

The $1.2 billion of financing will be guaranteed by all material subsidiaries of Quad/Graphics and will be secured by substantially all Quad/Graphics’ U.S. and Canadian unencumbered assets. The $800 million term loan will mature on the sixth anniversary of the arrangement closing date, will require quarterly principal payments, and will bear interest at a variable interest rate based on LIBOR. The $400 million revolving credit facility will be for four years, and will bear interest at a variable interest rate based on LIBOR. Defined portions of the revolving credit facility may be used for letters of credit or swing line loans. The revolving credit facility is expected to be able to be increased to $500.0 million at Quad/Graphics’ option, based on certain conditions.

These senior secured credit facilities will be subject to quarterly financial covenants, with all of the following terms as defined in the documents to be executed. Among those covenants, Quad/Graphics will be required to maintain the following:

· Consolidated net worth of at least $745.8 million plus 40% of consolidated net income cumulatively.

Prior to the consummation of the arrangement, Quad/Graphics is required to record some of the class A stock, vested options on class A stock and all of the class C stock at redemption value at each balance sheet date since the redemption of these securities is not solely within the control of Quad/Graphics (as further described in Note 19, Shareholders’ Equity , to Quad/Graphics’ consolidated financial statements). At December 31, 2009, this redemption value was $141.5 million and is classified as redeemable equity in the Quad/Graphics consolidated balance sheet. Subsequent to the consummation of the arrangement, Quad/Graphics will no longer be obligated to

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redeem the class A stock as there will be a readily available public market for those shares. Consequently, the value of these class A shares will be reclassified to common stock and other equity in the consolidated balance sheet at that time.

Off-Balance Sheet Arrangements

Except as set forth below in Contractual Obligations and Other Commitments and in Note 15, Lease Obligations , to Quad/Graphics’ consolidated financial statements, Quad/Graphics has no off-balance sheet arrangements, financings or special purpose entities that are expected to have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of sales or expenses.

Contractual Obligations and Other Commitments

Quad/Graphics’ contractual obligations at December 31, 2009 were as follows:

	Total Debt Obligations(1)		Capital Lease Obligations		Operating Lease Obligations		Purchase Obligations(2)		Other Long- Term Liabilities(3)		Total(4)(5)
	(dollars in millions)

2010	$	155.9	$	9.1	$	8.7	$	10.0	$	2.9	$	186.6
2011	111.2		4.8		6.4				2.6		125.0
2012	113.1		12.8		5.6				2.7		134.2
2013	113.4				5.2				2.7		121.3
2014	109.6				3.5				2.4		115.5
Thereafter	662.9				6.0				9.3		678.2
Total	$	1,266.1	$	26.7	$	35.4	$	10.0	$	22.6	$	1,360.8

(1) Total debt obligations include $42.0 million of revolving credit facilities due in 2010, current and long-term portions of debt instruments and interest expense over the remaining term of all debt instruments. With respect to the variable interest rate portion of the debt, the interest amounts were calculated by applying the current weighted-average interest rate to determine the value of future interest payments. For the Master Note and Security Agreement, the weighted-average interest rate of the notes was applied to the average principal balance outstanding for each time period. Amounts included in “Thereafter” include principal payments and estimated interest expense through 2036.

(2) Consist primarily of approximately $8.3 million in firm commitments to purchase press and finishing equipment and other operational purchase requirements.

(3) Consist primarily of deferred compensation arrangements.

(4) The contractual obligation table above does not include reserves for uncertain tax positions recorded in accordance with the accounting guidance on uncertainties in income taxes. Quad/Graphics has taken tax positions for which the ultimate amount and the year(s) any necessary payments will be made that pertain to those tax positions is uncertain. The reserve as of December 31, 2009 for uncertain tax positions is $7.8 million.

(5) The contractual obligation table above does not include the redeemable equity discussed in Liquidity and Capital Resources above of $141.5 million at December 31, 2009, as no payments are anticipated to be made by Quad/Graphics.

Critical Accounting Policies and Estimates

Quad/Graphics’ consolidated financial statements are prepared in accordance with U.S. GAAP and include amounts based on management’s judgments and estimates. Quad/Graphics bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Quad/Graphics believes that such judgments and estimates are made with consistent and appropriate methods, and that any reasonable deviation from those judgments and estimates would not have a material impact on the Quad/Graphics consolidated financial position or results of operations. To the extent that the estimates used differ from actual results, adjustments to the consolidated statement of operations and corresponding consolidated balance sheet accounts would be necessary. These adjustments would be made in future statements.

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Revenue recognition: Quad/Graphics recognizes its printing revenues upon transfer of title and the passage of risk of loss, which is generally upon shipment to the customer. Under agreements with certain customers, products may be stored by Quad/Graphics for future delivery. In these situations, Quad/Graphics may receive warehouse management fees for the services it provides. In certain of these cases, delivery and billing schedules are outlined in the customer agreement and product revenue is recognized when manufacturing is complete, title and risk of loss transfer to the customer, and there is a reasonable assurance as to collectability. Product returns are not significant because the majority of products are customized; however, Quad/Graphics accrues for the estimated amount of customer credits at the time of sale based on historical experience and known trends.

Revenue from services is recognized as services are performed. Revenues related to Quad/Graphics’ imaging operations, which include digital content management, photography, color services and page production, are recognized in accordance with the terms of the contract, typically upon completion of the performed service and acceptance by the customer. With respect to Quad/Graphics’ logistics operations, which includes the delivery of printed material, Quad/Graphics recognizes revenue upon completion of the delivery of services.

Quad/Graphics also manufactures printing-related auxiliary equipment to ensure industry leading technology for its own printing operations as well as to sell to other businesses. Revenue is recognized for the equipment sales at time of shipment. Services revenues related to the installation of equipment at customer sites are recognized upon completion of the installation. Payments can be received from customers during the manufacture of equipment and prior to shipment, or in the case of the installation services prior to completion of the installation. In all cases when payments are received in advance of meeting the applicable revenue recognition criteria, deferred revenue is recorded until the revenue recognition criteria are subsequently met.

Certain revenues earned by Quad/Graphics require judgment to determine if revenue should be recorded gross as a principal or net of related costs as an agent. Billings for third-party shipping and handling costs, primarily in Quad/Graphics’ logistics operations, and out-of-pocket expenses are recorded gross. Many of Quad/Graphics’ operations process materials, primarily paper, that may be supplied directly by customers or may be purchased by Quad/Graphics and sold to customers. No revenue is recognized for customer-supplied paper. Revenues for paper supplied by Quad/Graphics are recognized on a gross basis.

Allowance for doubtful accounts: Receivables are stated net of allowances for doubtful accounts. Quad/Graphics reviews the allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for products and services. Specific customer provisions are made when a review of significant outstanding amounts, utilizing information about customer creditworthiness and current economic trends, indicates that collection is doubtful. In addition, provisions are made at differing rates based upon the age of receivables and Quad/Graphics’ historical collection experience. Quad/Graphics’ estimates of the recoverability of amounts due could change, and adjustments to the allowance could be necessary in the future if a significant customer’s creditworthiness deteriorates or improves, or if actual defaults are higher or lower than Quad/Graphics’ historical experience.

Impairment of long-lived assets: Quad/Graphics performs impairment evaluations of its long-lived assets, including property, plant and equipment, whenever business conditions, events or circumstances indicate that those assets may be impaired, including whether the estimated useful life of such long-lived assets may warrant revision or whether the remaining balance of an asset may not be recoverable. When the estimated future undiscounted cash flows to be generated by the assets are less than the carrying value of the long-lived assets, the assets are written down to fair market value and a charge is recorded to current operations. Based on the assessments completed in 2009, there were no indications of impairment in Quad/Graphics’ property, plant and equipment.

Significant and unanticipated changes in circumstances, such as significant adverse changes in business climate, adverse actions by regulators, unanticipated competition, loss of key customers and/or changes in technology or markets, could require a provision for impairment in a future period.

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New Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (sometimes referred to as FASB) issued accounting guidance which introduces a requirement to perform ongoing assessments to determine whether an entity is a variable interest entity and whether an enterprise is the primary beneficiary of a variable interest entity. In addition, this accounting guidance clarifies that the enterprise that is required to consolidate a variable interest entity will have a controlling financial interest evidenced by (1) the power to direct the activities that most significantly affect the entity’s economic performance, and (2) the obligation to absorb losses or the right to receive benefits that are potentially significant to the variable interest entity. Additional disclosures are required regarding involvement with variable interest entities, as well as the methodology used to determine the primary beneficiary of any variable interest entities. This standard will be effective for Quad/Graphics beginning January 1, 2010, and Quad/Graphics does not anticipate a material impact to the Quad/Graphics consolidated financial statements. As of December 31, 2009, Quad/Graphics did not have any variable interest entities.

In May 2009, the FASB issued accounting guidance that defines subsequent events as events or transactions that occur after the balance sheet date, but before the consolidated financial statements are issued. It defines two types of subsequent events: recognized subsequent events, which provide additional evidence about conditions that existed at the balance sheet date, and non-recognized subsequent events, which provide evidence about conditions that did not exist at the balance sheet date, but arose before the consolidated financial statements were issued. Recognized subsequent events are required to be recognized in the consolidated financial statements, and non-recognized subsequent events are required to be disclosed. The statement requires entities to disclose the date through which subsequent events have been evaluated, and the basis for that date. The adoption of the accounting guidance is consistent with current practice, did not have any impact on Quad/Graphics’ historical consolidated financial statements, and is not anticipated to have a material impact in the future.

In March 2008, the FASB issued accounting guidance which requires expanded disclosures about derivative instruments and hedging activities. Quad/Graphics adopted this guidance effective January 1, 2009, and the adoption of the accounting guidance did not have a material effect on Quad/Graphics’ consolidated financial statements. Looking forward, the expanded disclosure guidance will be applied as appropriate to the future hedging activities and derivative instruments of Quad/Graphics.

In December 2007, the FASB issued accounting guidance that amends the accounting and reporting for noncontrolling interests in a consolidated subsidiary and the deconsolidation of a subsidiary. Quad/Graphics now reports noncontrolling interests in subsidiaries as a separate component of equity in the consolidated financial statements and reports both net (earnings) losses attributable to noncontrolling interests and net earnings attributable to the Quad/Graphics common shareholders on the face of the consolidated statements of operations. The accounting guidance applies prospectively, except for presentation and disclosure requirements, which are applied retrospectively. Quad/Graphics adopted this accounting guidance effective January 1, 2009, and the adoption of the accounting guidance did not have a material effect on Quad/Graphics’ consolidated financial statements. Looking forward, this accounting guidance would only potentially become material if through transactions Quad/Graphics was required to report additional noncontrolling interests.

In December 2007, the FASB issued accounting guidance on business combinations, which requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, at their fair values as of that date. Acquisition-related transaction and restructuring costs will be expensed rather than treated as acquisition costs and included in the amount recorded for assets acquired. The magnitude of this impact will be dependent on the number, size, and nature of acquisitions in periods subsequent to adoption. Quad/Graphics adopted this accounting guidance effective January 1, 2009 and the adoption of the accounting guidance did not have any impact on Quad/Graphics’ consolidated financial statements. Upon completion of the arrangement agreement with World Color Press this accounting guidance will have a material impact on Quad/Graphics’ consolidated financial statements, as reflected in the unaudited pro forma condensed combined financial information included elsewhere in this proxy statement / prospectus.

In February 2007, the FASB issued accounting guidance that allows companies to choose to elect, at specified dates, to measure eligible financial instruments at fair value. Quad/Graphics adopted this accounting guidance as of January 1, 2008 and did not elect the fair value option for any of the financial assets or financial

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liabilities, and accordingly, the adoption of this guidance had no impact on Quad/Graphics’ consolidated financial statements. This accounting guidance is not anticipated to have a material impact on the Quad/Graphics’ consolidated financial statements in the future.

In September 2006, the FASB issued accounting guidance that defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It also establishes a fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability. Quad/Graphics adopted this guidance for financial assets and liabilities effective January 1, 2008, and for non-financial assets and liabilities effective January 1, 2009. The adoption of the new accounting guidance did not have a material impact on Quad/Graphics’ consolidated financial statements, and is not anticipated to have a material impact in the future.

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QUAD/GRAPHICS QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quad/Graphics is exposed to a variety of market risks which may adversely affect Quad/Graphics’ results of operations and financial condition, including changes in interest and foreign currency exchange rates, changes in the economic environment that would impact credit positions and changes in the prices of certain commodities. Quad/Graphics’ management takes an active role in the risk management process and has developed policies and procedures that require specific administrative and business functions to assist in the identification, assessment and control of various risks.

Interest Rate Risk

Quad/Graphics is exposed to interest rate risk on variable rate debt obligations and price risk on fixed rate debt. As of December 31, 2009, Quad/Graphics had fixed rate debt outstanding of $725.9 million and variable rate debt outstanding of $123.9 million. A hypothetical change in the interest rate of 10% from Quad/Graphics’ current weighted average interest rate of 2.4% would not have a material impact on Quad/Graphics’ annual interest expense. The fair value of fixed rate debt at December 31, 2009 would change by approximately $28.7 million.

Foreign Currency Risk and Translation Exposure

Quad/Graphics’ business operations give rise to market risk exposure due to changes in foreign exchange rates. From time to time, Quad/Graphics enters into foreign exchange forward contracts to minimize the short-term impact of foreign currency fluctuations. Quad/Graphics’ hedging operations historically have not been material, and gains or losses from these operations have not been material to Quad/Graphics’ cash flows, financial position or results from operations.

Quad/Graphics’ primary international operations use the Euro and Argentine peso as their functional currency. Foreign exchange rate fluctuations may adversely impact the consolidated financial position of Quad/Graphics as the assets and liabilities of its foreign operations are translated into United States dollars in preparing its consolidated balance sheets. As of December 31, 2009, Quad/Graphics’ foreign subsidiaries had net current assets (defined as current assets less current liabilities) subject to foreign currency translation risk of $43.6 million, and, as such, a hypothetical 10% adverse change in quoted foreign currency exchange rates would not have a material impact.

These international operations are subject to risks typical of international operations, including, but not limited to, differing economic conditions, changes in political climate, potential restrictions on the movement of funds, differing tax structures, and other regulations and restrictions. Accordingly, future results could be adversely impacted by changes in these or other factors.

Credit Risk

Credit risk is the possibility of loss from a customer’s failure to make payments according to contract terms. Prior to granting credit, each customer is evaluated in an underwriting process, taking into consideration the prospective customer’s financial condition, past payment experience, credit bureau information and other financial and qualitative factors that may affect the customer’s ability to pay. Specific credit reviews and standard industry credit scoring models are used in performing this evaluation. Due to increasing credit risk over the past two years with the general state of the economy, Quad/Graphics recorded provisions for doubtful accounts of $21.9 million for the year ended December 31, 2009. Quad/Graphics reduces its credit risk by having a geographically dispersed customer base in a variety of industries. Also, Quad/Graphics does not have a high degree of concentration with any single customer account. The largest customer accounted for less than 6% of sales during the year ended December 31, 2009.

Commodity Risk

The primary raw materials used by Quad/Graphics are paper, ink and fuel. At this time, Quad/Graphics’ supply of raw materials is readily available from numerous suppliers; however, based on market conditions, that

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could change in the future. Most of Quad/Graphics’ United States customers provide their own paper for the printing process. For those customers who do not supply paper, and relative to other critical raw materials in the printing process, Quad/Graphics will include price adjustment clauses in sales contracts. As a result, a hypothetical 10% change in the price of paper and other raw materials would not have a significant impact on the Company’s consolidated annual results of operations or cash flows. In addition, inflation has not had a significant impact on Quad/Graphics historically.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF QUAD/GRAPHICS

The following table sets forth certain information regarding the beneficial ownership of Quad/Graphics common stock as of February 19, 2010, and as adjusted to reflect the issuance of the estimated maximum number of shares of Quad/Graphics class A stock issuable upon consummation of the arrangement described in this proxy circular/prospectus, by:

· each person known to us to be the beneficial owner of more than 5% of any class of Quad/Graphics common stock;

· the executive officers named in the summary compensation table;

· each of the directors of Quad/Graphics, including Mark A. Angelson who will become a director of Quad/Graphics following the consummation of the arrangement; and

· all of the executive officers and directors of Quad/Graphics as a group, including Mark A. Angelson who will become a director of Quad/Graphics following the consummation of the arrangement.

Beneficial ownership is determined in accordance with the rules of the SEC and includes any shares over which a person exercises sole or shared voting or investment power. Under these rules, beneficial ownership also includes any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days of February 19, 2010 through the exercise of any stock option or other right. Shares subject to stock options or other rights are deemed to be outstanding for the purpose of computing the ownership percentage of the person beneficially holding these stock option or other rights, but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person. Except as noted by footnote, and subject to community property laws where applicable, Quad/Graphics believes that the shareholders named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. As of February 19, 2010, there were 12,845,770 shares of Quad/Graphics class A stock, 15,005,672 shares of Quad/Graphics class B stock and 245,353 shares of Quad/Graphics class C stock outstanding in the aggregate.

All 245,353 shares of class C stock outstanding as of February 19, 2010 were held, and are expected to continue to be held after the consummation of the arrangement, by the Marshall & Ilsley Trust Company as custodian for the Quad/Graphics Personal Enrichment Plan.

Based on currently available information (including the number of World Color Press common shares and shares of Quad/Graphics stock outstanding as of February 19, 2010) and assuming that the Equity Payment Amounts are $135.0 million or less, Quad/Graphics anticipates, and the table below assumes, that there will be approximately 31.6 million shares of Quad/Graphics class A stock outstanding immediately following completion of the arrangement. Since only Quad/Graphics class A stock will be issued in connection with the arrangement, the numbers and percentages, by class, of the Quad/Graphics class B stock and class C stock held by the shareholders listed in the table will not change as a result of the consummation of the arrangement.

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Except as set forth below, the address of all shareholders is c/o Quad/Graphics, Inc., N63 W23075 Highway 74, Sussex, Wisconsin 53089-2827.

	Shares of Class A Stock Beneficially Owned				Percentage of Class A Stock Beneficially Owned (1)				Shares of Class B Stock Beneficially Owned				Shares of Class C Stock Beneficially Owned
Name of Beneficial Owner	Before Transaction		After Transaction		Before Transaction		After Transaction		Number		%		Number	%

Directors and Executive Officers
J. Joel Quadracci	152,214	(2)(3)	152,214	(2)(3)	1.18	%	*		116,133	(3)	*		—	—
John C. Fowler	347,780	(4)	347,780	(4)	2.67	%	1.09	%	—		—		—	—
Thomas J. Frankowski	71,923	(5)	71,923	(5)	*		*		—		—		—	—
David A. Blais	54,727	(6)	54,727	(6)	*		*		—		—		—	—
Brian Freschi	—		—		*		*		—		—		—	—
Betty Ewens Quadracci	606,587	(7)(8)	606,587	(7)(8)	4.72	%	1.92	%	75,245	(8)	*		—	—
John S. Shiely	23,000	(9)	23,000	(9)	*		*		—		—		—	—
William J. Abraham, Jr.	12,500	(9)	12,500	(9)	*		*		—		—		—	—
Douglas P. Buth	7,500	(10)	7,500	(10)	*		*		—		—		—	—
Christopher B. Harned	57,117	(11)	57,117	(11)	*		*		105,800	(11)	*		—	—
Mark A. Angelson	—		—		*		*		—		—		—	—
All directors and executive officers as a group 20 individuals)	1,436,782	(12)	1,436,782	(12)	10.77	%	4.48	%	297,185		1.98	%	—	—

Other Holders
Quad/Graphics Voting Trust (13)	10,046		10,046		*		*		11,931,784		79.52	%	—	—
Marshall & Ilsley Trust Company as Custodian for the Quad/Graphics Personal Enrichment Plan (14)	6,025,455		6,025,455		46.91	%	19.07	%	—		—		245,353	100	%
Harry V. Quadracci 1998 Trust (15)	713,670	(14)	713,670	(14)	5.56	%	2.26	%	1,652,495	(15)	11.01	%	—	—
Anthony W. Bryant (16)	736,530		736,530		5.73	%	2.33	%	—		—		—	—

* Denotes less than 1%.

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(1) Based on the assumptions used in the illustrative table under “The Arrangement Agreement — Consideration to be Received Pursuant to the Arrangement,” an assumed hypothetical effective price of $11.00 and an assumed hypothetical Share Exchange Ratio of 0.2150 solely for purposes of this table. As all of these assumptions may vary from the actual circumstances of the arrangement, the actual number and percentage of Quad/Graphics class A stock may vary from the amounts set forth in the table.

(2) Includes 87,005 shares of Quad/Graphics class A stock that may be purchased upon the exercise of vested stock options within 60 days of February 19, 2010.

(3) Does not include shares that have been deposited into various trusts, including the Quad/Graphics voting trust, for the benefit or potential benefit of Mr. Quadracci, over which Mr. Quadracci has no investment or voting control and no right to obtain such control within 60 days of February 19, 2010. Does not include shares that are held by trusts, including the Quad/Graphics voting trust, of which Mr. Quadracci is one of two or more trustees since, as one of multiple trustees who must act by majority vote, Mr. Quadracci does not have voting or investment control over such shares. Includes 47,925 shares of Quad/Graphics class A stock and 102,785 shares of Quad/Graphics class B stock currently pledged as security.

(4) Includes 180,112 shares of Quad/Graphics class A stock that may be purchased upon the exercise of vested stock options within 60 days of February 19, 2010. Also includes 90,022 shares of Quad/Graphics class A stock currently pledged as security. Does not include shares that are held by trusts of which Mr. Fowler is one of two or more trustees since, as one of multiple trustees who must act by majority vote, Mr. Fowler does not have voting or investment control over such shares.

(5) Includes 33,157 shares of Quad/Graphics class A stock that may be purchased upon the exercise of vested stock options within 60 days of February 19, 2010. Also includes 38,766 shares of Quad/Graphics class A stock currently pledged as security.

(6) Includes 40,789 shares of Quad/Graphics class A stock that may be purchased upon the exercise of vested stock options within 60 days of February 19, 2010. Does not include shares that are held by the Quad/Graphics voting trust, of which Mr. Blais is one of four trustees since, as one of multiple trustees who must act by majority vote, Mr. Blais does not have voting or investment control over such shares. Includes 4,500 shares of Quad/Graphics class A stock currently pledged as security.

(7) Includes 4,250 shares of Quad/Graphics class A stock that may be purchased upon the exercise of vested stock options within 60 days of February 19, 2010, 59,327 shares of Quad/Graphics class A stock held by trusts of which Ms. Quadracci is the sole trustee but not a beneficiary.

(8) Does not include shares that have been deposited into various trusts, including the Quad/Graphics voting trust, for the benefit or potential benefit of Ms. Quadracci, over which Ms. Quadracci has no investment or voting control and no right to obtain such control within 60 days of February 19, 2010. Does not include shares that are held by trusts, including the Quad/Graphics voting trust, of which Ms. Quadracci is one of two or more trustees since, as one of multiple trustees who must act by majority vote, Ms. Quadracci does not have voting or investment control over such shares. Includes 451,111 shares of Quad/Graphics class A stock and 37,076 shares of Quad/Graphics class B stock currently pledged as security.

(9) Includes 12,500 shares of Quad/Graphics class A stock that may be purchased upon the exercise of vested stock options within 60 days of February 19, 2010.

(10) Includes 7,500 shares of Quad/Graphics class A stock that may be purchased upon the exercise of vested stock options within 60 days of February 19, 2010.

(11) Includes 7,500 shares of Quad/Graphics class A stock that may be purchased upon the exercise of vested stock options within 60 days of February 19, 2010. Does not include shares that are held by trusts of which Mr. Harned is one of two or more trustees since, as one of multiple trustees who must act by majority vote,

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Mr. Harned does not have voting or investment control over such shares. Includes 15,194 shares of Quad/Graphics class A stock and 79,612 shares of Quad/Graphics class B stock currently pledged as security.

(12) Includes 488,747 shares of Quad/Graphics class A stock that may be purchased upon the exercise of vested stock options within 60 days of February 19, 2010.

(13) Some of the shares of Quad/Graphics class A stock and class B stock owned by the Quadracci family members have been deposited into the Quad/Graphics voting trust, pursuant to which the four trustees thereof (currently J. Joel Quadracci, Betty Ewens Quadracci, Elizabeth M. Quadracci-Harned and David Blais), acting by majority action, have shared voting power (shared with the beneficiaries of the Quad/Graphics voting trust) and shared investment power over all such shares. The terms of the Quad/Graphics voting trust are more particularly described below under “—Quad/Graphics voting trust.”

(14) The address of the custodian is Marshall & Ilsley Trust Company N.A., 111 E. Kilbourn Ave. Suite 200, Milwaukee, WI 53202.

(15) Does not include shares of Quad/Graphics stock that have been deposited into the Quad/Graphics voting trust for the benefit or potential benefit of the Harry V. Quadracci 1998 Trust, over which the Harry V. Quadracci 1998 Trust has no investment or voting control and no right to obtain such control within 60 days of February 19, 2010.

(16) Mr. Bryant’s address is 2312 N. Grandview Boulevard, Suite 108, Waukesha, WI 53188.

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Quad/Graphics Voting Trust

To help ensure the continuity and stability of the management of Quad/Graphics, various members of the Quadracci family, including certain affiliated entities, entered into the voting trust agreement in September 1982, which was amended and restated in April 2000. Pursuant to the voting trust agreement, as amended, certain shares of Quad/Graphics common stock held by such individuals and entities were initially deposited into the Quad/Graphics voting trust, which was created thereunder. The voting trust agreement was amended in June 2001 and again in October 2004.

Under the Quad/Graphics voting trust, the four trustees (currently J. Joel Quadracci, Betty Ewens Quadracci , Elizabeth M. Quadracci-Harned and David Blais) are vested with the full legal title to all such stock, and any additional common stock or other securities of Quad/Graphics that any beneficiary elects to transfer to the Quad/Graphics voting trust, with all rights and power of the owner and holder of the stock of whatever nature necessary to enable the trustees to exercise the powers vested in them under the agreement, including the shared right to vote the shares (subject to certain exceptions noted below), the right to become parties to or prosecute or intervene in any legal or administrative proceedings affecting the stock, Quad/Graphics or the powers, duties and obligations of the trustee, the right to transfer the stock into their names as trustee or into the name of other nominees, the right to enter into shareholder agreements and the right to exercise all rights and preferences of the stock. Except as otherwise provided in the voting trust agreement, the trustees act by majority vote (or unanimous vote if there are only two trustees).

The Quad/Graphics voting trust provides that the trustees shall exercise their judgment to select suitable directors of Quad/Graphics and to vote on such other matters that may come before them at shareholder meetings. Without approval of the beneficiaries holding trust certificates representing two-thirds of the stock held under the Quad/Graphics voting trust, however, the trustees do not have the power to vote the stock in favor of the merger or consolidation of Quad/Graphics, the sale or exchange of all, or substantially all, of the voting securities of Quad/Graphics, the sale, lease or exchange of all, or substantially all, of the property and assets of Quad/Graphics, the total or partial liquidation of Quad/Graphics, the dissolution of Quad/Graphics, any act that is likely to lead to a public offering, any issuance of securities of Quad/Graphics if it would result in the stock held by the trustees not having the power to elect a majority of the Quad/Graphics board of directors or any amendment to the articles of incorporation of Quad/Graphics that would diminish the rights reserved to the trust beneficiaries. The trustees also may not vote the stock held under the Quad/Graphics voting trust for the approval of any act likely to lead to a public offering except with the agreement of at least three fourths of the trustees then in office.

The deposited shares may be withdrawn from the Quad/Graphics voting trust by a beneficiary prior to the expiration or termination of the Quad/Graphics voting trust only if there is an amendment to the voting trust agreement that is determined to materially adversely affect that particular beneficiary or a particular group of beneficiaries and if the trustees allow such withdrawal, provided that certain de minimis withdrawals are permitted and the trustee may, by unanimous vote, permit stock to be withdrawn, but, subject to certain exceptions, the withdrawn stock will be converted into class A stock. For a discussion of the risk factors relating to the control by the Quad/Graphics voting trust, see “Risk Factors — Risks Relating to the Arrangement” beginning on page 30.

The Quad/Graphics voting trust is perpetual. Notwithstanding the foregoing, the voting trust agreement may be terminated by the unanimous vote of the trustees and a two-thirds vote of beneficiaries. The voting trust agreement automatically terminates when none of the stock held by the trustees under the agreement possess voting rights, upon the sale, dissolution or liquidation of Quad/Graphics, upon the sale of substantially all of its assets, upon a merger, reorganization, combination or exchange of stock involving Quad/Graphics that results in the securities under the voting trust agreement constituting less than ten percent of the votes entitled to be cast in an election of directors of the surviving or successor entity.

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DESCRIPTION OF QUAD/GRAPHICS CAPITAL STOCK

In connection with the consummation of the arrangement pursuant to which World Color Press will become a wholly-owned subsidiary of Quad/Graphics, Quad/Graphics will amend and restate its articles of incorporation and will amend its bylaws. The following description summarizes the material terms of Quad/Graphics capital stock that will be in effect at such time. In conjunction with this summary, you should read the complete text of the Quad/Graphics Charter and the Quad/Graphics Bylaws, substantially in the form to become effective upon completion of the arrangement, which are attached as Annex C and Annex D , respectively, to this proxy circular/prospectus, and should read “Comparison of the Rights of Quad/Graphics and World Color Press Common Shareholders” beginning on page 228.

Authorized Capital Stock

Quad/Graphics authorized capital stock consists of:

· 80 million authorized shares of class A common stock, par value $0.025 per share;

· 80 million authorized shares of class B common stock, par value $0.025 per share;

· 20 million authorized shares of class C common stock, par value $0.025 per share; and

· 500,000 authorized shares of preferred stock, par value $0.01 per share.

Based on currently available information (including the number of World Color Press common shares and shares of Quad/Graphics stock outstanding as of February 19, 2010) and assuming that the Equity Payment Amounts are $135.0 million or less, we anticipate that there will be approximately 31.6 million shares of class A stock, 15,005,672 shares of class B stock and 245,353 shares of class C stock and no shares of preferred stock outstanding immediately following completion of the arrangement.

Comparison of Quad/Graphics’ Class A Stock, Class B Stock and Class C Stock

The following table compares Quad/Graphics’ class A stock, class B stock and class C stock.

	Class A Stock	Class B Stock	Class C Stock

Public Market:	Quad/Graphics intends to apply for listing on a national securities exchange in the United States.	None.	None.

Voting Rights:	Except for matters required by Wisconsin law where separate class vote is necessary, one vote per share on all matters voted upon by Quad/Graphics’ shareholders.	Except for matters required by Wisconsin law where separate class vote is necessary, ten votes per share on all matters voted upon by Quad/Graphics’ shareholders.	Except for matters required by Wisconsin law where separate class vote is necessary, ten votes per share on all matters voted upon by Quad/Graphics’ shareholders.

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	Class A Stock	Class B Stock	Class C Stock

Dividends:	The cash dividend payable with respect to each share of class A stock will equal the cash dividend payable with respect to each share of class B and class C stock. Cash dividends may not be declared and paid with respect to class A stock without concurrent cash dividends declared and paid with respect to the class B and class C stock.	The cash dividend payable with respect to each share of class B stock will equal the cash dividend payable with respect to each share of class A and class C stock. Cash dividends may not be declared and paid with respect to class B stock without concurrent cash dividends declared and paid with respect to the class A and class C stock.	The cash dividend payable with respect to each share of class C stock will equal the cash dividend payable with respect to each share of class A and class B stock. Cash dividends may not be declared and paid with respect to class C stock without concurrent cash dividends declared and paid with respect to the class A and class B stock.

Liquidation:	Upon liquidation, dissolution or winding up of Quad/Graphics, the holders of outstanding shares of class A stock will be entitled to receive (after the payment of any preferential amounts required to be paid to the holders of preferred stock), on a one-for-one basis with the holders of outstanding shares of class B and class C stock, the remaining assets and funds of Quad/Graphics available for distribution to its shareholders.	Upon liquidation, dissolution or winding up of Quad/Graphics, the holders of outstanding shares of class B stock will be entitled to receive (after the payment of any preferential amounts required to be paid to the holders of preferred stock), on a one-for-one basis with the holders of outstanding shares of class A and class C stock, the remaining assets and funds of Quad/Graphics available for distribution to its shareholders.	Upon liquidation, dissolution or winding up of Quad/Graphics, the holders of outstanding shares of class C stock will be entitled to receive (after the payment of any preferential amounts required to be paid to the holders of preferred stock) on a one-for-one basis with the holders of outstanding shares of class A and class B stock, the remaining assets and funds of Quad/Graphics available for distribution to its shareholders.

Extraordinary Corporate Action:	The class A, class B and class C stock receive the same consideration in any distribution of property, merger, consolidation, purchase or acquisition of property or stock, asset transfer, division, share exchange, recapitalization or reorganization of Quad/Graphics in proportion to the number of shares, without regard to class.	The class A, class B and class C stock receive the same consideration in any distribution of property, merger, consolidation, purchase or acquisition of property or stock, asset transfer, division, share exchange, recapitalization or reorganization of Quad/Graphics in proportion to the number of shares, without regard to class.	The class A, class B and class C stock receive the same consideration in any distribution of property, merger, consolidation, purchase or acquisition of property or stock, asset transfer, division, share exchange, recapitalization or reorganization of Quad/Graphics in proportion to the number of shares, without regard to class.

Ownership and/or Transfer Restrictions:	None, other than as imposed by applicable law.	Class B stock can only be voluntarily transferred to Quad/Graphics or to any member of the “family group” during lifetime or at death. The “family group” includes: · Betty E. Quadracci; · the issue of Betty E. Quadracci; · a spouse of an issue of Betty E. Quadracci;	Class C stock can only be owned by, or transferred to, the Quad/Graphics, Inc. Tax Credit Stock Ownership Plan or any qualified successor thereto (which is currently the Quad/Graphics Personal Enrichment Plan) and/or any other employee benefit plan of Quad/Graphics which is intended to satisfy the qualification requirements of Section 401 of the Internal Revenue Code.

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Class A Stock

Class B Stock

Class C Stock

· a widow or widower of an issue of Betty E. Quadracci;

· the estate of any of the foregoing individuals;

· any trust created by will or inter-vivos for so long as the sole current beneficiaries of such trust are one or more of the foregoing individuals;

· any entity for so long as such entity is wholly-owned and controlled by one or more of the foregoing individuals;

· any entity described in Section 4947(a)(1) or (2) of the Internal Revenue Code; and

· any entity to which contributions would be deductible under Sections 2522 or 2055 of the Internal Revenue Code.

In the event of a foreclosure sale of pledged class B stock or other involuntary transfer of class B stock, other than as a result of the death of a holder of class B stock, Quad/Graphics has the option to purchase the class B stock subject to such involuntary transfer at the “purchase price” described below. If there are any shares of class B stock not purchased by Quad/Graphics pursuant to the option, each share of class B stock not purchased is automatically converted into one share of class A stock.

Any transfer of class B stock in violation of the Quad/Graphics Charter results in the automatic conversion of each such share into one share of class A stock.

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	Class A Stock	Class B Stock	Class C Stock

Purchase Price:	Not applicable.	The price at which any share of class B stock subject to Quad/Graphics’ option to purchase (the “purchase price”) is: · If the class A stock is then listed for trading on a national securities exchange, then the last sales price of the class A stock as reported by such exchange on the applicable date (or if no sales occurred on such date, on the last preceding date on which there was a sale). · If the class A stock is not listed on a national securities exchange but is then traded in an over-the-counter market, then the last sales price (or, if there is no last sales price reported, the average of the closing bid and ask prices) of the class A stock as reported by such over-the-counter market on the applicable date (or if no sales occurred on such date, on the last preceding date on which there was a sale). · If the class A stock is not then listed on a national securities exchange or traded in an over-the-counter market, then the price of a share of class A stock most recently determined by a qualified independent appraisal expert selected by the board of directors (and if that last independent appraisal is over one year old, then the price shall be determined by agreement of the parties or binding independent appraisal).	Not applicable.

Conversion:	Not applicable.	Each share of class B stock may, at the option of the holder, be converted at any time into one share of class A stock.	Each share of class C stock may, at the option of the holder, be converted at any time into one share of class A stock.

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	Class A Stock	Class B Stock	Class C Stock

Repurchase:	Not applicable.	Not applicable.	Each holder of class C stock has the continuous right to require Quad/Graphics to repurchase the class C stock for cash or its equivalent at the “purchase price” noted in the class B stock column above.

Preferred Stock

Preferred stock may be issued from time to time in one or more series, the shares of each series to have the designations and powers, preferences, rights, qualifications, limitations and restrictions as are stated and expressed in the resolution or resolutions providing for the issuance of that series adopted by Quad/Graphics’ board of directors.

Quad/Graphics’ board of directors has the authority to create one or more series of preferred stock and, with respect to each series, to fix and state the following:

· the number of shares constituting the series and the designation of the series;

· the dividend rate or rates and/or the method of determining such rate or rates and the timing of dividend payments;

· the voting rights, if any, of the series;

· whether or not the shares of the series will be convertible into shares of any other class or series of stock and, if so, the terms and conditions of such conversion, including the conversion price or ratio or rate at which the conversion may be made;

· whether or not the shares of the series will be redeemable at the option of Quad/Graphics or the holders of the series or upon a specified event and, if redeemable, the terms and conditions of such redemption, including the redemption price or prices and the time or times at which the shares will be redeemable;

· the rights of the shares of that series upon the voluntary or involuntary dissolution or winding up of Quad/Graphics;

· the obligation, if any, of Quad/Graphics to retire the shares of the series pursuant to a sinking fund; and

· any other relative rights, preferences and limitations of the series.

The shares of each series of preferred stock may vary from the shares of any other series in any or all of the foregoing respects. The board of directors may increase or decrease the number of shares of the preferred stock designated for any existing series by a resolution adding or subtracting from the series; provided, however, that the board of directors may not decrease the number of shares of any existing series to a number less than the number of shares of that series then issued and outstanding.

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Provisions of Wisconsin Law and Quad/Graphics’ Amended and Restated Articles of Incorporation and Amended Bylaws with Possible Anti-Takeover Effects

Provisions of Wisconsin law have certain anti-takeover effects. The Quad/Graphics Charter and the Quad/Graphics Bylaws also contain provisions that may have similar effects.

Wisconsin Statutes

Sections 180.1140 to 180.1144 of the Wisconsin Business Corporation Law (sometimes referred to as WBCL) restrict a broad range of business combinations between a Wisconsin corporation and an “interested stockholder” for a period of three years unless specified conditions are met. The WBCL defines a “business combination” as including certain mergers or share exchanges, sales of assets, issuances of stock or rights to purchase stock and other related party transactions. An “interested stockholder” is a person who beneficially owns, directly or indirectly, 10% of the outstanding voting stock of a corporation or who is an affiliate or associate of the corporation and beneficially owned 10% of the voting stock within the last three years. During the initial three-year period after a person becomes an interested stockholder in a Wisconsin corporation, with some exceptions, the WBCL prohibits a business combination with the interested stockholder unless the corporation’s board of directors approved the business combination or the acquisition of the stock by the interested stockholder prior to the acquisition date. Following this three-year period, the WBCL also prohibits a business combination with an interested stockholder unless:

· the board of directors approved the acquisition of the stock prior to the acquisition date;

· the business combination is approved by a majority of the outstanding voting stock not owned by the interested stockholder;

· the consideration to be received by shareholders meets certain requirements of the statute with respect to form and amount; or

· the business combination is of a type specifically excluded from the coverage of the statute.

Sections 180.1130 to 180.1133 of the WBCL govern certain mergers or share exchanges between public Wisconsin corporations and significant shareholders, and sales of all or substantially all of the assets of public Wisconsin corporations to significant shareholders. These transactions must be approved by 80% of all shareholders and two-thirds of shareholders other than the significant shareholder, unless the shareholders receive a statutory “fair price.” Section 180.1130 of the WBCL generally defines a “significant shareholder” as the beneficial owner of 10% or more of the voting power of the outstanding voting shares, or an affiliate of the corporation who beneficially owned 10% or more of the voting power of the then outstanding shares within the last two years.

Section 180.1150 of the WBCL provides that in particular circumstances the voting power of shares of a public Wisconsin corporation held by any person in excess of 20% of the voting power is limited to 10% of the voting power these excess shares would otherwise have. Full voting power may be restored if a majority of the voting power of shares represented at a meeting, including those held by the party seeking restoration, are voted in favor of the restoration. This voting restriction does not apply to shares acquired directly from the corporation.

Section 180.1134 of the WBCL requires shareholder approval for some transactions in the context of a tender offer or similar action for more than 5% of any class of a Wisconsin corporation’s stock. Shareholder approval is required for the acquisition of more than 5% of the corporation’s stock at a price above market value from any person who holds more than 3% of the voting shares and has held the shares for less than two years, unless the corporation makes an equal offer to acquire all shares. Shareholder approval is also required for the sale or option of assets that amount to at least 10% of the market value of the corporation, but this requirement does not apply if the corporation has at least three independent directors and a majority of the independent directors vote not to have this provision apply to the corporation.

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In addition to the anti-takeover provisions described above, various provisions of the Quad/Graphics Charter and the Quad/Graphics Bylaws, which are summarized in the following paragraphs, may be deemed to have anti-takeover effects.

No Cumulative Voting

The WBCL provides that shareholders are denied the right to cumulate votes in the election of directors unless the articles of incorporation provide otherwise. The Quad/Graphics Charter does not provide for cumulative voting.

Meeting Procedures; Advance Notice Requirements for Shareholder Proposals and Director Nominations; Procedures for Calling a Special Meeting

The Quad/Graphics Bylaws provide the board with discretion in postponing shareholder meetings, including, within certain limits, special meetings of shareholders. Additionally, the Chairman of the Board, the Chief Executive Officer or the President or the board of directors (acting by resolution) can adjourn a shareholder meeting at any time before business is transacted at the meeting.

The Quad/Graphics Bylaws also provide that shareholders seeking to nominate persons for directors or seeking to bring other business before an annual meeting must provide timely notice of their proposal in writing to the corporate secretary. To be timely, a shareholder’s notice must be received on or before December 31 of the year immediately preceding the annual meeting. The Quad/Graphics Bylaws also specify requirements as to the form and content of a shareholder’s notice. These provisions may impede shareholders’ ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.

The Quad/Graphics Bylaws also establish a procedure which shareholders seeking to call a special meeting of shareholders must satisfy. This procedure involves notice to Quad/Graphics, the receipt by Quad/Graphics of written demands for a special meeting from holders of 10% or more of all the votes entitled to be cast on any issue proposed to be considered, a review of the validity of such demands by an independent inspector and the fixing of the record and meeting dates by the board of directors. In addition, shareholders demanding a special meeting must deliver a written agreement to pay the costs incurred by Quad/Graphics in holding a special meeting, including the costs of preparing and mailing the notice of meeting and the proxy materials for the solicitation of proxies, in the event such shareholders are unsuccessful in their proxy solicitation.

Director Removal

The Quad/Graphics Charter provides that any director may be removed from office, but only for cause by the approval of 66 2/3% of the voting power of the then outstanding shares of stock of the voting group of shareholders that elected the director. However, if at least two-thirds of the directors plus one director vote to remove a director, that director can be removed without cause by the affirmative vote of a majority of such outstanding shares. As defined in the Quad/Graphics Charter, “cause” exists only if the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction and such conviction is no longer subject to direct appeal or such director has been adjudged to be liable for willful misconduct in the performance of his or her duty to Quad/Graphics in a matter which has a material adverse effect on Quad/Graphics’ business, and such adjudication is no longer subject to direct appeal.

Authorized But Unissued Shares

Quad/Graphics’ authorized but unissued shares of common stock and preferred stock will be available for future issuance without shareholder approval. Quad/Graphics could use these additional shares for a variety of corporate purposes, including future public offerings to raise capital, corporate acquisitions and issuances under employee benefit plans. Additionally, Quad/Graphics could issue a series of preferred stock that could, depending on its terms, impede the completion of a merger, tender offer or other takeover attempt. The board of directors of Quad/Graphics will make any determination to issue such shares based on its judgment as to the best interests of Quad/Graphics and its shareholders. The board, in so acting, could issue preferred stock having terms that could

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discourage an acquisition attempt through which an acquiror may be able to change the composition of the board of directors, including a tender offer or other transaction that some, or a majority, of Quad/Graphics’ shareholders might believe to be in their best interests or in which shareholders might receive a premium over the then-current market price of the class A stock.

Amendments to Articles of Incorporation

The WBCL allows Quad/Graphics to amend the Quad/Graphics Charter at any time to add or change a provision that is required or permitted to be included in the articles of incorporation or to delete a provision that is not required to be included in the articles of incorporation. The board of directors of Quad/Graphics can also propose one or more amendments for submission to shareholders and may condition its submission of any proposed amendment on any basis if it provides certain notice and includes certain information regarding the proposed amendment in that notice. The provisions in the Quad/Graphics Charter relating to the structure of the board of directors and certain amendments to the bylaws may only be amended by the approval of 66 2/3% of the voting power of the then outstanding shares entitled to vote.

The sections of the Wisconsin law and the provisions of the Quad/Graphics Charter and the Quad/Graphics Bylaws described in the preceding paragraphs may have the effect of delaying, deferring or preventing a change in control of Quad/Graphics.

Preemptive Rights

No holder of Quad/Graphics common stock has any preemptive or subscription rights to acquire shares of Quad/Graphics common stock.

Transfer Agent and Registrar

is the transfer agent and registrar for Quad/Graphics common stock. Its address is , and its telephone number is .

Listing

The class B stock and the class C stock will not be listed on a national securities exchange or traded in an organized over-the-counter market. In connection with the consummation of the arrangement, Quad/Graphics’ class A stock is expected to be listed on a national securities exchange in the United States.

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COMPARISON OF THE RIGHTS OF QUAD/GRAPHICS AND WORLD COLOR PRESS COMMON SHAREHOLDERS

Before the completion of the arrangement, the rights of holders of World Color Press common shares are governed by the CBCA and by the World Color Press Charter and World Color Press’ bylaws, as amended (sometimes referred to as the World Color Press Bylaws). World Color Press shareholders who receive Quad/Graphics class A stock pursuant to the arrangement will become Quad/Graphics shareholders. Quad/Graphics is a Wisconsin corporation, and the rights of Quad/Graphics shareholders are governed by the WBCL and, upon completion of the arrangement, by the Quad/Graphics Charter and the Quad/Graphics Bylaws. Summarized below are the material differences between the current rights of World Color Press common shareholders and the rights those shareholders will have as Quad/Graphics shareholders following completion of the arrangement. The summary in the following chart is not complete, and it does not identify all differences that may, under given situations, be material to shareholders and is subject in all respects by, and qualified by reference to, the WBCL, the CBCA, the World Color Press Charter, the World Color Press Bylaws, the Quad/Graphics Charter and the Quad/Graphics Bylaws.

Copies of the World Color Press Charter and the World Color Press Bylaws are incorporated by reference into this proxy circular/prospectus and will be sent to World Color Press shareholders upon request. See “Where You Can Find More Information” beginning on page 245.

You should read the complete text of the Quad/Graphics Charter and the Quad/Graphics Bylaws, substantially in the form to become effective upon completion of the arrangement, which are attached as Annex C and Annex D , respectively, to this proxy circular/prospectus, in conjunction with this summary. In addition, for a description of the differences between the three classes of Quad/Graphics common stock, see “Description of Quad/Graphics Capital Stock” beginning on page 220.

	Quad/Graphics Common Shareholder Rights	World Color Press Common Shareholder Rights

Corporate Governance:	Upon completion of the arrangement, the rights of Quad/Graphics shareholders and former World Color Press common shareholders will be governed by the WBCL, the Quad/Graphics Charter and the Quad/Graphics Bylaws.	The rights of World Color Press common shareholders are currently governed by the CBCA, the World Color Press Charter and the World Color Press Bylaws.

Authorized Capital Stock:	Quad/Graphics’ authorized capital stock consists of (i) 80,000,000 shares of class A common stock, $0.025 par value; (ii) 80,000,000 shares of class B common stock, $0.025 par value; (iii) 20,000,000 shares of class C common stock, $0.025 par value; and (iv) 500,000 shares of preferred stock, $0.01 par value.	World Color Press’ authorized capital stock consists of (i) an unlimited number of common shares without par value and (ii) 12,500,000 class A convertible preferred shares without par value.

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	Quad/Graphics Common Shareholder Rights	World Color Press Common Shareholder Rights

Number and Term of Directors:	Upon completion of the arrangement, the Quad/Graphics Charter and Quad/Graphics Bylaws will provide that the Quad/Graphics board of directors consists of eight (8) directors. All directors will be members of a single class and will be elected annually at Quad/Graphics’ annual meeting of its shareholders.	The World Color Press Charter provides that so long as that class A preferred shares are issued and outstanding, World Color Press’ board of directors shall consist of no fewer than three (3) directors and no greater than eleven (11) directors, of which: (A) not more than nine (9) directors shall be elected by the combined vote of the holders of the common shares and the holders of the class A preferred shares (voting as a single class); and (B) the remaining two (2) directors are reserved for appointment by the class A preferred shareholders in certain circumstances (sometimes referred to as the Class A Preferred Share Directors). World Color Press currently has 8 directors sitting on its board of directors. The World Color Press board of directors is elected annually at World Color Press’ annual meeting of its shareholders and serve until the next annual meeting of shareholders, subject to certain exceptions with respect to the Class A Preferred Share Directors.

	The Quad/Graphics Charter and the Quad/Graphics Bylaws provide that the number of directors may be increased or decreased by (a) the Quad/Graphics board of directors by an affirmative vote of two-thirds of the members of the board of directors plus one director or (b) the affirmative vote of 66-2/3% of the voting power of the then outstanding shares of Quad/Graphics entitled to vote.	The CBCA provides that any amendment to increase or decrease the minimum and maximum number of directors requires the approval of shareholders of World Color Press by resolution passed by not less than two-thirds of the votes cast by the shareholders who voted in respect of the resolution at a meeting duly called and held for that purpose. Without exceeding the maximum number of directors provided by the World Color Press Charter, the directors may appoint one or more directors who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, provided that the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders. The CBCA requires that a corporation whose securities are publicly traded have not fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.

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	Quad/Graphics Common Shareholder Rights	World Color Press Common Shareholder Rights

Nomination of Directors for Election:	The Quad/Graphics Bylaws provide that nominations for directors may be made by the board of directors or by a shareholder who is entitled to vote and complies with the advance notice procedures in the Quad/Graphics Bylaws. A shareholder who nominates a director must be a shareholder of record on the date that he or she gives the nomination notice to Quad/Graphics. The advance notice procedures in the Quad/Graphics Bylaws requires that a shareholder’s notice must be given timely and in proper written form to Quad/Graphics’ Secretary.	Under the CBCA, a registered or beneficial owner of: (i) at least 1% of the total number of outstanding voting shares of World Color Press as of the day on which the shareholder submits a proposal; or (ii) voting shares whose fair market value, as determined as at the close of business on the day before the shareholder submits the proposal to World Color Press, is at least CAD$2,000, who, in either case, has been a shareholder for at least six (6) months preceding the day that the shareholder submits the proposal, is permitted to nominate a director so long as the proposal is signed by one or more holders representing at least 5% of the voting shares entitled to vote at the meeting. Notwithstanding the foregoing, these provisions do not preclude nominations made at meetings of shareholders.

	In order to be timely, the notice must be delivered to or mailed and received by the Secretary at Quad/Graphics’ principal offices on or before December 31 of the year immediately preceding the annual meeting. To be in proper written form, the notice must include, among other things, information on the nominating shareholder, the Quad/Graphics shares it owns or holds and information regarding the nominee required by the proxy rules of the SEC. The notice also must be accompanied by a written consent of the proposed nominee consenting to being named as a nominee and to serving as a director if elected.	The proposal to nominate a director must be submitted to World Color Press ninety (90) days prior to the anniversary date of the notice of meeting sent to shareholders in connection with the preceding year’s annual meeting.

Election of Directors:	The Quad/Graphics Bylaws provide that directors are elected by a plurality of the votes cast at a meeting at which a quorum is present. Due to Quad/Graphics’ class voting structure, the holders of the class B stock in general, and the trustees of the Quad/Graphics voting trust in particular, will have the power to elect the Quad/Graphics directors. See “Description of Quad/Graphics Capital Stock — Comparison of Quad/Graphics’ Class A Stock, Class B Stock and Class C stock” beginning on page 220 and “Security Ownership of Certain Beneficial Owners and Management	The CBCA provides that directors are elected by a simple majority of the votes cast at a meeting of the shareholders.

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	Quad/Graphics Common Shareholder Rights	World Color Press Common Shareholder Rights

	Quad/Graphics — Quad/Graphics Voting Trust” beginning on page 219 for more detail.

Vacancies on the Board of Directors:	The Quad/Graphics Charter provides that vacancies on the board of directors, including vacancies created by an increase in the number of directors, may be filled by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director.	Under the CBCA, a majority of the directors may vote to fill a vacancy on the World Color Press board of directors, excluding vacancies created by an increase in the number of directors. In the case that the World Color Press board does not have a quorum, the vacancies can only be filled pursuant to a vote at a special meeting of all the shareholders.

	The term of any director elected to fill a vacancy serves for the remainder of the term of the class in which the vacancy occurred and until a qualified successor is elected and qualified.	The World Color Press Charter provides that, in the case that one or both of the Class A Preferred Share Directors’ seats becomes vacant, the remaining Class A Preferred Share Director shall have the exclusive right to appoint another person to fill such vacancy.

Removal of Directors:	The Quad/Graphics Charter provides that shareholders may remove a director only for cause by the affirmative vote of holders of at least 66 2/3% of the voting power of the then outstanding shares of stock of the voting group of shareholders that elected the director. However, if at least two-thirds of the directors plus one director by resolution recommends removal of a director, shareholders may remove such director without cause by the affirmative vote of a majority of such outstanding shares. “Cause” is construed to exist only if the director whose removal is proposed has been convicted of a felony or has been adjudged to be liable for willful misconduct in the performance of his or her duties to the corporation in a matter which has a material adverse effect on the business of the corporation. The WBCL also provides that, if a director is to be removed by the shareholders at a meeting of the shareholders, the notice of the meeting must state that the purpose or one of the purposes of the meeting is the removal of the director.	The World Color Press Charter provides that a Class A Preferred Share Director may only be removed from the board of directors by an ordinary resolution (simple majority) passed at a special meeting of the holders of the class A preferred shares (voting separately as a class), duly convened by holders of not less than 5% of the class A preferred shares then issued and outstanding. The World Color Press Charter is silent with respect to the removal of any non-Class A Preferred Share Director. However, under the CBCA, these directors may be removed by an ordinary resolution (simple majority) voted upon by all shareholders at a special meeting.

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	Quad/Graphics Common Shareholder Rights	World Color Press Common Shareholder Rights

Calling of Meeting of Directors:	Regular meetings of the board of directors may be held without call and without notice, at such times and in such places as the board may by resolution from time to time determine. Special meetings of the board of directors may be called, by notice of no less than 48 hours prior to the meeting, at any time by the Chairman of the Board, the Chief Executive Officer, the President or any three (3) directors.	Meetings of the World Color Press board of directors may be called at any time by the Chairman of the World Color Press board, a Vice or Deputy Chairman of the World Color Press board, the President or any Vice-President who is a director, or any two directors. Notice of the time and place for holding any meeting of the World Color Press board of directors shall be given at least twelve (12) hours prior to the time fixed for the meeting. Any meeting so called may be held at the registered office of World Color Press or any other place which shall have been fixed by the World Color Press board.

Limited Liability of Directors:	Under the WBCL, a director of Quad/Graphics will have no personal liability to Quad/Graphics or its shareholders for monetary damages arising from a breach of, or failure to perform, any duty to Quad/Graphics or its shareholders (including for any “unlawful” distribution) except (i) for a willful failure to deal fairly with Quad/Graphics or its shareholders in connection with a matter in which the director had a material conflict of interest, (ii) a violation of the criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful, (iii) a transaction from which the director derived an improper personal profit or (iv) willful misconduct.	The CBCA does not permit any limitation of a director’s liability other than in connection with the adoption of a unanimous shareholder agreement that restricts certain powers of the directors. Under the CBCA, directors who authorize the issuance of shares for no consideration, or purchase, redeem or acquire shares, pay dividends, or indemnify someone without passing the solvency tests contained in the CBCA may be personally liable. Directors may also be personally liable for unpaid employee wages.

Indemnification of Directors and Officers:	The Quad/Graphics Bylaws include an indemnification provision under which Quad/Graphics is required to indemnify current and former directors and officers (whether serving Quad/Graphics or at its request any other entity) to the fullest extent permitted under Wisconsin law. Other employees and agents will be indemnified to the extent authorized by the board of directors or the bylaws and permitted by law. Furthermore, under the Quad/Graphics Bylaws, Quad/Graphics will indemnify	As permitted by the CBCA, the World Color Press Bylaws require World Color Press to indemnify its directors and officers, its former directors and officers or other individuals who, at World Color Press’ request, act or acted as directors or officers or in a similar capacity of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with World Color Press or other entity. However, World

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	Quad/Graphics Common Shareholder Rights	World Color Press Common Shareholder Rights

	all directors and officers to the fullest extent permitted under Wisconsin law and will pay or reimburse expenses in advance of final disposition of a proceeding. The payment of such indemnifiable amounts may be denied by Quad/Graphics if (i) a disinterested quorum of the board of directors, by a majority vote, determines that the director or officer has engaged in misconduct which constitutes a breach of duty or (ii) a disinterested quorum of the board of directors cannot be obtained. These indemnity provisions survive repeal or amendment for claims arising out of periods in which the provisions were effective. The WBCL requires a Wisconsin corporation to indemnify such persons to the extent they are successful on the merits or otherwise in defending a proceeding, or if a court orders that they should be indemnified. It also permits a Wisconsin corporation to advance expenses incurred in defense of a proceeding on certain conditions. The WBCL also permits a Wisconsin corporation to further indemnify and make advances to such persons by other means (such as by contract or bylaw provision)	Color Press may not indemnify an individual unless the individual acted honestly and in good faith with a view to the best interests of the corporation. In addition, under the World Color Press Bylaws, World Color Press shall, to the full extent provided by law, advance monies to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above. The individual shall repay the monies if the individual does not fulfill the conditions prescribed by law permitting World Color Press to indemnify such individual. The rights of indemnification provided by World Color Press are not exhaustive and are in addition to any rights to which a director, officer or other employee may otherwise be entitled by contract or as a matter of law .

Quorum of Directors	The WBCL and the Quad/Graphics Bylaws provide that a majority of the number of directors specified in the bylaws constitute a quorum of the Quad/Graphics board of directors, unless otherwise provided. The Quad/Graphics Bylaws also provide that if there are only three directors in office, a quorum shall constitute one third of the number of directors specified in the bylaws	The World Color Press Bylaws provide that the board of directors may, from time to time, fix by resolution the quorum for meetings of the board of directors but until otherwise fixed, a majority of directors in office, from time to time, shall constitute a quorum.

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	Quad/Graphics Common Shareholder Rights	World Color Press Common Shareholder Rights

Citizenship and Residency of Directors	The WBCL and the Quad/Graphics Bylaws provide that directors need not be residents of the State of Wisconsin or shareholders of Quad/Graphics. The Quad/Graphics Bylaws also provide that no other restrictions, limitations or qualifications may be imposed on individuals for service as a director.	The CBCA provides that at least 25% of the directors (or if less than four directors, at least one director) must be resident Canadians. Except as permitted by the CBCA, no business may be transacted by the board of directors except at a meeting of directors at which a quorum is present and at least 25% of the directors present are resident Canadians or, if World Color Press has less than four directors, at least one director is resident Canadian.

Call of Special Meeting of Shareholders:	The Quad/Graphics Bylaws provide that a special meeting may be called only by the board of directors, the Chairman of the Board, the Chief Executive Officer or the President and shall be called by the corporation upon the demand, in accordance with the Quad/Graphics Bylaws, of the holders of record of shares representing at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the special meeting.	The World Color Press Bylaws provide that directors of World Color Press may at any time call a special meeting of shareholders. In addition, holders of not less than 5% of the issued shares may requisition the directors to call a special meeting of the shareholders. Upon meeting the technical requirements set out in the CBCA for making such a requisition, the directors of World Color Press must call a meeting of shareholders. If the directors do not call such meeting within 21 days after receiving the requisition, any shareholder who signed the requisition may call the meeting.

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Quad/Graphics Common Shareholder
Rights

World Color Press Common Shareholder
Rights

Shareholders
Proposals:

The Quad/Graphics Bylaws provide that, in order for a shareholder to bring business before the annual meeting, the shareholder must give timely notice in proper written form to Quad/Graphics’ Secretary.

A shareholder’s notice must be delivered in writing and received by the Secretary at Quad/Graphics’ principal offices on or before December 31 of the year immediately preceding the annual meeting in order to be timely. However, in the event that the annual meeting of shareholders will not be held on or before May 1, such notice must be received no later than the day which is determined by adding the number of days between May 1 and the date of the annual meeting to December 31 of the immediately preceding year.

To be in proper written form, the notice must include, among other things, a brief description of the shareholder proposal, the reasons for making the proposal, the name and address of the shareholder making the proposal, the class and number of shares beneficially owned by, and any other economic or equity interests in the corporation owned or held by, such shareholder, a representation that such shareholder is a shareholder of record entitled to vote at the meeting and an explanation of any material interest such shareholder may have in the subject matter of the proposal. The shareholder must also comply with all applicable requirements of the Securities Exchange Act of 1934.

Under the CBCA, a registered or beneficial owner of (i) at least 1% of the total number of outstanding voting shares of World Color Press as of the day on which the shareholder submits a proposal or (ii) voting shares whose fair market value, as determined as at the close of business on the day before the shareholder submits the proposal to World Color Press, is at least CAD$2,000, who, in either case, has been a shareholder for six (6) months preceding the day that the shareholder submits the proposal, is entitled to submit to World Color Press a notice of any matter that the person proposes to raise at a meeting. Also, a shareholder of World Color Press may, subject to certain exceptions, include nominations for the election of directors if such proposal is signed by one or more holders of shares representing not less than 5% of World Color Press’ shares or 5% of the shares of a class of shares of World Color Press entitled to vote at the meeting. Notwithstanding the foregoing, these provisions do not preclude nominations made at meetings of shareholders.

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	Quad/Graphics Common Shareholder Rights	World Color Press Common Shareholder Rights

Quorum of Shareholders:	Pursuant to the WBCL and the Quad/Graphics Bylaws, the required quorum is a majority of the votes entitled to be cast on the matter. The trustees of the Quad/Graphics voting trust are expected to control shares representing at least a quorum following the consummation of the arrangement. See “Security Ownership of Certain Beneficial Owners and Management Quad/Graphics — Quad/Graphics Voting Trust” beginning on page 219 for more detail.	Pursuant to the World Color Press Bylaws, the required quorum is a holder or holders of not less than 10% of all shares of World Color Press, present in person, or represented by proxy or by an authorized representative, at the meeting. The quorum at any reconvened meeting of shareholders so adjourned is fixed at one shareholder present or represented in accordance with the World Color Press Bylaws. The reconvened meeting may then proceed to examine and dispose of the business for which it was called.

Written Consent of Shareholders:	Under the Quad/Graphics Bylaws and the WBCL, a resolution in writing signed by all of the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders.	Under the CBCA, a resolution in writing signed by all of the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders.

Appointment and Removal of Officers:	The Quad/Graphics Bylaws provide that the officers are chosen by the board of directors or, if so authorized by the board of directors, by any duly appointed officer. The board of directors annually elects the officers to one-year terms. Officers hold their offices until their successors are duly elected or appointed, or until the earlier of their death, resignation or removal. The Quad/Graphics Bylaws further provide that any officer may be removed, with or without cause, at any time by the board of directors, notwithstanding the contract rights, if any, of the officer removed.	Under the CBCA, the World Color Press board of directors may delegate to World Color Press’ officers the power to manage the business and affairs of the corporation, subject to certain exceptions. The board of directors annually elects the officers to one-year terms. Officers hold their offices until their successors are duly elected or appointed, or until their earlier death, resignation or removal. The World Color Press Bylaws are silent with respect to the removal of officers.

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Quad/Graphics Common Shareholder
Rights

World Color Press Common Shareholder
Rights

Anti-Takeover
Provisions and
Interested
Shareholders:

Except as may otherwise be provided by law, the required affirmative vote of shareholders of a Wisconsin corporation for certain significant corporate actions, including a merger or share exchange with another corporation, sale of all or substantially all of the corporate property and assets, or voluntary liquidation, is a majority of all the votes entitled to be cast on the transaction by each voting group of outstanding shares entitled to vote on the transaction. Various provisions of the WBCL, including Sections 180.1130 to 180.1134, Sections 180.1140 to 180.1144 and Section 180.1150, provide for additional votes or modify the voting standards if “interested” or “significant” shareholders are involved. See “Description of Quad/Graphics Capital Stock — Provisions of Wisconsin Law and Quad/Graphics Amended and Restated Articles of Incorporation and Amended Bylaws with Possible Anti-Takeover Effects — Wisconsin Statutes” beginning on page 225 for more detail.

Under the CBCA, for certain fundamental changes, World Color Press must obtain a special resolution of the shareholders, which must be passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution.

The CBCA does not contain any provision with respect to an acquisition by an interested shareholder. However, Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (sometimes referred to as MI 61-101) of the Canadian Securities Administrators contains requirements in connection with “related party transactions.” A related party transaction means, generally, any transaction by which an issuer, directly or indirectly: (i) acquires, sells, leases or transfers an asset; (ii) acquires or issues securities; (iii) assumes or becomes subject to a liability; or (iv) borrows money or lends money from or to, as the case may be, a related party by any means in any one or any combination of transactions. “Related party”, as defined in MI 61-101, includes (i) directors and senior officers of the issuer, (ii) holders of voting securities of the issuer carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities, and (iii) holders of a sufficient number of any securities of the issuer to materially affect control of the issuer.

MI 61-101 provides that, in connection with a “related party transaction” (in addition to any other required shareholder approval), World Color Press is required, subject to the availability of certain exceptions, to: (i) provide specific disclosure in the proxy circular sent to security holders in connection with a related party transaction where a meeting is required; (ii) obtain a formal valuation of the subject matter of the related party transaction and any non-cash consideration offered in connection therewith and provide a summary thereof in the proxy circular; and (iii) obtain the approval of a majority of the votes cast by shareholders other than the related party involved in the transaction.

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Quad/Graphics Common Shareholder
Rights

World Color Press Common Shareholder
Rights

Amendment to
Charter and
Bylaws:

According to the WBCL, a corporation’s articles of incorporation generally may be amended by the board of directors adopting a resolution setting forth the amendment proposed, followed by a vote of each voting group of outstanding shares entitled to vote on the proposed amendment at a meeting of shareholders, where such proposed amendment will be adopted if the votes cast favoring the amendment exceed the votes cast opposing the amendment.

The board of directors has the authority to adopt, amend or repeal the Quad/Graphics Bylaws by the affirmative vote of a majority of the number of directors present at a meeting of the board at which a quorum is present. The board of directors does not have the power to amend any bylaw or to reinstate any bylaw repealed by the shareholders if the shareholders so provided in adopting, amending or repealing such a particular bylaw.

The shareholders have the power to adopt, amend or repeal any of the bylaws of the corporation at any regular or special meeting of the shareholders at which a quorum is present.

The Quad/Graphics Charter provides that Sections 3.01 and 3.02 of the Quad/Graphics Bylaws (relating to the general powers, number, classification, tenure and qualifications of directors) may only be amended by an affirmative vote of 66-2/3% of the voting power of the then outstanding shares of Quad/Graphics entitled to vote; provided, however, that such sections may also be amended by a resolution adopted by the board of directors by an affirmative vote of two-thirds of the members of the board of directors plus one director.

The World Color Press Charter notes that for so long as any of the class A preferred shares are issued and outstanding, World Color Press will not at any time allow the World Color Press Charter to be amended to: (A) change the maximum number of class A preferred shares that World Color Press is authorized to issue; or (B) create any new class or series of shares having rights or privileges equal or superior to the class A preferred shares.

Additionally, under the CBCA, specific amendments to the World Color Press Charter must be authorized by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution. In addition, the holders of shares of a class or series are entitled to vote separately as a class or a series on proposals to amend the articles with respect to specific changes related to that class of shares or a class having rights or privileges equal or superior to the shares of that class.

The board of directors of World Color Press may, by resolution, make, amend or repeal a bylaw that regulates the business or affairs of the corporation. Where the directors make, amend or repeal a bylaw, they are required under the CBCA to submit the bylaw, amendment or repeal to the shareholders at the next meeting of shareholders, and the shareholders may confirm, reject or amend the bylaw, amendment or repeal by a resolution passed by a majority of the votes cast by shareholders who voted in respect of the resolution. If a bylaw, amendment or repeal is rejected by shareholders, or if the directors of World Color Press do not submit a bylaw, an amendment or a repeal to the shareholders at the next meeting of shareholders, the bylaw, amendment or repeal will cease to be effective, and no subsequent resolution of the directors to make, amend or repeal a bylaw having substantially the same purpose or effect will be effective until it is confirmed or confirmed as amended by the shareholders.

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	Quad/Graphics Common Shareholder Rights	World Color Press Common Shareholder Rights

	The trustees of the Quad/Graphics voting trust are expected to control at least 66-2/3% of the voting power of Quad/Graphics following the consummation of the arrangement. See “Security Ownership of Certain Beneficial Owners and Management Quad/Graphics — Quad/Graphics Voting Trust” beginning on page 219 for more detail.	Notwithstanding the CBCA provision noted above, the World Color Press Charter stipulates that the holders of common shares shall not be entitled to vote separately as a class on a proposal to amend the World Color Press Charter to increase the maximum number of class A preferred shares or exercise any dissent or appraisal rights under the CBCA in respect thereof.

Preemptive Rights:	The Quad/Graphics Charter does not provide for any preemptive rights for Quad/Graphics shareholders.	The World Color Press Charter does not provide for any preemptive rights for any class of World Color Press shareholders.

Rights of an Objecting Shareholder:	The WBCL generally provides a procedure for an objecting shareholder to seek the “fair value” of his or her shares when the shareholder objects to certain significant corporate actions, including certain mergers, share exchanges and the sale of all or substantially all of the corporate property and assets. In order to exercise such right to dissent, shareholders must follow the procedures set forth in the WBCL. Notwithstanding the foregoing, the WBCL generally provides that a shareholder of a Wisconsin corporation is not entitled to dissenters’ rights if the shares that he or she holds are listed on a national securities exchange or quoted on the National Association of Securities Dealers, Inc. automated quotation system on the record date in which the shareholders are to vote on the proposed corporate action.	Under the CBCA, shareholders have the right to dissent if World Color Press is subject to an order permitting the holder to dissent or if World Color Press resolves to amend the World Color Press Charter to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class, amend its charter to add, change or remove any restriction on the business that World Color Press may carry on, amalgamate other than by vertical or horizontal short-form amalgamation, be continued under the laws of any other jurisdiction, sell, lease or exchange all or substantially all of its property other than in the ordinary course of business or carry-out a going private transaction or a squeeze-out transaction, and receive payment of the fair value of their shares. In addition, a holder of any adversely affected shares has the right to dissent and receive payment for such shares if World Color Press amends the World Color Press Charter to affect the rights of such shares in ways specified in the CBCA. Based on the foregoing, dissent rights are available in connection with the consummation of the arrangement. See “The Special Meeting of World Color Press Shareholders — Dissent Rights” beginning on page 66 for more information.

Shareholder Rights Plan:	Quad/Graphics does not have in place a shareholder rights plan.	World Color Press has in place a shareholder rights plan, dated February 19, 2010, which replaced its previous shareholder rights plan that expired on February 20, 2010 and which is not applicable to the arrangement with Quad/Graphics.

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	Quad/Graphics Common Shareholder Rights	World Color Press Common Shareholder Rights

Stock Repurchase by Corporation:	Under the WBCL, a Wisconsin corporation may acquire its own shares and all shares so acquired after December 31, 1990 are considered issued shares but not outstanding shares, unless otherwise provided for in the articles of incorporation or resolved by the board of directors.	Under the CBCA, World Color Press may purchase or otherwise acquire shares issued by it, subject to passing the solvency test contained in the CBCA.

Inspection of Corporate Records:	Under WBCL, a shareholder of a corporation may inspect and copy the corporation’s bylaws, if any, as then in effect, during regular business hours at the corporation’s principal office. To inspect bylaws under this subsection, the shareholder must give the corporation written notice that complies with Section 180.0141 of his or her demand at least 5 business days before the date on which he or she wishes to inspect and copy the bylaws. A “qualified” shareholder may further inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation:	Under the CBCA, shareholders of World Color Press have the right to examine the corporate records, including the World Color Press Charter and World Color Press Bylaws, minutes of meetings and resolutions of World Color Press, during the usual business hours of the World Color Press. Also, upon receipt of an affidavit, World Color Press is required to allow shareholders access to the securities register of World Color Press during normal business hours and to provide a list of shareholders of World Color Press to the requesting shareholder setting out the names, number of shares owned and addresses of the World Color Press’ registered shareholders.

	· Excerpts from any minutes or records that the corporation is required to keep as permanent records;

	· Accounting records of the corporation; and

	· The record of shareholders.

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	Quad/Graphics Common Shareholder Rights	World Color Press Common Shareholder Rights

Derivative Action:	No such right exists under the WBCL.	Under the CBCA, a registered holder or beneficial owner, a former registered holder or beneficial owner of a security of World Color Press or any of its affiliates, a director or an officer, a former director or officer of World Color Press or any of its affiliates, the “Director” appointed under the CBCA or any other person who, in the discretion of a court, is a proper person to make an application, may apply to a court for leave to bring an action in the name and on behalf of World Color Press or any of its subsidiaries, or intervene in an action, for the purpose of prosecuting, defending or discontinuing the action on behalf of the body corporate. No action may be brought and no intervention in an action may be made unless the court is satisfied that the complainant has given notice to the directors of World Color Press or its subsidiary of the complainant’s intention to apply to the court within a specified time period, the complainant is acting in good faith and it appears to be in the interests of World Color Press or its subsidiary that the action be brought, prosecuted, defended or discontinued. In connection with such an action, the court has the power to make any order it thinks fit. In addition, under the CBCA, a court may order World Color Press or its subsidiary to pay the shareholder’s interim costs, including reasonable legal fees and disbursements.

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	Quad/Graphics Common Shareholder Rights	World Color Press Common Shareholder Rights

Oppression Remedy:	No such remedy exists under the WBCL.	The CBCA provides complainants (as defined below) with the right to seek an “oppression remedy” in certain circumstances. The oppression remedy provides the court with extremely broad and flexible jurisdiction to intervene in World Color Press’ affairs to protect shareholders and other complainants. Under the oppression remedy provisions of the CBCA, a court may make any order, both interim and final, against World Color Press if the court is satisfied upon application by a complainant that: (i) any act or omission of World Color Press effects a result; (ii) the business or affairs of World Color Press are or have been carried on or conducted in a manner; or (iii) the powers of the directors of World Color Press are or have been exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, any security holder, creditor, director or officer of World Color Press. A “complainant” means: (i) a present or former registered holder or beneficial owner of securities of World Color Press or any of its affiliates, (ii) a present or former officer or director of World Color Press or any of its affiliates; (iii) the “Director” appointed under the CBCA; and (iv) any other person who in the discretion of the court is a proper person to make such application.

Dividends	The Quad/Graphics Charter provides that holders of shares of Quad/Graphics class A stock, class B stock and class C stock are entitled, subject to the prior rights of holders of shares of Quad/Graphics preferred stock, if any, to receive any dividend declared by the board of directors of Quad/Graphics.	The World Color Press Charter provides that holders of World Color Press common shares are entitled, subject to the prior rights and participation rights of holders of World Color Press preferred shares, to receive any dividend declared by the board of directors of World Color Press.

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	Quad/Graphics Common Shareholder Rights	World Color Press Common Shareholder Rights

Source of Dividends	Dividends on the Quad/Graphics class A stock, class B stock and class C stock may be declared at the discretion of the board of directors of Quad/Graphics out of the assets and funds of Quad/Graphics. Under the WBCL, Quad/Graphics may pay dividends unless, after giving effect to any such dividend, (i) it would not be able to pay its debts as they become due in the usual course of business or (ii) its total assets would be less than the sum of its total liabilities plus (unless otherwise provided) the amount, if any, needed to satisfy the preferential rights on dissolution of any class or series of stock having superior preferential rights on dissolution.	Dividends on the World Color Press common shares may be declared at the discretion of the board of directors of World Color Press, to the exclusion of any other class or series of shares of World Color Press, but subject to the prior right and participation rights of holders of World Color Press preferred shares, out of the assets and funds of World Color Press. Under the CBCA, World Color Press may pay dividends unless there are reasonable grounds for believing that (i) it is, or would after such payment be, unable to pay its liabilities as they become due, or (ii) the realizable value of its assets would be less than the aggregate of its liabilities and stated capital of all classes of shares.

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EXPERTS

Quad/Graphics

The consolidated financial statements of Quad/Graphics included in this proxy circular/prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in this proxy circular/prospectus (which report expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph referring to the retrospective adoption of accounting standards related to accounting for the classification and measurements of redeemable equity, reporting earnings per share, disclosures for segment reporting, and accounting for uncertainty in income taxes on January 1, 2007, and accounting for noncontrolling interests on January 1, 2009) . Such consolidated financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

World Color Press

The consolidated financial statements as of December 31, 2009 and 2008 and for the seven months ended July 31, 2009 (fresh start reporting date), for the five months ended December 31, 2009, and for each of the years in the two-year period ended December 31, 2008 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2009, incorporated in this proxy circular/prospectus by reference from World Color Press’ annual report on Form 40-F for the year ended December 31, 2009, have been audited by KPMG LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference and have been so incorporated in reliance upon the reports of such firm and upon their authority as experts in accounting and auditing.

LEGAL MATTERS

The validity of the Quad/Graphics class A stock offered by this proxy circular/prospectus will be passed upon for Quad/Graphics by Foley & Lardner LLP, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. William J. Abraham, Jr., a partner in Foley & Lardner LLP, is a director of Quad/Graphics. As of February 19, 2010, Mr. Abraham did not own any shares of Quad/Graphics stock but had options to purchase 22,500 shares of Quad/Graphics class A stock.

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WHERE YOU CAN FIND MORE INFORMATION

World Color Press files reports and other information with the SEC. After the date of this proxy circular/prospectus, Quad/Graphics will file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any filed document at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at l-800-SEC-0330 for further information on the Public Reference Room. World Color Press’ and Quad/Graphics’ SEC filings also are available to the public from commercial document retrieval services and at the web site maintained by the SEC at www.sec.gov.

The SEC allows World Color Press to “incorporate by reference” information into this proxy circular/prospectus, which means that World Color Press can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy circular/prospectus, except for any information superseded by information in, or incorporated by reference in, this proxy circular/prospectus. This proxy circular/prospectus incorporates by reference the documents listed below that World Color Press has previously filed with the SEC. These documents contain important information about World Color Press and its financial position.

World Color Press SEC Filings (File No. 1-14118)		Filing Date

Annual Report on Form 40-F for the year ended December 31, 2009		March 1, 2010

Report on Form 6-K		March 1, 2010

Report on Form 6-K		February 23, 2010

Report on Form 6-K		February 22, 2010

Report on Form 6-K		January 27, 2010

World Color Press also is incorporating by reference all annual reports on Form 20-F or Form 40-F and any Form 6-K so designated, that World Color Press files with the SEC under Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934 between the date of this proxy circular/prospectus and the date of the World Color Press special meeting.

All information contained or incorporated by reference into this proxy circular/prospectus relating to World Color Press has been supplied by World Color Press.

Documents incorporated by reference are available from World Color Press without charge, excluding all exhibits unless World Color Press has specifically incorporated by reference an exhibit in this proxy circular/prospectus. Shareholders may obtain documents incorporated by reference into this proxy circular/prospectus by requesting them in writing or by telephone at the following address and telephone number:

World Color Press Inc.

Attention:

999 de Maisonneuve Blvd. West, Suite 1100

Montreal, Quebec

Canada H3A 3L4

(514) 954-0101

If you would like to request documents from World Color Press, please do so by , 2010, in order to receive them before the World Color Press special meeting.

You also can get more information by visiting World Color Press’ web site at www.worldcolor.com. Web site materials are not part of this proxy circular/prospectus.

We are responsible for the information contained and incorporated by reference in this proxy circular/prospectus. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. This proxy circular/prospectus is dated

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, 2010. You should not assume that the information contained in this proxy circular/prospectus is accurate as of any date other than such date, and neither the mailing of this proxy circular/prospectus to shareholders nor the issuance of shares of Quad/Graphics class A stock as contemplated by the arrangement agreement shall create any implication to the contrary.

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FINANCIAL STATEMENTS OF QUAD/GRAPHICS

Index to Consolidated Financial Statements

	Page Number
Report of Independent Registered Public Accounting Firm	FS-2

Consolidated Statements of Operations for each of the three years in the period ended December 31, 2009	FS-3

Consolidated Balance Sheets as of December 31, 2009 and 2008	FS-4

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2009	FS-5

Consolidated Statements of Redeemable Equity, Common Stock and Other Equity and Noncontrolling Interests	FS-6

Notes to Consolidated Financial Statements	FS-7

FS-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Quad/Graphics, Inc. and subsidiaries:

We have audited the accompanying consolidated balance sheets of Quad/Graphics, Inc. and subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations, redeemable equity, common stock and other equity and noncontrolling interests, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion . An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Quad/Graphics, Inc. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 24 to the consolidated financial statements, the Company retrospectively adopted accounting standards related to accounting for the classification and measurements of redeemable equity, reporting earnings per share, disclosures for segment reporting, and accounting for uncertainty in income taxes on January 1, 2007, and accounting for noncontrolling interests on January 1, 2009.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin

March 3, 2010

FS-2

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QUAD/GRAPHICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

	Year Ended December 31,
	2009			2008		2007
Net sales
Products	$	1,574.2		$	1,988.1	$	1,784.9
Services	214.3			278.6		263.9
Total net sales	1,788.5			2,266.7		2,048.8

Cost of sales
Products	1,129.3			1,483.3		1,240.5
Services	144.9			197.3		179.2
Total cost of sales	1,274.2			1,680.6		1,419.7

Selling, general and administrative expenses	194.0			196.7		193.3
Restructuring and impairment charges	11.2			10.8		4.2
Depreciation and amortization	196.7			204.3		184.9
Total operating expenses	1,676.1			2,092.4		1,802.1

Operating income	112.4			174.3		246.7

Interest expense	64.1			74.6		68.8

Earnings before income taxes and equity in earnings of unconsolidated entities	48.3			99.7		177.9

Income tax expense	1.5			3.7		2.0

Earnings before equity in earnings of unconsolidated entities	46.8			96.0		175.9

Equity in earnings of unconsolidated entities	6.3			4.5		0.5

Net earnings	$	53.1		$	100.5	$	176.4

Net (earnings) losses attributable to noncontrolling interests	(0.3		)	8.6		2.0

Net earnings attributable to Quad/Graphics common shareholders	$	52.8		$	109.1	$	178.4

Earnings per share attributable to Quad/Graphics common shareholders:

Basic	$	1.87		$	3.80	$	6.05

Diluted	$	1.81		$	3.67	$	5.83

Weighted average number of common shares outstanding:
Basic	28.3			28.7		29.5

Diluted	29.2			29.7		30.6

See accompanying Notes to Consolidated Financial Statements.

FS-3

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QUAD/GRAPHICS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except per share data)

	December 31,
	2009			2008
ASSETS
Cash and cash equivalents	$	8.9		$	18.8
Receivables, less allowances for doubtful accounts of $22.4 in 2009 and $26.9 in 2008	227.2			296.9
Inventories	87.3			100.8
Prepaid expenses and other current assets	7.4			9.2
Deferred income taxes	5.3			3.9

Total current assets	336.1			429.6

Property, plant and equipment—net	1,677.3			1,810.8
Goodwill	39.6			39.6
Other intangible assets—net	10.0			9.5
Equity method investments in unconsolidated entities	40.7			22.0
Other long-term assets	5.5			14.9

Total assets	$	2,109.2		$	2,326.4

LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	105.0		$	154.9
Tax distribution dividends payable	6.9			—
Accrued liabilities	144.8			186.8
Short-term and current portion of long-term debt	100.1			43.4
Current portion of capital lease obligations	7.6			7.3

Total current liabilities	364.4			392.4

Long-term debt	749.7			943.9
Capital lease obligations	15.8			23.4
Deferred income taxes	16.0			13.9
Other long-term liabilities	39.9			40.8

Total liabilities	1,185.8			1,414.4

Commitments and contingencies (Note 11)

Redeemable equity (Note 19)	141.5			166.5

Quad/Graphics common stock and other equity
Preferred stock, $0.01 par value; Authorized: 0.5 million shares; Issued: None	—			—
Common stock, Class A, $0.025 par value; Authorized: 80.0 million shares; Issued: 18.0 million shares in 2009 and 17.1 million shares in 2008	0.4			0.4
Common stock, Class B, $0.025 par value; Authorized: 80.0 million shares; Issued: 15.0 million shares in 2009 and 2008	0.4			0.4
Common stock, Class C, $0.025 par value; Authorized: 20.0 million shares; Issued: 0.2 million shares in 2009 and 2008	—			—
Additional paid-in capital	77.8			92.4
Treasury stock, at cost, 8.7 million shares in 2009 and 8.5 million shares in 2008	(304.5		)	(298.2		)
Retained earnings	1,011.2			961.1
Accumulated other comprehensive loss	(3.7		)	(10.6		)

Quad/Graphics common stock and other equity	781.6			745.5

Noncontrolling interests	0.3			—

Total common stock and other equity and noncontrolling interests	781.9			745.5

Total liabilities and shareholders’ equity	$	2,109.2		$	2,326.4

See accompanying Notes to Consolidated Financial Statements.

FS-4

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QUAD/GRAPHICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Year Ended December 31,
	2009			2008			2007
OPERATING ACTIVITIES
Net earnings	$	53.1		$	100.5		$	176.4
Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization	196.7			204.3			184.9
Impairment charges	—			8.9			1.1
Stock-based compensation charges	4.4			3.9			3.6
Gain on casualty insurance claim	(12.2		)	—			—
Loss (gain) on sales or disposal of property, plant and equipment	0.8			(0.4		)	1.5
Deferred income taxes	0.7			3.4			0.4
Equity in earnings of unconsolidated entities	(6.3		)	(4.5		)	(0.5		)
Dividends from unconsolidated entities	6.0			3.8			—

Changes in operating assets and liabilities—net of acquisitions:
Receivables	78.3			43.1			(8.7		)
Inventories	14.7			5.5			(10.8		)
Prepaid expenses and other current assets	1.9			(0.1		)	—
Accounts payable	(50.3		)	(45.4		)	6.3
Accrued liabilities	(39.7		)	(11.8		)	9.4
Other	(5.7		)	(3.2		)	(1.2		)

Net cash provided by operating activities	242.4			308.0			362.4

INVESTING ACTIVITIES
Purchases of property, plant and equipment	(87.8		)	(234.4		)	(135.2		)
Net proceeds from casualty insurance	19.2			—			—
Proceeds from the sale of property, plant and equipment	0.4			12.6			2.6
Acquisitions of businesses, net of cash acquired	—			(6.9		)	(10.2		)

Net cash used in investing activities	(68.2		)	(228.7		)	(142.8		)

FINANCING ACTIVITIES
Proceeds from issuance of long-term debt	—			80.2			—
Payments of long-term debt	(43.4		)	(145.0		)	(45.6		)
Payments of capital lease obligations	(7.1		)	(23.0		)	(9.2		)
Borrowings on revolving credit facilities	563.0			696.5			163.4
Payments on revolving credit facilities	(660.4		)	(570.2		)	(169.3		)
Proceeds from issuance of common stock	1.1			1.4			3.2
Purchase of treasury stock	(13.1		)	(51.7		)	(26.2		)
Payment of cash dividends	(14.1		)	(14.2		)	(29.3		)
Payment of tax distribution dividends	(10.6		)	(66.7		)	(79.8		)

Net cash used in financing activities	(184.6		)	(92.7		)	(192.8		)

Effect of exchange rates on cash and cash equivalents	0.5			(0.7		)	0.4

Net (decrease) increase in cash and cash equivalents	(9.9		)	(14.1		)	27.2

Cash and cash equivalents at beginning of year	18.8			32.9			5.7

Cash and cash equivalents at end of year	$	8.9		$	18.8		$	32.9

SUPPLEMENTAL NON-CASH DISCLOSURE
Acquisition of noncontrolling interest (Note 3)	$	8.9		$	—		$	—

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid, net of amounts capitalized	$	64.6		$	74.3		$	68.6
Income taxes (received) paid	(1.5		)	(2.3		)	1.3

See accompanying Notes to Consolidated Financial Statements.

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QUAD/GRAPHICS, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE EQUITY, COMMON STOCK AND OTHER EQUITY AND NONCONTROLLING INTERESTS

(in millions)

						Quad/Graphics Common Stock and Other Equity
	Redeemable Equity					Common Stock				Additional Paid-in			Treasury Stock					Retained			Accumulated Other Comprehensive			Quad/Graphics Common Stock and			Noncontrolling
	Shares		Amount			Shares		Amount		Capital			Shares		Amount			Earnings			Income (Loss)			Other Equity			Interests
Balance at January 1, 2007	5.2		$	245.3		31.6		$	0.8	$	102.3		(7.2	)	$	(233.0	)	$	745.7		$	(0.2	)	$	615.6		$	2.6

Cumulative effect of change in accounting principle - uncertain tax positions	—		—			—		—		—			—		—			(0.9		)	—			(0.9		)	—
Net earnings (loss)	—		—			—		—		—			—		—			178.4			—			178.4			(2.0		)
Acquisition of noncontrolling interest - net	—		—			—		—		—			—		—			—			—			—			8.0
Foreign currency translation adjustments	—		—			—		—		—			—		—			—			9.1			9.1			—
Unrealized gain on cash flow hedges	—		—			—		—		—			—		—			—			1.8			1.8			—
Cash dividends declared	—		(4.9		)	—		—		—			—		—			(24.4		)	—			(24.4		)	—
Tax distribution dividends declared	—		—			—		—		—			—		—			(77.0		)	—			(77.0		)	—
Purchase of treasury stock	—		—			—		—		—			(0.6	)	(26.2		)	—			—			(26.2		)	—
Elimination of redemption features	(0.5	)	(20.7		)	0.5		—		—			—		—			20.7			—			20.7			—
Stock-based compensation charges	—		3.6			—		—		—			—		—			—			—			—			—
Sale of stock for options exercised	0.2		3.2			(0.2	)	—		(3.8		)	0.2		7.0			(3.2		)	—			—			—
Increase in redemption value of redeemable equity	—		36.1			—		—		—			—		—			(36.1		)	—			(36.1		)	—

Balance at December 31, 2007	4.9		$	262.6		31.9		$	0.8	$	98.5		(7.6	)	$	(252.2	)	$	803.2		$	10.7		$	661.0		$	8.6

Net earnings (loss)	—		—			—		—		—			—		—			109.1			—			109.1			(8.6		)
Foreign currency translation adjustments	—		—			—		—		—			—		—			—			(17.8		)	(17.8		)	—
Unrealized loss on cash flow hedges	—		—			—		—		—			—		—			—			(3.5		)	(3.5		)	—
Cash dividends declared	—		(2.2		)	—		—		—			—		—			(12.0		)	—			(12.0		)	—
Tax distribution dividends declared	—		—			—		—		—			—		—			(37.0		)	—			(37.0		)	—
Purchase of treasury stock	—		—			—		—		—			(1.1	)	(51.7		)	—			—			(51.7		)	—
Elimination of redemption features	(0.6	)	(27.8		)	0.6		—		—			—		—			27.8			—			27.8			—
Stock-based compensation charges	—		3.9			—		—		—			—		—			—			—			—			—
Sale of stock for options exercised	0.2		1.4			(0.2	)	—		(6.1		)	0.2		5.7			(1.4		)	—			(1.8		)	—
Decrease in redemption value of redeemable equity	—		(71.4		)	—		—		—			—		—			71.4			—			71.4			—

Balance at December 31, 2008	4.5		$	166.5		32.3		$	0.8	$	92.4		(8.5	)	$	(298.2	)	$	961.1		$	(10.6	)	$	745.5		$	—

Net earnings	—		—			—		—		—			—		—			52.8			—			52.8			0.3
Foreign currency translation adjustments	—		—			—		—		—			—		—			—			4.4			4.4			—
Unrealized gain on cash flow hedges	—		—			—		—		—			—		—			—			2.5			2.5			—
Cash dividends declared	—		(1.8		)	—		—		—			—		—			(12.3		)	—			(12.3		)	—
Tax distribution dividends declared	—		—			—		—		—			—		—			(18.0		)	—			(18.0		)	—
Purchase of treasury stock	—		—			—		—		—			(0.4	)	(13.1		)	—			—			(13.1		)	—
Elimination of redemption features	(1.1	)	(35.1		)	1.1		—		—			—		—			35.1			—			35.1			—
Stock-based compensation charges	—		4.4			—		—		—			—		—			—			—			—			—
Sale of stock for options exercised	0.2		1.1			(0.2	)	—		(5.7		)	0.2		6.8			(1.1		)	—			—			—
Increase in redemption value of redeemable equity	—		6.4			—		—		—			—		—			(6.4		)	—			(6.4		)	—
Acquisition of noncontrolling interest	—		—			—		—		(8.9		)	—		—			—			—			(8.9		)	—

Balance at December 31, 2009	3.6		$	141.5		33.2		$	0.8	$	77.8		(8.7	)	$	(304.5	)	$	1,011.2		$	(3.7	)	$	781.6		$	0.3

See accompanying Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 1. Summary of Significant Accounting Policies

Nature of Operations —Quad/Graphics, Inc. and its subsidiaries (the “Company” or “Quad/Graphics”) operates primarily in the commercial print portion of the printing industry as a printer of catalogs, consumer magazines, special interest publications, direct marketing materials and retail inserts. The Company also provides imaging and logistics services for its customers. The Company’s products are sold primarily throughout the United States, Europe and South America to catalogers, publishers and retailers. Additionally, the Company manufactures printing-related auxiliary equipment that is sold to original equipment manufacturers and printing companies throughout the world.

Principles of Consolidation and Basis of Presentation —The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and controlled majority owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accounts of businesses acquired during 2009, 2008 and 2007 are included in the consolidated financial statements from the dates of acquisition. Intercompany transactions and balances have been eliminated in consolidation. Investments in entities where the Company has both the ability to exert significant influence but not control and an ownership interest of 50% or less but more than 20% are accounted for using the equity method of accounting.

The Company’s international operations are conducted through three foreign commercial printers: Quad/Winkowski Sp. z o.o. (“Quad/Winkowski”) located in Poland, Anselmo L. Morvillo S.A. (“Morvillo”) located in Argentina, and Plural Editora e Gráfica, Ltda. (“Plural”) located in Brazil. The balance sheets of Quad/Winkowski are consolidated in the December 31, 2009 and 2008 consolidated balance sheets. The results of operations of Quad/Winkowski are consolidated into the consolidated financial statements of the Company since December 7, 2007, when the Company acquired an additional 26% interest, increasing the Company’s ownership from 42% to 68%. Effective January 30, 2009, the Company acquired the final 32% interest in Quad/Winkowski. The financial statements of Morvillo are consolidated into the consolidated financial statements of the Company in all periods presented, as the Company has an 85% ownership interest. The Company has a 49% ownership interest in Plural and accounts for it using the equity method of accounting in all periods presented.

Use of Estimates —The preparation of consolidated financial statements, in conformity with GAAP, requires the use of management’s estimates and assumptions that affect the reported assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.

Revenue Recognition —The Company recognizes its printing revenues upon transfer of title and the passage of risk of loss, which is generally upon shipment to the customer. Under agreements with certain customers, products may be stored by the Company for future delivery. In these situations, the Company may receive warehouse management fees for the services it provides. In certain of these cases, delivery and billing schedules are outlined in the customer agreement and product revenue is recognized when manufacturing is complete, title and risk of loss transfer to the customer, and there is a reasonable assurance as to collectability. Product returns are not significant because the majority of products are customized; however, the Company accrues for the estimated amount of customer credits at the time of sale based on historical experience and known trends.

Revenue from services is recognized as services are performed. Revenues related to the Company’s imaging operations, which include digital content management, photography, color services and page production, are recognized in accordance with the terms of the contract, typically upon completion of the performed service and acceptance by the customer. With respect to the Company’s logistics operations, which includes the delivery of printed material, the Company recognizes revenue upon completion of the delivery of services.

The Company also manufactures printing-related auxiliary equipment to ensure industry leading technology for its own printing operations as well as to sell to other businesses. Revenue is recognized for the equipment sales at time of shipment. Services revenues related to the installation of equipment at customer sites are recognized upon completion of the installation. Payments can be received from customers during the manufacture of equipment and prior to shipment, or in the case of the installation services prior to completion of the installation. In all cases when payments are received in advance of meeting the applicable revenue recognition criteria, deferred revenue is recorded until the criteria are subsequently met.

As services account for greater than 10% of the Company’s consolidated net sales, the net sales and related costs of sales of products and services have been included as separate line items in the consolidated statements of operations.

Certain revenues earned by the Company require judgment to determine if revenue should be recorded gross as a principal or net of related costs as an agent. Billings for third-party shipping and handling costs, primarily in the Company’s logistics operations, and out-of-pocket expenses are recorded gross. Many of the Company’s operations process materials, primarily paper, that may be supplied directly by customers or may be purchased by the Company and sold to customers. No revenue is recognized for customer-supplied paper. Revenues for Company-supplied paper are recognized on a gross basis.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Financial Instruments —The Company uses derivative financial instruments for the purpose of hedging commodity and foreign exchange exposures that exist as part of ongoing business operations, including natural gas forward purchase contracts and foreign exchange contracts. As a policy, the Company does not engage in speculative or leveraged transactions, nor does the Company hold or issue financial instruments for trading purposes.

Derivative instruments are recorded on the consolidated balance sheets as either assets or liabilities measured at their fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portion of the changes in the fair value of the derivative are recorded as a component of accumulated other comprehensive income (loss) and recognized in the consolidated statements of operations when the hedged item affects earnings.

The ineffective portions of the changes in the fair value of hedges are recognized in earnings. Cash flows from derivatives that are accounted for as cash flow or fair value hedges are included in the consolidated statements of cash flows in the same category as the item being hedged.

Fair Value Measurement— Effective January 1, 2008, the Company adopted the authoritative guidance for fair value measurements and disclosure with respect to financial assets and liabilities. Effective January 1, 2009, the Company adopted the non-financial assets and liabilities provisions. The guidance clarifies the definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value, and expands disclosures about fair value measurements.

Research and development —Research and development costs related to the development of new products or the adaptation of existing products are expensed as incurred, included in cost of sales and totaled $14.3 million, $14.8 million and $16.4 million during the years ended December 31, 2009, 2008 and 2007, respectively.

Cash and cash equivalents —The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Receivables— Receivables are stated net of allowances for doubtful accounts and primarily include trade receivables and notes receivable. No single customer comprised more than 10% of the Company’s consolidated net sales in 2009, 2008 or 2007 or 10% of the Company’s consolidated accounts receivable as of December 31, 2009 or 2008. Specific customer provisions are made when a review of significant outstanding amounts, utilizing information about customer creditworthiness and current economic trends, indicates that collection is doubtful. In addition, provisions are made at differing rates, based upon the age of the receivable and the Company’s historical collection experience.

Inventories — Inventories include material, labor, and factory overhead and are stated at the lower of cost or market. Inventories of domestic paper and ink (24% and 32% of total inventories at December 31, 2009 and 2008, respectively) are stated at the lower of cost or market on a last-in, first-out (“LIFO”) basis. The remaining inventories are valued using the first-in, first-out (“FIFO”) method and consist primarily of work in process, other raw materials and international inventories.

Property, plant and equipment —Property, plant and equipment are recorded at cost, and are depreciated over the estimated useful lives of the assets using the straight-line method for financial reporting purposes.

Asset Category		Range of Useful Lives
Buildings		10 to 40 Years
Machinery and equipment		5 to 15 Years
Other		3 to 10 Years

Major improvements that extend the useful lives of existing assets are capitalized and charged to the asset accounts while repairs and maintenance, which do not improve or extend the useful lives of the respective assets, are expensed as incurred. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the respective asset.

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Long-Lived and Other Intangible Assets — Identifiable intangible assets, except for those intangible assets with indefinite lives, are recognized apart from goodwill and are amortized over their estimated useful lives. Identifiable intangible assets with indefinite lives are not amortized. The Company evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of long-lived and other finite-lived intangible assets may warrant revision or that the remaining balance of an asset may not be recoverable. The measurement of possible impairment is based on fair value of the assets generally estimated by the ability to recover the balance of assets from expected future operating cash flows on an undiscounted basis. If impairment is determined to exist, any related impairment loss is calculated based on the fair value of the asset.

Goodwill and Indefinite-lived Intangible Assets —Goodwill and indefinite-lived intangible assets are reviewed annually for impairment as of October 31 or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying value. In performing this analysis, the Company compares each reporting unit’s fair value estimated based on comparable company market valuations and/or expected future discounted cash flows to be generated by the reporting unit to its carrying value. If the carrying value exceeds the reporting unit’s fair value, the Company performs a fair value measurement calculation to determine the impairment loss, which would be charged to operations in the period identified.

Income Taxes —Effective January 1, 2005, the Company changed the tax status of certain entities within the Company to S corporation status under the provisions of the Internal Revenue Code. As such, these entities within the Company generally are no longer subject to income taxes for federal and state income tax purposes.

Certain entities, representing less than 5% of the Company’s book and taxable income, have remained C corporations for administrative and legal purposes. The C corporations are taxable at the entity level. Likewise, certain states impose entity-level taxes on the S corporations. The Company has recorded deferred income taxes on temporary differences in the financial reporting and income tax basis of certain assets and liabilities at applicable income tax rates for those entities which are subject to tax at the entity level.

Effective January 1, 2007, the Company adopted the provisions of a new accounting standard, which clarifies the accounting for and disclosure of uncertain tax positions. Under the new accounting standard, the Company recognizes a tax position in its consolidated financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. This recognized tax position is then measured at the largest amount of benefit that is greater than fifty-percent likely of being recognized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.

The determination of the Company’s worldwide tax provision and related tax assets and liabilities requires the use of significant judgment, estimates, and the interpretation of complex tax laws. In the ordinary course of business, there are transactions and calculations where the final tax outcome is uncertain. While the Company believes it has the appropriate support for the positions taken, certain positions may be successfully challenged by taxing authorities. The Company applies the provisions of the authoritative guidance on accounting for uncertain tax positions to determine the appropriate amount of tax benefits to be recognized with respect to uncertain tax positions. The determination of the Company’s worldwide tax provision includes the impact of any changes to the amount of tax benefits recognized with respect to uncertain tax positions.

Stock-Based Compensation —The Company recognizes stock-based compensation expense for all stock-based awards made to employees and directors. The Company recognizes compensation expense based on the fair value of the instrument at the time of grant and is recognized as expense over the vesting period.

Accumulated Other Comprehensive Income (Loss) — The assets and liabilities of the Company’s international operations are translated into United States dollars at each balance sheet date, and income and expense items are translated using the average exchange rate during the respective period in which the transactions occurred. The resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss) included in shareholders’ equity. The effective portion of the changes in the fair value of cash flow hedges are recorded as a separate component of accumulated other comprehensive income (loss) included in shareholders’ equity and recognized in the consolidated statements of operations when the hedged item affects earnings. The components of accumulated other comprehensive income (loss) consists of the following at December 31:

	2009			2008			2007
Translation adjustments	$	(3.7	)	$	(8.1	)	$	9.7
Unrealized (loss) gain on cash flow hedges	—			(2.5		)	1.0

Accumulated other comprehensive (loss) income	$	(3.7	)	$	(10.6	)	$	10.7

Foreign exchange transactions resulted in losses of $3.0 million in 2009, $1.6 million in 2008 and $0.3 million in 2007.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 2. Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued accounting guidance which introduces a requirement to perform ongoing assessments to determine whether an entity is a variable interest entity and whether an enterprise is the primary beneficiary of a variable interest entity. In addition, this accounting guidance clarifies that the enterprise that is required to consolidate a variable interest entity will have a controlling financial interest evidenced by (1) the power to direct the activities that most significantly affect the entity’s economic performance, and (2) the obligation to absorb losses or the right to receive benefits that are potentially significant to the variable interest entity. Additional disclosures are required regarding involvement with variable interest entities, as well as the methodology used to determine the primary beneficiary of any variable interest entities. This standard will be effective for the Company beginning January 1, 2010, and the Company does not anticipate a material impact to the Company’s consolidated financial statements. As of December 31, 2009, the Company did not have any variable interest entities.

In May 2009, the FASB issued accounting guidance that defines subsequent events as events or transactions that occur after the balance sheet date, but before the consolidated financial statements are issued. It defines two types of subsequent events: recognized subsequent events, which provide additional evidence about conditions that existed at the balance sheet date, and non-recognized subsequent events, which provide evidence about conditions that did not exist at the balance sheet date, but arose before the consolidated financial statements were issued. Recognized subsequent events are required to be recognized in the consolidated financial statements, and non-recognized subsequent events are required to be disclosed. The statement requires entities to disclose the date through which subsequent events have been evaluated, and the basis for that date. The adoption of the accounting guidance is consistent with current practice and did not have any impact on the Company’s consolidated financial statements.

In March 2008, the FASB issued accounting guidance which requires expanded disclosures about derivative instruments and hedging activities. The Company adopted this guidance effective January 1, 2009, and the adoption of the accounting guidance did not have a material effect on the Company’s consolidated financial statements.

In December 2007, the FASB issued accounting guidance that amends the accounting and reporting for noncontrolling interests in a consolidated subsidiary and the deconsolidation of a subsidiary. The Company now reports noncontrolling interests in subsidiaries as a separate component of equity in the consolidated financial statements and reports both net (earnings) losses attributable to noncontrolling interests and net earnings attributable to Quad/Graphics common shareholders on the face of the consolidated statement of operations. The accounting guidance applies prospectively, except for presentation and disclosure requirements, which are applied retrospectively. The Company adopted this accounting guidance effective January 1, 2009, and the adoption of the accounting guidance did not have a material effect on the Company’s consolidated financial statements.

In December 2007, the FASB issued accounting guidance on business combinations, which requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, at their fair values as of that date. Acquisition-related transaction and restructuring costs will be expensed rather than treated as acquisition costs and included in the amount recorded for assets acquired. The magnitude of this impact will be dependent on the number, size, and nature of acquisitions in periods subsequent to adoption. The Company adopted this accounting guidance effective January 1, 2009 and the adoption of the accounting guidance did not have a material impact on the Company’s consolidated financial statements.

In February 2007, the FASB issued accounting guidance that allows companies to choose to elect, at specified dates, to measure eligible financial instruments at fair value. The Company adopted this accounting guidance as of January 1, 2008 and did not elect the fair value option for any of the financial assets or financial liabilities, and accordingly, the adoption of this guidance had no impact on the Company’s consolidated financial statements.

In September 2006, the FASB issued accounting guidance that defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It also establishes a fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability. The Company adopted this guidance for financial assets and liabilities effective January 1, 2008, and for non-financial assets and liabilities effective January 1, 2009. The adoption of the new accounting guidance did not have a material impact on the Company’s consolidated financial statements.

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 3. Acquisitions

2009 Acquisitions

On January 30, 2009, the Company acquired the final 32% interest in Quad/Winkowski to increase the Company’s ownership to 100% in exchange for fair value consideration of $8.9 million. Quad/Winkowski’s operations are included in the International segment.

2008 Acquisitions

On April 28, 2008, the Company acquired 100% of the voting stock of Vigitek Limited (“Vigitek”) from Vigitek Holdings, Ltd. for $6.9 million. Vigitek is a provider of print defect detection equipment for the packaging industry and is located in Limerick, Ireland. The results of operations are included in the consolidated financial statements of the Company and are included since the acquisition date. Vigitek’s operations are included in the U.S. Print and Related Services segment. The allocation of the purchase price was based upon the estimated fair value of the assets acquired and liabilities assumed as follows:

Fair value of tangible assets acquired	$	3.2
Other intangible assets - net	5.2
Fair value of liabilities assumed	(1.5		)
Cash paid for net assets acquired	$	6.9

2007 Acquisitions

On December 7, 2007, the Company purchased an additional 26% interest in Quad/Winkowski for $8.1 million, increasing the Company’s ownership from 42% to 68%. Quad/Winkowski is a commercial printer and is located in Poland. The investment in Quad/Winkowski was accounted for using the equity method of accounting through December 7, 2007. The balance sheet of Quad/Winkowski is consolidated in the December 31, 2009 and 2008 consolidated balance sheets. The results of operations are included in the consolidated financial statements of the Company since December 7, 2007. Quad/Winkowski’s operations are included in the International segment. The allocation of the purchase price was based upon the fair value of the assets acquired and liabilities assumed as follows:

Accounts receivable - net	$	44.3
Inventories	22.2
Other current assets	1.7
Property, plant and equipment - net	211.4
Other noncurrent assets	4.3
Total assets	$	283.9

Fair value of liabilities assumed	(252.3		)
Cash received	(0.9		)
Noncontrolling interest	(9.8		)
Other noncurrent assets	(12.8		)
Cash paid for net assets acquired	$	8.1

During the year ended December 31, 2007, the Company purchased the remaining noncontrolling interest of Openfirst for $2.1 million. Openfirst is a direct mail communications provider located in Milwaukee, Wisconsin, and Fredericksburg, Virginia. The results of operations are included in the consolidated financial statements of the Company since the initial acquisition date of July 5, 2006. Openfirst operations are included in the U.S. Print and Related Services segment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 4. Restructuring and Impairment

The Company recorded restructuring and impairment charges of $11.2 million, $10.8 million and $4.2 million for the years ended December 31, 2009, 2008 and 2007, respectively.

The restructuring charges recorded are based on restructuring plans that have been committed to by management and are, in part, based upon management’s best estimates of future events. Changes to the estimates may require future adjustments to the restructuring liabilities.

A reconciliation of the Company’s restructuring activity for 2009 and 2008 is as follows:

	Employee Terminations			Impairment			Other Charges		Total
Ending balance, December 31, 2007	$	—		$	—		$	—	$	—

Equipment capacity reductions	—			8.9			—		8.9
Lease termination costs	—			—			0.3		0.3
Headcount reductions	1.6			—			—		1.6
Cash payments	(1.5		)	—			—		(1.5		)
Non-cash write-offs	—			(8.9		)	—		(8.9		)

Ending balance, December 31, 2008	$	0.1		$	—		$	0.3	$	0.4

Equipment capacity reductions	—			—			—		—
Lease termination costs	—			—			1.1		1.1
Headcount reductions	10.1			—			—		10.1
Cash payments	(10.1		)	—			—		(10.1		)
Non-cash write-offs	—			—			—		—

Ending balance, December 31, 2009	$	0.1		$	—		$	1.4	$	1.5

Restructuring and impairment charges in 2009 related to the U.S. Print and Related Services segment included $9.8 million for headcount reductions and $1.1 million related to lease exit costs. The headcount reductions included 739 employees, of which all ceased employment during 2009. Payments associated with these employee terminations were complete by the end of 2009. The charges in 2009 related to the International segment included $0.3 million for headcount reductions. The headcount reductions included 226 employees, of which all ceased employment during 2009. Payments associated with these employee terminations were substantially complete by the end of 2009.

Restructuring and impairment charges in 2008 related to the U.S. Print and Related Services segment included $7.8 million for the impairment of idled property, plant and equipment, $0.3 million related to lease exit costs and $1.6 million for headcount reductions. The headcount reductions included 100 employees, of which all ceased employment as of December 31, 2008. Payments associated with these employee terminations were substantially complete by the end of 2008. The charges in 2008 related to the International segment included $1.1 million for the impairment of idled property, plant and equipment.

Restructuring and impairment charges in 2007 related to the U.S. Print and Related Services segment included $1.1 million for the impairment of property, plant and equipment, $1.7 million for headcount reductions and $1.4 million for other restructuring charges. The headcount reductions included 56 employees, of which all ceased employment as of December 31, 2007. All payments associated with these employee terminations were complete prior to the end of 2007. There were no restructuring and impairment charges related to the International segment during 2007.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 5. Goodwill and Other Intangible Assets

Goodwill at December 31, 2009 and 2008 was as follows:

	U.S. Print and Related Services		International		Total
Balance at December 31, 2007	$	37.5	$	2.1	$	39.6
Acquisitions	—		—		—

Balance at December 31, 2008	$	37.5	$	2.1	$	39.6
Acquisitions	—		—		—

Balance at December 31, 2009	$	37.5	$	2.1	$	39.6

Based on the assessments completed at October 31, 2009, there were no indications of impairment in the Company’s goodwill and indefinite-lived intangible assets. The fair value of all reporting units is substantially in excess of the carrying value. Goodwill at December 31, 2009 and 2008 did not include any accumulated impairment losses.

The components of other intangible assets at December 31, 2009 and 2008 were as follows:

	December 31, 2009								December 31, 2008
	Weighted Average Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization and Foreign Exchange			Net Book Value		Weighted Average Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization and Foreign Exchange			Net Book Value
Finite-lived intangible assets
Trademarks, patents, licenses and agreements	5	$	10.1	$	(8.9	)	$	1.2	5	$	9.9	$	(8.0	)	$	1.9
Capitalized software	5	4.1		(0.1		)	4.0		5	1.5		—			1.5
Acquired technology	5	5.3		(1.7		)	3.6		5	5.2		(0.3		)	4.9

Total finite-lived intangible assets		19.5		(10.7		)	8.8			16.6		(8.3		)	8.3
Other indefinite-lived intangible assets		1.2		—			1.2			1.2		—			1.2

Total other intangible assets		$	20.7	$	(10.7	)	$	10.0		$	17.8	$	(8.3	)	$	9.5

During the years ended December 31, 2009 and 2008, the Company recorded additions to intangible assets of $2.9 million and $7.8 million, respectively, as a result of capitalized software internally generated and the purchase of identifiable intangible assets with the acquisition of Vigitek.

Amortization expense for other intangibles was $2.1 million, $2.2 million and $1.4 million for the years ended December 31, 2009, 2008 and 2007, respectively. The following table outlines the estimated future amortization expense related to intangible assets as of December 31, 2009:

2010	$	1.8
2011	1.8
2012	1.8
2013	1.7
2014	1.7
Total	$	8.8

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 6. Receivables

Transactions affecting the allowance for doubtful accounts during the years ended December 31, 2009, 2008 and 2007 were as follows:

	Years Ended December 31,
	2009			2008			2007

Balance, beginning of year	$	26.9		$	22.8		$	13.5
Provisions charged to expense	21.9			9.0			11.2
Write-offs	(26.4		)	(4.9		)	(1.9		)

Balance, end of year	$	22.4		$	26.9		$	22.8

Note 7. Inventories

The components of the Company’s inventories at December 31, 2009 and 2008 were as follows:

	December 31,
	2009		2008
Raw materials and manufacturing supplies	$	61.3	$	78.4
Work in process	16.6		19.7
Finished goods	9.4		6.2
LIFO reserve	—		(3.5		)

Total	$	87.3	$	100.8

The Company recognized LIFO (benefit) expense of $(3.5) million, $1.0 million and $0.4 million at December 31, 2009, 2008 and 2007, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 8. Property, Plant and Equipment

The components of the Company’s property, plant and equipment at December 31, 2009 and December 31, 2008 were as follows:

	December 31,
	2009			2008
Land	$	74.2		$	75.3
Buildings	731.9			745.8
Machinery and equipment	2,821.1			2,779.4
Other	151.5			162.9
Construction in progress	20.1			22.2
	3,798.8			3,785.6

Less: Accumulated depreciation	(2,121.5		)	(1,974.8		)

Total	$	1,677.3		$	1,810.8

Other consists of computer equipment, vehicles, furniture and fixtures and communication related equipment. At December 31, 2009, no events or changes in circumstances indicate that the carrying value of such property, plant and equipment may not be recoverable. During 2008, the Company recorded an impairment charge of $8.9 million to reduce the carrying amount of certain production equipment to the estimated fair value.

The Company recognized depreciation expense of $194.6 million, $202.1 million and $183.5 million, at December 31, 2009, 2008 and 2007.

During 2009, a fire at the Company’s West Virginia location damaged equipment and other property within the facility. The Company received $19.2 million from the insurance carrier relating to final settlement on this equipment. A casualty gain of $12.2 million was recorded in selling, general and administrative expenses for this equipment during the year ended December 31, 2009.

The Company has received reimbursement for cleanup and repair costs incurred and is continuing to pursue claims related to ongoing cleanup costs resulting from the fire. Such remaining claims are not expected to have a material impact on the consolidated financial statements and will be recognized in the consolidated financial statements upon receipt from the insurance carrier.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 9. Equity Method Investments in Unconsolidated Entities

The Company has a 49% ownership interest in Plural and it is accounted for using the equity method of accounting in all periods presented. The Company’s percentage of Plural’s net results of operations is recorded in the line item entitled equity in earnings from unconsolidated entities in the Company’s consolidated statements of operations.

The condensed balance sheets for Plural as of December 31, 2009 and 2008 are presented below:

	December 31,
	2009			2008

Current assets	$		42.2	$		26.1
Noncurrent assets	73.9			58.8

Total assets	$		116.1	$		84.9

	December 31,
	2009			2008

Current liabilities	$		32.7	$		22.9
Noncurrent liabilities	16.7			12.9

Total liabilities	$	49.4		$	35.8

The condensed statements of operations for Plural for the twelve months ended December 31, 2009, 2008 and 2007 are presented below:

	December 31,
	2009		2008		2007

Net sales	$	143.1	$	114.5	$	101.2
Operating income	18.4		11.9		17.2
Net earnings	12.8		9.1		13.8

Prior to the Company acquiring a controlling interest in Quad/Winkowski on December 7, 2007, the Company recognized a loss of $6.3 million related to its 42% interest in Quad/Winkowski.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 10. Accrued Liabilities

The components of the Company’s accrued liabilities at December 31, 2009 and 2008 were as follows:

	December 31,
	2009		2008
Employee-related liabilities	$	68.6	$	94.5
Taxes, other than income taxes	21.0		19.5
Interest and rent	12.3		13.4
Other	42.9		59.4

Total accrued liabilities	$	144.8	$	186.8

Employee-related liabilities consist primarily of payroll, bonus and profit sharing, vacation, health and workers’ compensation.

Note 11. Commitments and Contingencies

Commitments

The Company had firm commitments of approximately $8.3 million to purchase press and finishing equipment at December 31, 2009.

Litigation

In the normal course of business, the Company and its subsidiaries are named as defendants in various other lawsuits in which claims are asserted against the Company. In the opinion of management, the liabilities, if any, which ultimately result from such lawsuits are not expected to have a material adverse effect on the consolidated financial statements of the Company.

Note 12. Personal Enrichment Plan

The Company has a Personal Enrichment Plan (the “Plan”), which has two main components, profit sharing and 401(k) that covers substantially all U.S. employees. The profit sharing feature of the Plan is noncontributory and is invested in Company stock and diversified mutual funds. Annual profit sharing cash contributions are made at the discretion of the Company’s Board of Directors and totaled $0.0, $22.0 million and $32.0 million during the years ended December 31, 2009, 2008 and 2007, respectively. The 401(k) feature of the Plan includes employee contributions that are partially matched by the Company and are entirely invested in diversified mutual funds in accordance with criteria set forth in the Plan. Company 401(k) matching contributions were $6.0 million, $6.8 million and $6.5 million during the years ended December 31, 2009, 2008 and 2007, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 13. Income Taxes

Income taxes have been based on the following components of earnings before income taxes and equity in earnings of unconsolidated entities for the years ended December 31, 2009, 2008 and 2007:

	2009			2008			2007
U.S.	$	72.6		$	126.1		$	180.5
Foreign	(24.3		)	(26.4		)	(2.6		)

Total	$	48.3		$	99.7		$	177.9

The components of income tax expense for the years ended December 31, 2009, 2008 and 2007 were as follows:

	2009			2008			2007
Federal:
Current	$	(1.5	)	$	(2.9	)	$	1.2
Deferred	2.2			1.2			0.8
State:
Current	1.7			3.0			(0.1		)
Deferred	—			3.7			(0.3		)
Foreign:
Current	0.6			0.2			0.5
Deferred	(1.5		)	(1.5		)	(0.1		)

Total	$	1.5		$	3.7		$	2.0

The following table outlines the reconciliation of differences between the Federal statutory tax rate and the Company’s effective tax rate:

	2009		2008		2007
Federal statutory rate	35.0	%	35.0	%	35.0	%
Tax adjustment due to S corporation status	(36.0	)	(34.2	)	(34.7	)
Foreign earnings taxed at other than U.S. rate	(1.5	)	(1.5	)	—
State taxes	1.6		5.0		1.0
Adjustment of uncertain tax positions / interest on tax reserves	2.0		0.1		(0.4	)
Other	2.0		(0.7	)	0.2

Effective income tax rate	3.1	%	3.7	%	1.1	%

Deferred income taxes

The significant deferred tax assets and liabilities at December 31, 2009 and 2008 were as follows:

	December 31,
	2009			2008
Deferred tax assets:
Accrued liabilities	$	6.5		$	5.5
Net operating loss and other tax carryforwards	50.3			49.0
Other	0.9			0.3

Total deferred tax assets	57.7			54.8
Valuation allowance	(40.8		)	(40.2		)

Net deferred tax assets	16.9			14.6

Deferred tax liabilities:
Accelerated depreciation	(25.8		)	(23.5		)
Other	(1.8		)	(1.1		)

Total deferred tax liabilities	(27.6		)	(24.6		)

Net deferred tax liabilities	$	(10.7	)	$	(10.0	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

The net deferred tax assets (liabilities) above are classified in the consolidated balance sheets as follows:

	2009			2008
Net current deferred tax assets	$	5.3		$	3.9
Net long-term deferred tax liabilities	(16.0		)	(13.9		)

Net deferred tax liabilities	$	(10.7	)	$	(10.0	)

At December 31, 2009, the Company had foreign net operating loss carry forwards of $84.4 million and state net operating loss carry forwards of $97.1 million. Of the foreign net operating loss carry forwards, $35.3 million is available without expiration while the remainder expires through 2018. The state net operating loss carry forwards expire in varying amounts beginning in 2010 and continuing through 2029. The Company also has $27.8 million of various state credit carry forwards of which $3.6 million is available without expiration while the remainder expires beginning in 2010 through 2024. At December 31, 2009, the Company has recorded a valuation allowance of $40.8 million against deferred tax assets that are not expected to be realized.

The Company’s policy is to remit earnings from foreign subsidiaries only to the extent any resultant foreign income taxes are creditable in the United States. The Company considers all other earnings to be permanently invested. Accordingly, the Company does not currently provide for the additional United States and foreign income taxes which would become payable upon remission of undistributed earnings of foreign subsidiaries. The cumulative undistributed earnings of such subsidiaries at December 31, 2009 are not material.

Uncertain tax positions

Effective January 1, 2007, the Company adopted the authoritative guidance related to accounting for uncertain tax positions. This guidance clarifies the accounting for uncertainty in income taxes recognized in financial statements and prescribes a recognition threshold and measurement process for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance is also provided on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Upon adoption, the Company recognized a $0.9 million increase in the liability for unrecognized tax benefits, which was recorded as a cumulative effect adjustment to reduce retained earnings at January 1, 2007.

The following table summarizes the activity of the Company’s liability for unrecognized tax benefits, all of which would impact the Company’s effective tax rate, if recognized:

	December 31,
	2009			2008			2007
Balance at beginning of year	$	7.4		$	7.5		$	8.1
Additions for tax positions of the current year	0.5			1.4			0.3
Additions for tax positions of prior years	—			1.1			—
Reductions for tax positions of prior years	(0.1		)	(0.1		)	(0.9		)
Lapses of applicable statutes of limitations	—			(2.5		)	—

Balance at end of year	$	7.8		$	7.4		$	7.5

As of December 31, 2009, it is reasonably possible that $3.6 million of the total amount of unrecognized tax benefits will decrease within 12 months due to resolution of audits or statute expirations.

The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. The total interest expense (income), net of tax benefits, related to tax uncertainties recognized in the consolidated statements of operations for the years ended December 31, 2009, 2008 and 2007 was $0.5 million, $0.1 million and $(0.1) million, respectively. Penalties in the amount of $0.0, $0.1 million, and $(0.1) million were recognized for the years ended December 31, 2009, 2008 and 2007, respectively. Accrued interest of $3.3 million and $2.8 million related to income tax uncertainties was reported as a component of other long-term liabilities on the consolidated balance sheets at December 31, 2009 and 2008, respectively. Accrued penalties of $0.3 million and $0.3 million related to income tax uncertainties were reported in other noncurrent liabilities on the consolidated balance sheets at December 31, 2009 and 2008, respectively.

The Company has tax years from 2006 through 2009 that remain open and subject to examination by the Internal Revenue Service. Tax years from 1995 through 2009 remain open and subject to examination in the Company’s various major state jurisdictions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 14. Debt

Long-term debt consists of the following as of December 31, 2009 and 2008:

	Weighted Average Interest		December 31,
	Rate		2009			2008
(a) Master note and security agreement	7.51	%	$	725.9		$	769.0
(b) Revolving credit agreement - $200 million	1.03	%	26.5			130.1
(c) Revolving credit agreement - $50 million	—		—			—
(d) International term loan	3.66	%	81.9			80.5
(d) International revolving credit facility	3.17	%	15.5			7.7

Total debt			$	849.8		$	987.3
Less: Short-term and current portion of long-term debt			(100.1		)	(43.4		)

Long-term debt			$	749.7		$	943.9

(a) These senior notes have a weighted-average interest rate of 7.51%, which is fixed to maturity, with interest payable semiannually. Principal payments commenced September 1997 and extend through April 2036 in various tranches. The notes are collateralized by certain U.S. land, buildings and press and finishing equipment under the terms of the master note and security agreement.

(b) The Company has an unsecured revolving credit agreement for $200.0 million with a maturity date of December 2010. These obligations bear interest at various interest rate options, including prime, Federal Funds, LIBOR and bankers acceptances. At December 31, 2009, the Company had borrowings of $26.5 million under this unsecured revolving credit agreement, leaving $173.5 million available for future borrowing. At December 31, 2008, the Company had borrowings of $130.1 million under this unsecured revolving credit agreement, leaving $69.9 million available for future borrowing.

(c) On October 29, 2009, the Company renewed its unsecured revolving credit agreement for $50.0 million extending the maturity date to October 28, 2010. These obligations bear interest at various interest rate options, including prime, Federal Funds and LIBOR. At December 31, 2009 and 2008, the Company had no outstanding borrowings under this unsecured revolving credit agreement, leaving $50.0 million available for future borrowing.

(d) On December 16, 2008, debt related to the Company’s international operations was refinanced by entering into a secured credit agreement (“Facilities Agreement”). The Facilities Agreement includes a Euro denominated term loan with principal payments commencing in December 2009 that matures on December 16, 2015 to refinance existing indebtedness and a multicurrency revolving credit facility that matures on December 16, 2010, which is used for financing its working capital and general business needs. At December 31, 2009, the Company’s international operations had borrowings of $15.5 million under the multicurrency revolving credit facility, leaving $2.0 million available for future borrowing. At December 31, 2008, the Company’s international operations had borrowings of $7.7 million under the multicurrency revolving credit facility, leaving $9.2 million available for future borrowing. The terms of the Facilities Agreement include certain financial covenants, a guarantee of the Facilities Agreement by the Company and a security agreement that includes collateralizing substantially all of the Quad/Winkowski assets. The facilities bear interest at the aggregate of the Warsaw Interbank Offered Rate (“WIBOR”) or the Euro Interbank Offered Rate (“EURIBOR”) and margin.

Based upon the interest rates available to the Company for borrowings with similar terms and maturities, the fair value of the Company’s debt was $874.7 million at December 31, 2009.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Under the most restrictive covenants of the Company’s various lending agreements (all financial terms, numbers and ratios below are as defined in the respective debt agreements), the Company must maintain the following:

· Consolidated net worth of $745.8 million as of December 31, 2009 (the Company’s consolidated net worth as of December 31, 2009 was $877.2 million). Under this covenant, consolidated net worth minimum requirements increase by 40% of net income after tax dividend distributions for each year.

· Initial ratio of total liabilities to consolidated net worth of not more than 2.50 to 1.00, subject to interim step ups of 0.50 to account for seasonal peaks in the Company’s business (as of December 31, 2009, the Company’s ratio was 1.35 to 1.00).

· On a rolling twelve-month basis, the minimum interest coverage ratio is not permitted to be less than 2.25 to 1.00 (for the year ended December 31, 2009 the Company’s interest coverage ratio was 4.28 to 1.00).

· Fixed charge coverage ratio is not permitted to be less than 1.65 to 1.00 (for the year ended December 31, 2009 the Company’s fixed charge coverage ratio was 2.47 to 1.00).

There are no restrictions on the Company’s ability to declare or pay cash dividends or purchase or redeem any of its outstanding stock. As of and for the year ended December 31, 2009, the Company was in compliance with these covenants.

Approximate annual principal amounts due on long-term debt are as follows during the years ending December 31:

	Amount
2010	$	100.1
2011	60.0
2012	66.6
2013	71.8
2014	73.2
2015	114.8
2016	59.2
2017-2021	180.5
2022-2026	62.1
2027-2031	45.6
2032-2036	15.9
Total	$	849.8

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 15. Lease Obligations

The Company entered into various master lease agreements for press and finishing equipment. These leases provide the Company with options to purchase the related equipment at the termination value, as defined, and at various early buyout dates during the term of the lease. These leases are accounted for as capital leases on the consolidated balance sheets.

Assets recorded under capital leases are as follows as of December 31, 2009 and 2008:

	2009			2008
Presses and equipment - leased	$	93.0		$	90.2
Less - accumulated depreciation	(73.2		)	(68.8		)

Net presses and equipment - leased	$	19.8		$	21.4

At December 31, 2009, the future maturities of capitalized leases consisted of the following:

	Amount
2010	$	9.1
2011	4.8
2012	12.8
Total minimum payments	$	26.7
Less - amounts representing interest	(3.3		)
Present value of minimum payments	$	23.4
Less - current portion	(7.6		)
Long-term capital lease obligations	$	15.8

The Company has various operating lease agreements. Future minimum rental commitments under non-cancelable leases are as follows:

	Amount
2010	$	8.7
2011	6.4
2012	5.6
2013	5.2
2014	3.5
2015 and thereafter	6.0
Total	$	35.4

Rent expense under these operating lease agreements totaled $10.7 million, $9.0 million and $8.6 million during the years ended December 31, 2009, 2008 and 2007, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 16. Financial Instruments and Fair Value Measurements

The Company has operations in countries that have transactions outside their functional currencies and periodically enters into foreign exchange contracts. These contracts are used to hedge the net exposures of changes in foreign currency exchange rates and are designated as either cash flow hedges or fair value hedges. Gains or losses on net foreign currency hedges are intended to offset losses or gains on the underlying net exposures in an effort to reduce the earnings volatility resulting from fluctuating foreign currency exchange rates.

The Company also enters into foreign exchange contracts against firm equipment purchase contracts denominated in foreign currencies which are designated as fair value hedges, and natural gas forward purchase contracts to hedge against increases in these costs which were historically designated as cash flow hedges. Estimated market values were determined based upon quoted market prices.

GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. GAAP also classifies the inputs used to measure fair value into the following hierarchy:

Level 1:		Quoted prices in active markets for identical assets or liabilities. There are no Level 1 assets or liabilities as of December 31, 2009.

Level 2:		Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. At December 31, 2008, $0.7 million of foreign exchange contracts and $(2.5) million of commodity contracts were valued using Level 2 pricing inputs. There were no outstanding contracts measured at fair value as of December 31, 2009.

Level 3:		Unobservable inputs for the asset or liability. There are no Level 3 assets or liabilities as of December 31, 2009.

The fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying values.

There were no open foreign currency exchange contracts at December 31, 2009. During 2009, the Company’s commodity contracts qualified for the exception related to normal purchases and sales as the Company takes delivery in the normal course of business. For the years ended December 31, 2009, 2008 and 2007, hedge ineffectiveness was not material.

Note 17. Earnings Per Share

Basic net earnings per share is computed by dividing net earnings by the weighted average common shares outstanding of 28.3 million, 28.7 million, and 29.5 million for 2009, 2008 and 2007, respectively. Diluted net earnings per share include the effect of dilutive stock options. The Company uses the treasury stock method to calculate the effect of outstanding stock options, which requires the Company to compute total proceeds as the sum of (a) the amount the employee must pay upon exercise of the award, (b) the amount of unearned stock-based compensation costs attributed to future services and (c) the amount of tax benefits, if any, that would be credited to additional paid-in capital assuming exercise of the award. Stock options for which the total employee proceeds from exercise of the stock options exceed the average fair value of the same stock options over the period have an anti-dilutive effect on earnings per share, and accordingly, the Company excludes them from the calculation. Anti-dilutive stock options to purchase 1.5 million, 1.5 million and 1.1 million shares of Class A common stock were excluded from the computations of diluted net earnings per share for 2009, 2008 and 2007, respectively.

Reconciliations of the numerator and the denominator of the basic and diluted per share computations for the Company’s common stock are summarized as follows:

	2009		2008		2007
Numerator:
Net earnings attributable to Quad/Graphics common shareholders	$	52.8	$	109.1	$	178.4
Denominator:
Basic weighted average number of common shares outstanding for all classes of common shares	28.3		28.7		29.5
Plus: effect of dilutive stock options	0.9		1.0		1.1

Diluted weighted average number of common shares outstanding for all classes of common shares	29.2		29.7		30.6

Net earnings attributable to Quad/Graphics common shareholders per share:
Basic	$	1.87	$	3.80	$	6.05

Diluted	$	1.81	$	3.67	$	5.83

Cash dividends paid per common share for all classes of common shares	$	0.50	$	0.50	$	1.00

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 18. Stock Options

The Company has nonqualified stock option plans that allow for the granting of options to key employees and directors. The stock options generally vest at a rate of 5% to 10% per year and expire 90 days after the respective employee’s termination from the Company. The Company accounts for share-based compensation by measuring and recognizing compensation expense based on estimated fair values for all share-based awards.

The Company has authorized 3.4 million Class A common shares for grant in the stock option plan as of December 31, 2009 leaving 36,027 shares available for grant under the Company’s stock option plans.

The grant date fair value of options was $16.24, $23.13 and $22.02 per share for the 2009, 2008 and 2007 grants, respectively, before assumed forfeitures. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

	2009		2008		2007
Expected volatility	23	%	20	%	20	%
Risk-free interest rate	2.3	%	3.9	%	4.7	%
Expected life (years)	9.8		9.8		10.0
Dividend yield	0.0	%	0.0	%	0.0	%

The Company determined expected volatility based on the volatility of comparable company stock. The average risk-free interest rate is based on the United States treasury security rate in effect as of the grant date over the term of the expected life. The expected life is based on the term and vesting period of each grant adjusted for historical experience in vesting. No dividend yield is included because dividends are credited to the option holders.

The Company recognizes compensation expense for stock options over the requisite service period for vesting of the award and recorded total stock-based compensation expense in selling, general and administrative expenses of $4.4 million, $3.9 million and $3.6 million during the years ended December 31, 2009, 2008 and 2007, respectively. Total future compensation expense for all stock options granted as of December 31, 2009 is approximately $28.4 million, which is expected to be recognized over the weighted-average vesting period of 4.2 years.

The following table is a summary of the Company’s stock option activity for the year ended December 31, 2009:

	Shares Under Option (thousands)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (millions)

Outstanding at December 31, 2008	3,149		$	16.88	8.3	$	48.4
Granted	395		21.75		9.8	4.0
Exercised	(193	)	5.24			(5.0		)
Cancelled/forfeited/expired	(8	)	18.72			(0.1		)

Outstanding at December 31, 2009	3,343		$	17.59	7.6	$	50.9

Vested and expected to vest at December 31, 2009	2,990		$	13.17	7.6	$	46.8
Exercisable at December 31, 2009	1,079		$	9.98	7.1	$	24.4

The intrinsic value of options exercisable and options outstanding at December 31, 2009, 2008 and 2007 is based on the fair value of the stock price.

Share-based compensation activity for the years ended December 31, 2009, 2008 and 2007 is noted below:

	2009		2008		2007
Total intrinsic value of stock options exercised	$	5.0	$	4.8	$	4.9
Cash received from stock option exercises	$	1.1	$	1.4	$	3.2
Total fair value of stock options vested	$	5.5	$	4.0	$	4.4

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 19. Shareholders’ Equity

The Company has three classes of common stock. There are 80.0 million shares of $0.025 par value Class A common stock authorized, of which 21.3 million shares were issued at December 31, 2009, 2008 and 2007. There are 80.0 million shares of $0.025 par value Class B common stock authorized, of which 15.0 million shares were issued at December 31, 2009, 2008 and 2007. There are 20.0 million shares of $0.025 par value Class C common stock authorized, of which 0.5 million shares were issued as of December 31, 2009, 2008 and 2007. The Company also has 0.5 million shares of $0.01 par value preferred stock authorized, of which none have been issued as of December 31, 2009. At December 31, 2009, the Company had 8.5 million Class A shares, 592 Class B shares and 0.2 million Class C shares in treasury stock.

Per the Articles of Incorporation, dividends are paid equally for Class A, Class B and Class C common shares. Under the Company’s existing Articles of Incorporation, which are being amended and restated in connection with the consummation of the arrangement with World Color Press (the arrangement is described in Note 23, Subsequent Events ), Class A common shares have a one-tenth voting right. Class B and Class C common shares have full voting rights. On December 18, 2009, the Board of Directors declared a $0.50 cash dividend for each share of Class A, Class B and Class C common stock outstanding to shareholders of record on December 18, 2009 which was paid on December 22, 2009. On December 19, 2008, the Board of Directors declared a $0.50 cash dividend for each share of Class A, Class B and Class C common stock outstanding to shareholders of record on December 19, 2008 which was paid on December 23, 2008. On October 26, 2007, the Board of Directors declared a $1.00 cash dividend for each share of Class A, Class B and Class C common stock outstanding to shareholders of record on December 17, 2007 which was paid on December 19, 2007.

Redeemable equity

The Company follows the applicable GAAP and Securities and Exchange Commission (“SEC”) authoritative guidance for redeemable stock which requires the Company to record the Class A common stock resulting from exercised stock options, vested stock options, the Class A common stock held in participant accounts associated with profit sharing contributions made prior to December 31, 1999 (“Pre-2000 Accounts”) and the Class C common stock at full redemption value at each balance sheet date as the redemption of those securities is not solely within the control of the Company.

Under the terms of the Personal Enrichment Plan, Class A common stock held in the Pre-2000 Accounts can be distributed to the participant upon retirement or termination subject to an automatic call provision. The ability to request a distribution in the form of Class A common stock is at the discretion of the participant.

Under the terms of the stock option plans, Class A common stock resulting from exercised options that are held by the employee for more than six months and one day may be put to the Company and redeemed at the then current fair value at the date of the redemption request of the Class A common stock. Per the terms of the stock option plans, the optionee has a put right when there is no adequate public market for the Company shares and (1) a separation of service has occurred or (2) the optionee has experienced an unforeseeable emergency.

Under the terms of the Articles of Incorporation, the Class C common shares are required to be owned by a qualified employee retirement plan of the Company. Each holder of Class C common stock has a continuous right to have the Class C common stock repurchased by the Company.

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

The fair value of the Company’s Class A and Class C redeemable common stock is established as of the last day of the year. That price is adjusted throughout the following year for any dividends declared during that year, with the value reduced from the dividend declaration date forward, until year end when the fair value is adjusted to a current valuation. The valuation methodology is based on a variety of qualitative and quantitative factors including the nature of the business and the history of the enterprise, the economic outlook in general and the condition of the specific industries in which the Company operates, the financial condition of the business, and the Company’s ability to generate free cash flow. This determination of the fair market value employs both a comparable public company analysis, which examines the valuation multiples of companies deemed comparable, in whole or in part, to the Company, and a discounted cash flow analysis that determines a present value of the projected future cash flows of the business. The Company regularly assesses the underlying assumptions used in the valuation methodologies. As a result, the Company has utilized this annual fair value for all its common stock transactions, as required by the terms of all company equity documents.

The redemption value of the Class A common shares held in the Pre-2000 Accounts, the Class A common shares resulting from exercised stock options, and vested options at December 31, 2009 and 2008 totaled $133.1 million and $158.2 million, respectively, which includes $24.3 million and $25.7 million, respectively, of aggregate intrinsic value of outstanding unexercised vested stock options. The redemption features were eliminated on 1.1 million, 0.6 million and 0.5 million of redeemable Class A common shares held by former employees at a weighted average price of $31.75, $46.25 and $41.25 per share during the years ended December 31, 2009, 2008 and 2007, respectively.

The redemption value of the Class C qualified employee retirement plan shares at December 31, 2009 and 2008 totaled $8.4 million and $8.3 million, respectively. Class C common shares redeemed by the Company were 4,362 and 1,357 at a weighted average price of $31.75 and $41.25 per share, during the years ended December 31, 2009 and 2007, respectively. No Class C common shares were redeemed during 2008.

Subsequent changes to the redemption value of the securities are charged to retained earnings. During the year ended December 31, 2009 the balance of redeemable equity decreased by $25.0 million. Additional information regarding the changes in redeemable equity for the years ended December 31, 2009, 2008 and 2007 is provided in the table below:

	Class A Common Stock					Class C Common Stock				Total
	Shares		Redemption Value			Shares	Redemption Value			Redeemable Equity
Balance, January 1, 2007	4.9		$	234.4		0.3	$	10.9		$	245.3
Cash dividends declared	—		(4.6		)	—	(0.3		)	(4.9		)
Elimination of redemption features	(0.5	)	(20.6		)	—	(0.1		)	(20.7		)
Stock-based compensation charges	—		3.6			—	—			3.6
Sale of stock for options exercised	0.2		3.2			—	—			3.2
Increase in redemption value of redeemable equity	—		34.5			—	1.6			36.1
Balance, December 31, 2007	4.6		$	250.5		0.3	$	12.1		$	262.6
Cash dividends declared	—		(2.1		)	—	$	(0.1	)	(2.2		)
Elimination of redemption features	(0.6	)	(27.8		)	—	—			(27.8		)
Stock-based compensation charges	—		3.9			—	—			3.9
Sale of stock for options exercised	0.2		1.4			—	—			1.4
Decrease in redemption value of redeemable equity	—		(67.7		)	—	(3.7		)	(71.4		)
Balance, December 31, 2008	4.2		$	158.2		0.3	$	8.3		$	166.5
Cash dividends declared	—		(1.7		)	—	(0.1		)	(1.8		)
Elimination of redemption features	(1.1	)	(35.0		)	—	(0.1		)	(35.1		)
Stock compensation charges	—		4.4			—	—			4.4
Sale of stock for options exercised	0.2		1.1			—	—			1.1
Decrease in redemption value of redeemable equity	—		6.1			—	0.3			6.4
Balance, December 31, 2009	3.3		$	133.1		0.3	$	8.4		$	141.5

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 20. Comprehensive Income (Loss)

	Twelve Months Ended December 31,
	2009			2008
Net earnings	$	53.1		$	100.5
Translation adjustments	4.4			(17.8		)
Net change in unrealized gain (loss) on cash flow hedges	2.5			(3.5		)

Comprehensive income	$	60.0		$	79.2

Comprehensive (income) loss attributable to noncontrolling interests	(0.3		)	8.6

Comprehensive income attributable to Quad/Graphics common shareholders	$	59.7		$	87.8

Note 21. Segment Information

The Company operates primarily in the commercial print portion of the printing industry, with related product and service offerings designed to offer customers complete solutions for communicating their messages to target audiences. The Company’s operating and reportable segments are aligned with how the chief operating decision maker of the Company currently manages the business. The Company’s reportable and operating segments and their product and service offerings are summarized below:

U.S. Print and Related Services

The U.S. Print and Related Services segment includes the Company’s U.S. printing operations, managed as one integrated platform. This segment’s products include catalogs, consumer magazines, special interest publications, direct marketing materials and retail inserts. The related service offerings include digital photography, digital imaging, binding, mailing and distribution, and data optimization and analytics services. This segment also includes the design, development, manufacture and service of printing-related auxiliary equipment, as well as the manufacture of ink. The U.S. Print and Related Services segment accounted for approximately 86.9% of the Company’s consolidated net sales for 2009.

International

The International segment includes the Company’s non-U.S. printing operations in Europe and South America. This segment provides printed products and related services consistent with the U.S. Print and Related Services segment, with the exception of printing-related auxiliary equipment. The International segment accounted for approximately 13.1% of the Company’s consolidated net sales for 2009.

Corporate

Corporate consists of unallocated general and administrative activities and associated expenses including, in part, executive, legal, finance, information technology and human resources.

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

	Net Sales				Operating					Depreciation and		Capital
	Products		Services		Income/(Loss)			Total Assets		Amortization		Expenditures
*Year ended December 31, 2009*
U.S. Print and Related Services	$	1,351.2	$	203.0	$	134.3		$	1,731.7	$	177.6	$	50.4
International	223.0		11.3		(10.7		)	370.7		19.1		37.4

Total operating segments	1,574.2		214.3		123.6			2,102.4		196.7		87.8
Corporate(1)	—		—		(11.2		)	6.8		—		—

Total	$	1,574.2	$	214.3	$	112.4		$	2,109.2	$	196.7	$	87.8

*Year ended December 31, 2008*
U.S. Print and Related Services	$	1,698.8	$	264.6	$	207.3		$	1,956.4	$	182.1	$	206.3
International	289.3		14.0		(24.6		)	358.3		22.2		28.1

Total operating segments	1,988.1		278.6		182.7			2,314.7		204.3		234.4
Corporate(1)	—		—		(8.4		)	11.7		—		—

Total	$	1,988.1	$	278.6	$	174.3		$	2,326.4	$	204.3	$	234.4

*Year ended December 31, 2007*
U.S. Print and Related Services	1,730.3		$	262.5	$	256.1		$	2,046.0	$	181.6	$	126.3
International	54.6		1.4		(0.4		)	319.1		3.3		8.9

Total operating segments	1,784.9		263.9		255.7			2,365.1		184.9		135.2
Corporate(1)	—		—		(9.0		)	31.9		—		—

Total	$	1,784.9	$	263.9	$	246.7		$	2,397.0	$	184.9	$	135.2

(1) Corporate assets consist primarily of cash and cash equivalents held in the United States.

Restructuring and impairment charges by segment for 2009, 2008 and 2007 are described in Note 4, Restructuring and Impairment .

FS-28

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 22. Geographic Area and Product Information

The table below presents net sales and long-lived assets by geographic region. The amounts in this table differ from the segment data presented in the Segment Information footnote because each operating segment includes operations in multiple geographic regions, based on the Company’s management reporting structure.

	U.S.		Europe		South America		Other		Combined
2009
Net sales
Products	$	1,321.9	$	204.0	$	38.4	$	9.9	$	1,574.2
Services	202.5		11.4		—		0.4		214.3
Property, plant and equipment	1,459.6		211.2		6.2		0.3		1,677.3

2008
Net sales
Products	$	1,656.5	$	276.5	$	42.4	$	12.7	$	1,988.1
Services	264.1		14.2		—		0.3		278.6
Property, plant and equipment	1,594.7		209.6		6.2		0.3		1,810.8

2007
Net sales
Products	$	1,712.5	$	27.8	$	34.5	$	10.1	$	1,784.9
Services	261.8		1.7		—		0.4		263.9
Property, plant and equipment	1,590.4		217.0		6.2		0.3		1,813.9

The table below presents consolidated net sales by products and services.

Products and services	2009 Net Sales		2008 Net Sales		2007 Net Sales
Catalog, Magazines and Retail Inserts	$	1,349.3	$	1,726.9	$	1,566.0
Direct Mail and Other Printed Products	196.3		209.4		163.4
Other	28.6		51.8		55.5

Total products	$	1,574.2	$	1,988.1	$	1,784.9

Logistics Services	129.7		174.5		156.3
Imaging and Other Services	84.6		104.1		107.6

Total services	214.3		278.6		263.9

Total net sales	$	1,788.5	$	2,266.7	$	2,048.8

FS-29

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and unless otherwise indicated)

Note 23. Subsequent Events

On January 25, 2010, Quad/Graphics and World Color Press Inc. (“World Color Press”) signed an arrangement agreement in which Quad/Graphics will acquire World Color Press. The expanded Quad/Graphics will serve customers in the U.S., Canada, Mexico, South America and Europe. Upon completion of the arrangement, Quad/Graphics’ shareholders will own approximately 60% of the post-transaction Quad/Graphics outstanding common stock and former World Color Press shareholders will own approximately 40% of the Quad/Graphics outstanding common stock. Simultaneous with the closing of the transaction, $140.0 million will be distributed in cash to Quad/Graphics’ existing common shareholders. Quad/Graphics will also provide at least $93.3 million to World Color Press to purchase any outstanding warrants not converted to common shares and to fund redemptions of or payments due on any other equity securities not converted to common shares. If less than $93.3 million is required to make such purchases and redemptions, the remainder will be distributed to World Color Press common shareholders in cash. To fund all transaction-related payments (of which $2.8 million of transaction costs have been incurred through December 31, 2009) and also to refinance Quad/Graphics’ existing revolving credit facilities and refinance World Color Press’ existing debt outstanding, Quad/Graphics has secured $1.2 billion of committed financing in the form of a $800 million term loan and a new $400 million revolving credit facility. The transaction is expected to close in the second or third quarter of 2010.

On January 2, 2010, the Board of Directors declared a $0.50 cash dividend for each share of Class A, Class B and Class C common stock outstanding to shareholders of record on January 2, 2010 which was paid on January 22, 2010.

On February 28, 2010, the Company acquired a 47% interest in HGI Company, LLC (“HGI”), a Wisconsin-based commercial printer, for $10.0 million. HGI specializes in short- to medium-run books, manuals, directories, publications, marketing collateral and in-store/point-of-purchase materials. HGI will be accounted for as an equity method investment and will be included within the U.S. Print and Related Services segment.

Note 24. Retrospective Adoption of Accounting Standards

The accounting guidance for noncontrolling interests became effective for the Company on January 1, 2009. While the accounting guidance is to be applied prospectively, the financial statement presentation and disclosure requirements shall be applied retrospectively for all periods, as such the previously reported consolidated financial statements have been restated.

In connection with the transaction described in Note 23, Subsequent Events , the Company intends to file a registration statement on form S-4 and therefore is required to begin following GAAP applicable to public companies as defined by the applicable accounting standard. Accordingly, the Company adopted the following accounting policies in their historical consolidated financial statements.

The accounting guidance for uncertainty in income taxes was effective for fiscal years beginning after December 15, 2006 for public enterprises. Accordingly, the Company retrospectively adopted the accounting guidance as of January 1, 2007 with the initial financial impact reflected in the consolidated statements of redeemable equity, common stock and other equity, and noncontrolling interests as cumulative effect of change in accounting principle - uncertain tax positions.

The accounting guidance for the classification and measurements of redeemable equity became effective for the Company for all reporting periods, as such the necessary reclassifications have been made to the consolidated financial statements and the necessary disclosures have been added to the notes to consolidated financial statements.

The accounting guidance for reporting earnings per share became effective for the Company for all reporting periods, as such, the necessary disclosures have been added to the consolidated financial statements and the notes to consolidated financial statements.

The accounting guidance for disclosures for segment reporting became effective for the Company for all reporting periods, as such the necessary disclosures have been added to the notes to consolidated financial statements.

FS-30

Table of Contents

Annex A

ARRANGEMENT AGREEMENT

between

QUAD/GRAPHICS, INC.

and

WORLD COLOR PRESS INC.

dated as of

January 25, 2010

A-1

Table of Contents

TABLE OF CONTENTS

		Page
ARTICLE I THE ARRANGEMENT		A-11
Section 1.1.	Arrangement	A-11
Section 1.2.	Company DSU Plan and Company RSU Plan	A-11
Section 1.3.	Company Implementation Steps	A-13
Section 1.4.	Acquiror Implementation Steps	A-16
Section 1.5.	Certain Adjustments	A-16
Section 1.6.	Dissenting Shares	A-16
Section 1.7.	[Reserved]	A-16
Section 1.8.	Court Proceedings	A-16
Section 1.9.	Closing	A-17
ARTICLE II REPRESENTATIONS AND WARRANTIES OF COMPANY		A-18
Section 2.1.	Organization and Qualification	A-18
Section 2.2.	Subsidiaries	A-18
Section 2.3.	Capitalization	A-18
Section 2.4.	Authorization	A-20
Section 2.5.	No Violation	A-20
Section 2.6.	Company Financial Statements	A-21
Section 2.7.	Tax Matters	A-22
Section 2.8.	Absence of Certain Changes	A-24
Section 2.9.	Litigation; Orders	A-24
Section 2.10.	Permits	A-24
Section 2.11.	Compliance with Laws	A-25
Section 2.12.	Environmental Matters	A-25
Section 2.13.	Employee Benefits	A-27
Section 2.14.	Labor and Employee Matters	A-30
Section 2.15.	Intellectual Property	A-31
Section 2.16.	Certain Contracts	A-31
Section 2.17.	Properties and Assets	A-32
Section 2.18.	Insurance	A-33
Section 2.19.	Company Board Approval	A-33
Section 2.20.	Opinion of Financial Advisor	A-33
Section 2.21.	Affiliate Transactions	A-33
Section 2.22.	Certain Securities Law Matters	A-33
Section 2.23.	Company Rights Agreement	A-36
Section 2.24.	Bankruptcy Matters	A-36
Section 2.25.	No Brokers or Finders	A-37
Section 2.26.	Full Disclosure	A-37
ARTICLE III REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND ACQUIROR SUB		A-38
Section 3.1.	Organization and Qualification	A-38
Section 3.2.	Subsidiaries	A-38
Section 3.3.	Capitalization	A-38
Section 3.4.	Authorization	A-40
Section 3.5.	No Violation	A-40
Section 3.6.	Acquiror Financial Statements	A-41

A-2

Table of Contents

Section 3.7.	Tax Matters	A-42
Section 3.8.	Absence of Certain Changes	A-44
Section 3.9.	Litigation; Orders	A-45
Section 3.10.	Permits	A-45
Section 3.11.	Compliance with Laws	A-45
Section 3.12.	Environmental Matters	A-46
Section 3.13.	Employee Benefits	A-48
Section 3.14.	Labor and Employee Matters	A-51
Section 3.15.	Intellectual Property	A-51
Section 3.16.	Certain Contracts	A-52
Section 3.17.	Properties and Assets	A-53
Section 3.18.	Insurance	A-53
Section 3.19.	Acquiror Board Approval	A-54
Section 3.20.	Opinion of Financial Advisor	A-54
Section 3.21.	Affiliate Transactions	A-54
Section 3.22.	Financing	A-54
Section 3.23.	No Brokers or Finders	A-54
Section 3.24.	Full Disclosure	A-55
ARTICLE IV CERTAIN COVENANTS		A-55
Section 4.1.	Conduct of Business	A-55
Section 4.2.	Access and Information	A-60
Section 4.3.	Commercially Reasonable Efforts; Cooperation	A-61
Section 4.4.	Financing	A-64
Section 4.5.	Company Redemption and Cancellation	A-66
Section 4.6.	Formation of Acquiror Subs; Accession	A-66
Section 4.7.	Form S-4; Company Circular	A-67
Section 4.8.	Shareholder Meetings	A-68
Section 4.9.	Stock Exchange Listing and De-Listing	A-69
Section 4.10.	Acquisition Proposals	A-69
Section 4.11.	Indemnification; Directors and Officers Insurance	A-72
Section 4.12.	Public Announcements	A-73
Section 4.13.	Section 16 Matters	A-73
Section 4.14.	Takeover Laws	A-73
Section 4.15.	Notification of Certain Matters	A-74
Section 4.16.	Certain Litigation	A-74
Section 4.17.	Company Rights	A-74
Section 4.18.	Confidentiality	A-75
Section 4.19.	Resignations	A-75
Section 4.20.	Election to Acquiror’s Board of Directors	A-75
Section 4.21.	Employee Retention	A-75
Section 4.22.	Tax Election	A-76
Section 4.23.	Effective Price	A-76
ARTICLE V CONDITIONS		A-76
Section 5.1.	Conditions to Obligation of Each Party	A-76
Section 5.2.	Additional Conditions to Obligation of Acquiror	A-77
Section 5.3.	Additional Conditions to Obligation of Company	A-78

A-3

Table of Contents

ARTICLE VI TERMINATION, AMENDMENT AND WAIVER			A-80
Section 6.1.		Termination	A-80
Section 6.2.		Effect of Termination	A-82
Section 6.3.		Amendment	A-84
Section 6.4.		Extension; Waiver	A-84
ARTICLE VII MISCELLANEOUS			A-85
Section 7.1.		Non-Survival of Representations, Warranties and Agreements	A-85
Section 7.2.		Expenses	A-85
Section 7.3.		Notices	A-85
Section 7.4.		Entire Agreement; No Third Party Beneficiaries	A-86
Section 7.5.		Assignment; Binding Effect	A-86
Section 7.6.		Governing Law and Venue	A-87
Section 7.7.		Severability	A-87
Section 7.8.		Enforcement of Agreement	A-87
Section 7.9.		Waiver of Jury Trial	A-87
Section 7.10.		Interpretation	A-88
Section 7.11.		Definitions	A-88

Exhibit A	–	Arrangement Resolution
Exhibit B	–	Plan of Arrangement
Exhibit C	–	Voting and Support Agreement
Exhibit D	–	Sample Calculations of Share Exchange Ratio
Exhibit E	–	Amended and Restated Articles of Incorporation of Acquiror
Exhibit F	–	Regulatory Filings

A-4

Table of Contents

INDEX OF DEFINED TERMS

Defined Term		Section

Acquiror		Preamble

Acquiror Class A Common Stock		Recitals

Acquiror Contract		Section 7.11

Acquiror Disclosure Schedule		ARTICLE III

Acquiror Employee Benefit Plans		Section 3.13(a)

Acquiror ERISA Affiliate		Section 3.13(a)

Acquiror Financial Statements		Section 3.6(a)

Acquiror Intellectual Property		Section 3.15(a)

Acquiror Labor Contracts		Section 3.14(a)

Acquiror Meeting		Section 1.4(a)

Acquiror Non-US Benefit Plan		Section 3.13(l)

Acquiror Outstanding Amount		Section 7.11

Acquiror Permits		Section 3.10

Acquiror Recent Balance Sheet		Section 3.6(a)

Acquiror Requisite Shareholder Vote		Section 3.4

Acquiror’s Costs		Section 6.2(c)

Acquiror Shares		Recitals

Acquiror Stock Options		Section 3.3(a)

Acquiror Stock Plans		Section 3.3(a)

Acquiror Sub		Section 7.11

Acquiror Subs		Section 4.6

Acquiror Voting Trust		Recitals

Acquiror Voting Trust Agreement		Recitals

Acquisition Proposal		Section 7.11

Acting Party		Section 4.10(a)

Adjustment Amount		Section 7.11

Affiliates		Section 7.11

Agreement		Preamble

A-5

Table of Contents

Defined Term		Section

Amalco		Section 1.1(a)

Arrangement		Section 1.3(a)(i)

Arrangement Resolution		Recitals

Articles of Arrangement		Section 1.3(f)

Bankruptcy and Equity Exception		Section 2.4

Business Day		Section 7.11

Canadian Proceedings		Section 2.24

CBCA		Section 1.3(a)

Change in Recommendation		Section 4.8(a)

Closing		Section 1.9(a)

Closing Date		Section 1.9(a)

Code		Section 2.7(h)

commercially reasonable efforts		Section 7.11

Company		Preamble

Company Arrangement Amount		Section 7.11

Company Circular		Section 7.11

Company Common Shares		Recitals

Company Contract		Section 7.11

Company Debt Instruments		Section 1.3(b)

Company Deferred Share Units		Section 7.11

Company Disclosure Schedule		ARTICLE II

Company DSU Plan		Section 1.2

Company Employee Benefit Plans		Section 2.13(a)

Company ERISA Affiliate		Section 2.13(a)

Company Financial Statements		Section 2.6(a)

Company Indenture		Section 7.11

Company Initial Shares		Section 7.11

Company Intellectual Property		Section 2.15(a)

Company Labor Contracts		Section 2.14(a)

Company Meeting		Section 1.3(b)

Company Non-US Benefit Plan		Section 2.13(l)

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Table of Contents

Defined Term		Section

Company’s Ordinary Course of Business		Section 7.11

Company Outstanding Amount		Section 7.11

Company Permits		Section 2.10

Company Preferred Shares		Section 1.3(b)

Company Preferred Shares Redemption		Section 1.3(c)

Company Preferred Shares Redemption Date		Section 1.3(c)

Company Recent Balance Sheet		Section 2.6(a)

Company Requisite Shareholder Vote		Section 2.4

Company Restricted Share Units		Section 7.11

Company Rights Agreement		Section 2.23

Company RSU Plan		Section 1.2

Company’s Costs		Section 6.2(f)

Company Securities Reports		Section 2.22(b)

Company Warrant Cancellation		Section 7.11

Company Warrants		Section 7.11

Confidentiality Agreement		Section 4.18

Consent Agreement		Section 4.3(d)

Contract		Section 7.11

Court		Recitals

Debt Commitment Letter		Section 3.22

Debt Financing		Section 4.4(a)

Director		Section 1.3(f)

Dissent Rights		Section 7.11

Effective Price		Section 7.11

Effective Time		Section 7.11

Employee Benefit Plans		Section 7.11

Environmental Laws		Section 2.12(a)

Equity Interests		Section 7.11

Equity Payment Amounts		Section 7.11

ERISA		Section 7.11

ERISA Affiliate		Section 7.11

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Defined Term		Section

Escrowed Shares		Section 7.11

Exchange Act		Section 1.4(b)

Final Order		Section 7.11

Financing Parties		Section 4.4(b)

Form S-4		Section 7.11

General Developments		Section 7.11

Governmental Entity		Section 7.11

Hazardous Substance		Section 7.11

HSR Act		Section 2.2

Indemnified Parties		Section 4.11(a)

Intellectual Property Rights		Section 7.11

Interim Order		Section 7.11

Law		Section 7.11

Liens		Section 7.11

Material Adverse Effect		Section 7.11

Multiemployer Plan		Section 7.11

Order		Section 7.11

Party or Parties		Section 7.11

Person		Section 7.11

Permitted Liens		Section 7.11

Plan of Arrangement		Recitals

Plan of Reorganization		Section 7.11

Regulatory Law		Section 7.11

Related Party Contracts		Section 7.11

Representatives		Section 4.2(a)

Revolving Credit Agreement		Section 1.3(b)

SEC		Section 1.3(b)

SEC Clearance		Section 1.3(b)

Securities Authorities		Section 7.11

Securities Laws		Section 7.11

Senior Notes Indenture		Section 1.3(b)

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Defined Term		Section

Share Encumbrances		Section 7.11

Share Exchange Ratio		Section 1.1(b)

Significant Subsidiary		Section 7.11

Subsidiaries		Section 7.11

Superior Proposal		Section 7.11

Taxes		Section 7.11

Tax Return		Section 7.11

Term Facility Agreement		Section 1.3(b)

Termination Date		Section 6.1(c)

Total Shares Outstanding		Section 7.11

Transaction Developments		Section 7.11

U.S. Bankruptcy Code		Section 7.11

U.S. Bankruptcy Court		Section 7.11

U.S. Proceedings		Section 2.24

U.S. Securities Act		Section 2.22(a)

Voting and Support Agreement		Recitals

Voting Debt		Section 7.11

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ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT (this “ Agreement ”) is made and effective as of January 25, 2010 between Quad/Graphics, Inc., a corporation organized and existing under the laws of the State of Wisconsin, U.S.A. (“ Acquiror ”), and World Color Press Inc., a corporation organized and existing under the laws of Canada (“ Company ”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning set forth in Section 7.11 .

WHEREAS, the Board of Directors of each of Acquiror and Company has determined that a business combination, pursuant to which Acquiror Sub, an indirect wholly-owned Subsidiary of Acquiror that will be formed after the date of this Agreement, will amalgamate with Company in a transaction whereby (a) all of the assets of Company will be owned by the amalgamated company, (b) Acquiror will own, directly or indirectly, all of the interests in the amalgamated company and (c) certain shares of Class A Common Stock, par value of $0.025 per share, of Acquiror (the “ Acquiror Class A Common Stock ”), together with certain cash consideration, will be issued and paid in consideration of the surrender of all of the outstanding Common Shares of Company (the “ Company Common Shares ”), is in the best interests of their respective shareholders;

WHEREAS, the Board of Directors of Company has approved the transactions contemplated by this Agreement and the Plan of Arrangement, and Company has agreed to submit for approval (a) a special resolution, in the form attached hereto as Exhibit A (as amended from time to time in accordance with this Agreement, the “ Arrangement Resolution ”), to the holders of the outstanding Company Common Shares and of the outstanding Company Preferred Shares, and (b) a plan of arrangement, in the form attached hereto as Exhibit B (as amended from time to time in accordance with this Agreement, the “ Plan of Arrangement ”), to the Québec Superior Court (the “ Court ”);

WHEREAS, the Board of Directors of Acquiror has approved the transactions contemplated by this Agreement and the Plan of Arrangement, and Acquiror has agreed to submit for approval the transactions contemplated by this Agreement to the holders of the outstanding shares of capital stock of Acquiror (collectively, the “ Acquiror Shares ”);

WHEREAS, as a condition to and inducement to Company’s willingness to enter into this Agreement, concurrently with the execution and delivery of this Agreement, the trustees under the Amended and Restated Voting Trust Agreement, dated April 29, 2000, as amended (the “ Acquiror Voting Trust Agreement ”), the trust under the Acquiror Voting Trust Agreement (the “ Acquiror Voting Trust ”) and certain beneficiaries of the Acquiror Voting Trust are executing and delivering a Voting and Support Agreement (the “ Voting and Support Agreement ”) with Company in the form attached hereto as Exhibit C ; and

WHEREAS, Acquiror and Company desire to make certain representations, warranties and covenants in connection with, and to prescribe certain conditions to, the transactions contemplated hereby.

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NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and conditions set forth in this Agreement, and intending to be legally bound, Acquiror and Company agree as follows:

ARTICLE I
THE ARRANGEMENT

Section 1.1. Arrangement. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time and as more fully set forth in the Plan of Arrangement:

(a) Company will amalgamate with Acquiror Sub in a transaction in which all of the assets of Company will be owned by the amalgamated company (“ Amalco ”).

(b) Each Company Common Share outstanding immediately prior to the Effective Time (other than Company Common Shares owned, directly or indirectly, by Company and other than Company Common Shares with respect to which Dissent Rights have been properly exercised and not withdrawn) will be converted into the right to receive an amount of a share of Acquiror Class A Common Stock calculated by dividing the Company Arrangement Amount by the Company Outstanding Amount (rounded to the nearest fourth decimal) (the “ Share Exchange Ratio ”). For the avoidance of doubt, Exhibit D sets forth illustrative examples of the foregoing calculation. Notwithstanding any other provision in this Agreement, no fractional share of Acquiror Class A Common Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Arrangement; instead, Acquiror will pay to each holder of Company Common Shares who otherwise would be entitled to a fractional share of Acquiror Class A Common Stock an amount in cash (without interest) determined by multiplying such fraction by an amount equal to (i) the average of the daily high and low sales prices per share of Company Common Shares on the Toronto Stock Exchange on the last trading day immediately preceding the Closing Date divided by (ii) the Share Exchange Ratio.

(c) Subject to Section 1.3(b) and Section 1.3(c) , to the extent set forth in the Plan of Arrangement, each Company Preferred Share outstanding immediately prior to the Effective Time will be redeemed for a fixed cash purchase price determined in accordance with the restated articles of incorporation of the Company (less applicable withholdings).

(d) Each Company Common Share and each Company Preferred Share that is owned directly or indirectly by Company immediately prior to the Effective Time will be automatically canceled and retired and will cease to exist, and no consideration shall be delivered in exchange therefor.

Section 1.2. Company DSU Plan and Company RSU Plan. Not later than immediately prior to the Effective Time, Company shall cause the Board of Directors of Company or any committee administering Company’s Amended and Restated Deferred Share Unit Plan (the “ Company DSU Plan ”) and Company’s Restricted Share Unit Plan

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(the “ Company RSU Plan ”) to adopt all resolutions, take all actions and obtain all consents necessary to provide that:

(a) all outstanding Company Deferred Share Units and Company Restricted Share Units, whether or not vested, shall immediately after the Effective Time (i) be cancelled or (ii) become fully vested and shall be converted, in settlement and cancellation thereof, into a right to receive, at such time as is specified in the Plan of Arrangement, a lump sum cash payment by Amalco of an amount determined pursuant to the terms of the applicable plan (less applicable withholdings);

(b) the Company DSU Plan and the Company RSU Plan shall terminate, and all rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any Equity Interest of Company or any of its Subsidiaries shall be canceled, at such time as is specified in the Plan of Arrangement, without any liability on the part of Company or any of its Subsidiaries (except as otherwise expressly provided in this Agreement); and

(c) no Person shall have any right under the Company DSU Plan or the Company RSU Plan or under any other plan, program, agreement or arrangement with respect to any Equity Interest of Company or any of its Subsidiaries (except as otherwise expressly provided in this Agreement) after the Effective Time.

At such time after the Effective Time as is specified in the Plan of Arrangement, Amalco shall pay the holders of Company Deferred Share Units and Company Restricted Share Units the cash payments specified in this Section 1.2 ; provided, however, that any payment of such amount to John V. Howard Jr. shall be paid on the Business Day following the six-month anniversary of his separation from service as such term is defined in Section 409A of the Code. No interest shall be paid or accrue on such cash payments. Company shall cooperate with Acquiror, and keep Acquiror reasonably informed, with respect to all resolutions, actions and consents that Company intends to adopt, take and obtain in connection with the matters described in this Section 1.2 . Without limitation, Company shall provide Acquiror with a reasonable opportunity to review and comment on all such resolutions and consents. Notwithstanding anything contrary in this Agreement, Company shall cause the Board of Directors of Company to refrain from (i) taking any action intended to convert the outstanding Company Deferred Share Units or Company Restricted Share Units into comparable Equity Interests of Acquiror, (ii) issuing any additional Company Deferred Share Units or Company Restricted Share Units on or after the date of this Agreement except any issuance of Company Deferred Share Units to members of the Board of Directors of Company pursuant to the Company DSU Plan in full or partial payment of periodic director retainer fees at times and in amounts consistent with the past practices of Company, or (iii) obtaining the approval of Company shareholders with respect to the Company DSU Plan; provided that, Company or the Board of Directors of Company may obtain such approval with respect to the Company DSU Plan as long as such approval is given subject to the condition that the transaction contemplated hereby is not completed. Notwithstanding anything to the contrary in this Agreement, Company shall (a) seek to obtain the approval of Company shareholders with respect to the amendment of the Company RSU Plan in

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the manner contemplated in the November 2009 communication to certain Company employees concerning the possible grant of Company Restricted Share Units under the Company RSU Plan under a proposed concept labeled the Worldcolor Long-Term Incentive Plan — Emergence Grant and (b) adopt all resolutions, take all actions and obtain all consents necessary to provide that any awards resulting from approval of such proposal shall, immediately prior to the Effective Time, (i) be cancelled or (ii) become fully vested and converted into Company Common Shares included in the calculation of the Company Outstanding Amount and treated pursuant to Section 1.1(b) .

Section 1.3. Company Implementation Steps.

(a) As promptly as reasonably practicable after the date of this Agreement, Company shall apply, in a manner reasonably acceptable to Acquiror, to the Court under Section 192 of the Canada Business Corporations Act (the “ CBCA ”) and, in cooperation with Acquiror, prepare, file and diligently pursue an application, for the Interim Order, which shall provide (among other things) :

(i) for the class of persons to whom notice shall be provided in respect of the proposed arrangement under Section 192 of the CBCA on the terms and subject to the conditions set forth in the Plan of Arrangement (the “ Arrangement ”) and the Company Meeting and for the manner in which such notice shall be provided;

(ii) that the requisite approval for the Arrangement Resolution shall be two-thirds of the votes cast on the Arrangement Resolution by those holders of Company Common Shares (other than the Escrowed Shares) and of Company Preferred Shares present in person or represented by proxy at the Company Meeting, voting together as a single class, with each Company Common Share (other than the Escrow Shares) entitling the holder thereof to one vote on the Arrangement Resolution and each Company Preferred Share entitling the holder thereof to that number of votes to which such holder is entitled on the record date for the Company Meeting pursuant to the restated articles of incorporation of Company on the Arrangement Resolution;

(iii) that, in all other respects, the terms, restrict ions and conditions of Company’s restated articles of incorporation and by-laws as in effect as of the date of this Agreement, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;

(iv) for the grant of the Dissent Rights to the holders of Company Common Shares (other than the Escrowed Shares);

(v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

(vi) that the Company Meeting may be adjourned or postponed from time to time by Company (subject to the terms of this Agreement) without the need for additional approval of the Court;

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(vii) confirmation of the record date for the purposes of determining the shareholders of Company entitled to receive material and vote at the Company Meeting in accordance with the Interim Order; and

(viii) for such other matters as Company may reasonably require subject to obtaining the prior written consent of Acquiror, such consent not to be unreasonably withheld, conditioned or delayed.

(b) Company shall use commercially reasonable efforts to provide as a step in the Plan of Arrangement that all the outstanding Class A Convertible Preferred Shares of Company (the “ Company Preferred Shares ”) shall be redeemed in connection with the Arrangement and the other transactions contemplated hereby unless, within a specified minimum period of days prior to the Effective Time reasonably acceptable to Acquiror, the holders of Company Preferred Shares exercise their right to convert the Company Preferred Shares into Company Common Shares. Company shall be entitled to implement arrangements to provide for the conditional conversion of the Company Preferred Shares in connection with the Arrangement, such arrangements to be satisfactory to Acquiror acting reasonably. In addition, with the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed), at any time after the date hereof, Company may seek to obtain the consents of the relevant counterparties to amend each of the Credit Agreement dated as of July 21, 2009 with respect to the senior secured revolving credit facility in an aggregate principal amount of $350 million (the “ Revolving Credit Agreement ”), the Term Facility Credit Agreement dated as of July 21, 2009 with respect to the senior secured term facility in an aggregate principal amount of $450 million (the “ Term Facility Agreement ”) and the Indenture dated as of July 21, 2009 with respect to the 10% senior guaranteed notes due July 15, 2013 (the “ Senior Notes Indenture ”, and together with the Revolving Credit Agreement and the Term Facility Agreement, the “ Company Debt Instruments ”) to provide that the redemption of all the outstanding Company Preferred Shares in accordance with the restated articles of incorporation of Company as in effect as of the date hereof by Company shall be permitted under each of the Company Debt Instruments.

(c) If the Plan of Arrangement does not provide that all the outstanding Company Preferred Shares shall be redeemed in connection with the Arrangement and the other transactions contemplated hereby, then as soon as reasonably practical after the satisfaction or waiver of the conditions set forth in ARTICLE V (excluding the conditions that, by their terms, cannot be satisfied until the Closing Date) and if there are any Company Preferred Shares outstanding as of such time, Company shall call for redemption in accordance with their terms and consummate, without recourse to Company other than payment of the applicable purchase price, the redemption of all outstanding Company Preferred Shares for a fixed cash purchase price determined in accordance with the restated articles of incorporation of Company as in effect as of the date hereof (less applicable withholdings) (the “ Company Preferred Shares Redemption ”); provided, however, that Company shall not be required to redeem any Company Preferred Shares that shall have been converted into Company Common Shares prior to the Company Preferred Shares Redemption Date in accordance with the restated articles of incorporation of Company as in effect on the date hereof. In such event, the

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Parties shall cooperate so that the Company Preferred Shares Redemption occurs on the Closing Date (the “ Company Preferred Shares Redemption Date ”).

(d) Promptly after the date of this Agreement, Company will contact the trustee under the Senior Notes Indenture and use commercially reasonable efforts to cause the trustee to consent to implement and/or amend the Senior Notes Indenture (to the extent that such consent is required under the Senior Notes Indenture) to provide for such mechanics as the parties agree are reasonably necessary to cause the Senior Notes Indenture to be terminated (or otherwise to cause the restrictive covenants contained therein to be inapplicable) prior to or as of the Effective Time, including by defeasing or redeeming the notes to be issued under the Senior Notes Indenture immediately prior to or as of the Effective Time and by committing to issue cash in lieu of notes. Company shall cooperate in good faith with Acquiror in connection with the foregoing, and in no event shall Company, without Acquiror’s prior written consent, agree to make any payments or incur any liability in connection with the foregoing in excess of the cost of defeasing the maximum principal amount of notes potentially issuable under Senior Notes Indenture and, to the extent related thereto, the Plan of Reorganization.

(e) Company shall, as soon as reasonably practicable after obtaining the Interim Order and after the United States Securities and Exchange Commission (the “ SEC ”) has informed Acquiror that it has no further comments with respect to or will not review (“ SEC Clearance ”) the Form S-4 and the Form S-4 has become effective, and consistent with the provisions set forth in Section 4.8 , duly take all lawful action to call, give written notice of, convene and hold a special meeting of its shareholders (including any adjournment or postponement thereof, the “ Company Meeting ”) in accordance with the Interim Order for the purpose of voting upon the approval of the Arrangement Resolution by the holders of Company Common Shares (other than the Escrowed Shares) and Company Preferred Shares (and for any other proper purpose as may be set out in the notice for such meeting as agreed by Company and Acquiror).

(f) If the Interim Order is obtained and the Arrangement Resolution is approved at the Company Meeting as provided for in the Interim Order and as required by applicable Law, then, subject to the terms of this Agreement, Company shall, as soon as reasonably practicable thereafter and in any event no later than three Business Days thereafter, complete all actions necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 192 of the CBCA.

(g) After obtaining the Final Order and subject to the satisfaction or waiver of the conditions set forth in ARTICLE V (excluding conditions that, by their terms, cannot be satisfied until the Closing Date, but subject to the satisfaction or waiver of such conditions), Company shall send articles of arrangement of Company in respect of the Arrangement (the “ Articles of Arrangement ”), together with such other documents as may be required in connection therewith under the CBCA, to the Director appointed pursuant to Section 260 of the CBCA (the “ Director ”), for endorsement and filing by the Director to give effect to the Arrangement .

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Section 1.4. Acquiror Implementation Steps.

(a) Acquiror shall, as soon as reasonably practical after the date of this Agreement but in any event no earlier than the Company Meeting and consistent with Section 4.8 , duly take all lawful action to call, give written notice of, convene and hold a meeting of its shareholders (the “ Acquiror Meeting ”) for the purpose of voting upon the approval of the transactions contemplated hereby by the shareholders of Acquiror.

(b) If the transactions contemplated by this Agreement are approved at the Acquiror Meeting, then Acquiror shall, at any time prior to the Closing, register the Acquiror Class A Common Stock under Section 12 of the United States Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

(c) Subject to obtaining the Final Order and the satisfaction or waiver of all other conditions set forth in ARTICLE V , on the Closing Date and prior to the Closing, Acquiror shall file such documents with the Wisconsin Department of Financial Institutions as are necessary to cause Acquiror’s restated articles of incorporation to be amended and restated in substantially the form attached hereto as Exhibit E .

Section 1.5. Certain Adjustments. Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, (a) the outstanding Acquiror Shares shall have been increased, decreased, changed into or exchanged for a different number of shares or different class, in each case, by reason of any reclassification, recapitalization, stock split, split-up, combination or exchange of shares, (b) a stock dividend or dividend payable in any other securities of Acquiror shall be declared with a record date within such period, (c) any other securities of Acquiror shall be declared with a record date within such period or (d) any similar event shall have occurred, then the Share Exchange Ratio shall be appropriately adjusted to provide the holders of Company Common Shares the same economic effect as contemplated by this Agreement and the Plan of Arrangement prior to such event.

Section 1.6. Dissenting Shares. Prior to the Effective Time, Company shall provide Acquiror with prompt written notice of any purported exercise or withdrawal of Dissent Rights by any shareholder of Company that is received by Company in relation to the Arrangement or the Company Meeting. Subject to applicable Law, Company shall provide Acquiror with the opportunity to participate in and direct all negotiations and proceedings with respect to any exercise of such Dissent Rights. Except as required by applicable Law, Company shall not make any payment with respect to, or settle or offer to settle, or otherwise negotiate, Dissent Rights without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed).

Section 1.7. [Reserved]

Section 1.8. Court Proceedings. Subject to the terms of this Agreement and upon Company’s reasonable request, Acquiror will cooperate with and assist Company in connection with its efforts to seek the Interim Order and the Final Order, including by

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providing Company on a timely basis any information required to be supplied by Acquiror in connection therewith.

Section 1.9. Closing.

(a) The closing of the Arrangement and other transactions contemplated hereby (the “ Closing ”) shall occur at the time set forth in the Plan of Arrangement at a place to be specified by the Parties on a date which shall be no later than four days after the date that is the later of (i) the date that the conditions set forth in ARTICLE V (excluding conditions that, by their terms, cannot be satisfied until the Closing Date but subject to the satisfaction or waiver of such conditions) have been satisfied or waived, and (ii) the date that all the outstanding Company Preferred Shares have been converted or redeemed (except that in the event that all the outstanding Company Preferred Shares will be redeemed pursuant to the Arrangement, the Closing shall occur on a date which shall be no later than four days after the date provided in subclause (i) above) (or such other time and date as shall be set forth in a written agreement of the Parties) (the actual date of the Closing is referred to as the “ Closing Date ”); provided that after all the conditions set forth in ARTICLE V have been satisfied or waived (excluding conditions that, by their terms, cannot be satisfied until the Closing Date, but subject to the satisfaction or waiver of such conditions), Acquiror may, by giving advance written notice to Company, elect to postpone the Closing Date for so long as Acquiror advises Company is necessary to permit Acquiror to complete an offering of debt securities to lower the cost of the Debt Financing, provided that such postponement shall be for no more time than is reasonably necessary to complete such financing and shall continue only so long as Acquiror reasonably believes such offering of securities is likely to occur, and in any event shall not be later than 30 days after the date that the conditions set forth in ARTICLE V (excluding conditions that, by their terms, cannot be satisfied until the Closing Date, but subject to the satisfaction or waiver of such conditions) have been satisfied or waived, provided, further, that in the event Acquiror requests to delay the Closing Date in accordance with the foregoing, the Closing shall no longer be subject to the satisfaction of any of the conditions set forth in Sections 5.2(a) , 5.2(c) , 5.2(e) (to the extent relating to the foregoing conditions), 5.2(g) and 5.2(h) , except that prior to Effective Time, Company shall nevertheless deliver to Acquiror a certification of the Chief Executive Officer, the Chief Financial Officer or another executive officer (reasonably acceptable to Acquiror) of Company to the effect that each of the conditions specified in Sections 5.2(a) , 5.2(c) , 5.2(g) and 5.2(h) is satisfied as of the date that Acquiror requests to delay the Closing Date in accordance with the foregoing.

(b) On the Closing Date, Acquiror shall file such documents with the Wisconsin Department of Financial Institutions as are necessary to cause Acquiror’s restated articles of incorporation to be amended and restated in substantially the form attached hereto as Exhibit E .

(c) On the Closing Date, Company shall file the Articles of Arrangement with the Director. The Articles of Arrangement shall implement the Plan of Arrangement.

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(d) On the Closing Date at the time set forth in the Plan of Arrangement, each Company Common Share outstanding immediately prior to the Effective Time shall be exchanged or converted as set forth in the Plan of Arrangement, and from and after the Effective Time, the Arrangement shall have the effects provided by applicable Law, including the CBCA.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF COMPANY

Except as set forth in the corresponding sections or subsections of the disclosure schedule delivered by Company to Acquiror prior to the execution and delivery of this Agreement (the “ Company Disclosure Schedule ”), Company represents and warrants to Acquiror as follows:

Section 2.1. Organization and Qualification. Each of Company and its Subsidiaries is a corporation or other entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has full power and authority to own, operate and lease the properties and assets owned or used by it and to carry on its business as and where such is now being conducted. Each of Company and its Subsidiaries is duly licensed or qualified to do business as a foreign corporation (or other applicable entity), and is in good standing, in each jurisdiction wherein the character of the properties owned or leased by it, or the nature of its business, makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company. Attached to Section 2.1 of the Company Disclosure Schedule is a correct and complete copy of the restated articles of incorporation and by-laws of Company, including any amendments thereto, as presently in effect.

Section 2.2. Subsidiaries. Section 2.2 of the Company Disclosure Schedule sets forth a correct and complete list of (a) all of Company’s Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of each Subsidiary’s outstanding Equity Interests owned by Company, a Subsidiary of Company and any other Person and (b) Company’s or its Subsidiaries’ outstanding Equity Interests in any other Person other than securities of a publicly traded company held for investment by Company or any of its Subsidiaries and consisting of less than 1% of the outstanding Equity Interests of such Person. Company does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Company under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the “ HSR Act ”).

Section 2.3. Capitalization.

(a) The authorized capital stock of Company consists entirely of (i) an unlimited number of Company Common Shares and 12,500,000 Company Preferred Shares. As of the date of this Agreement, 73,285,000 Company Common Shares and 12,500,000 Company Preferred Shares were issued and outstanding. As of the date of this Agreement, there are outstanding (i) Company Deferred Share Units representing the

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right to receive cash equal to the value of an aggregate of 369,676.05 Company Common Shares under the Company DSU Plan and (ii) Company Restricted Share Units representing the right to receive cash equal to the value of an aggregate of 819,022.57 Company Common Shares under the Company RSU Plan. Section 2.3(a) of the Company Disclosure Schedule sets forth a correct and complete list, as of the date of this Agreement, of the number of Company Deferred Share Units granted under the Company DSU Plan and Company Restricted Share Units granted under the Company RSU Plan and the holders, dates of grant, expiration dates and vesting schedules thereof.

(b) Except as set forth above and except for the Company Warrants, as of the date of this Agreement, no Equity Interests of Company have been issued or reserved for issuance or are outstanding. All issued and outstanding Company Common Shares and Company Preferred Shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive (or similar) rights and registration rights. No Company Common Shares or Company Preferred Shares have been issued in violation of any preemptive (or similar) rights.

(c) All issued and outstanding Equity Interests of each Subsidiary are (i) duly authorized, validly issued, fully paid and nonassessable, (ii) free of preemptive (or similar) rights and registration rights and (iii) are owned by Company or a wholly-owned Subsidiary free and clear of any Share Encumbrances. Neither Company nor any of its Subsidiaries is obligated to make any contribution to the capital of, make any loan to or guarantee the debts of, any Person, including any joint venture or similar entity.

(d) No Voting Debt of Company or any of its Subsidiaries is issued or outstanding. Except for the Company Warrants, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, restricted stock, stock-based performance units or Contracts of any kind to which Company or any of its Subsidiaries is a party or by which any of them is bound (i) obligating Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional Equity Interests in, or any security convertible or exercisable for or exchangeable into any Equity Interest of, Company or any of its Subsidiaries or any Voting Debt of Company or any of its Subsidiaries, (ii) obligating Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, unit or Contract or (iii) giving any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Equity Interests of Company or any of its Subsidiaries.

(e) There are no Share Encumbrances to which Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries is bound relating to the issued or unissued Equity Interests of Company or any of its Subsidiaries (including any such Contracts that may limit in any way the solicitation of proxies by or on behalf of Company from, or the casting of votes by, its shareholders with respect to the Arrangement) or granting to any Person the right to elect, or to designate or nominate for election, a director to the Board of Directors of Company or a director of the board of directors or similar supervisory body of any Subsidiary of Company. There are no programs in place or outstanding obligations of Company or any of its Subsidiaries (i) to

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repurchase, redeem or otherwise acquire any Equity Interests of Company or any of its Subsidiaries or (ii) to vote or to dispose of any Equity Interest of any of Company’s Subsidiaries.

(f) Company has made each dividend payment with respect to the Company Preferred Shares in compliance with, and as required by, Company’s restated articles of incorporation, and there are no accrued and unpaid dividends due to holders of the Company Preferred Shares, other than dividends accrued in the current quarter.

Section 2.4. Authorization. Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject, in the case of the consummation of the Arrangement, to the approval of the Arrangement Resolution by the affirmative vote of two-thirds of the votes cast on the Arrangement Resolution by those holders of Company Common Shares (other than Escrowed Shares) and Company Preferred Shares present in person or represented by proxy at the Company Meeting, voting together as a single class (the “ Company Requisite Shareholder Vote ”), and approval by the Court of the Interim Order and the Final Order. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Company, and no other corporate proceedings on the part of Company or its shareholders are necessary to authorize this Agreement and to consummate the transactions contemplated hereby, other than the approval of the Arrangement Resolution by the Company Requisite Shareholder Vote or as may be required in the Interim Order and the Final Order. This Agreement has been duly executed and delivered by Company and, assuming due authorization, execution and delivery by Acquiror, constitutes a legal, valid and binding obligation of Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “ Bankruptcy and Equity Exception ”).

Section 2.5. No Violation.

(a) The execution and delivery by Company of this Agreement do not, and the performance by Company of this Agreement will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or create any obligation to make a payment to any other Person under, or the loss of, any properties or assets of Company or any of its Subsidiaries pursuant to (i) any Law or Order, (ii) any provision of the articles of incorporation, by-laws or other charter documents of Company or any of its Subsidiaries or (iii) any Contract to which Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or of any license, permit, approval, authorization or consent of any Governmental Entity held by, or affecting, or relating in any way to, the properties, assets or business of, Company or any of its Subsidiaries, except, in the case of this subclause

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(iii) , as individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company. The execution and delivery by Company of this Agreement do not, and the performance by Company of this Agreement will not, result in the creation of any Share Encumbrance upon any Equity Interests of Company or any of its Subsidiaries or any Lien upon any of the material properties or assets of Company or any of its Subsidiaries (excluding, in the case of Liens on any of material properties or assets, any Permitted Liens).

(b) Except for (i) filings as required by applicable requirements of the Securities Laws and the Regulatory Laws, (ii) the filing and recordation of appropriate documents as required by the CBCA and (iii) filings that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company, neither Company nor any of its Subsidiaries is required to submit any notice, report or other filing with any Governmental Entity in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. No waiver, consent, approval or authorization of any Governmental Entity is required to be obtained or made by Company or any of its Subsidiaries in connection with its execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except (A) where the failure to obtain such waiver, consent, approval or authorization would not prevent or materially delay the performance by Company of its obligations under this Agreement or (B) in connection with any submission or filing described in subclauses (i) , (ii) and (iii) above.

Section 2.6. Company Financial Statements.

(a) Attached to Section 2.6(a) of the Company Disclosure Schedule are financial statements of Company and its Subsidiaries (collectively, the “ Company Financial Statements ”) consisting of (i) the audited consolidated financial statements (including balance sheets and statements of income, comprehensive income, shareholders’ equity and cash flows) of Company and its Subsidiaries for each of the fiscal years ended December 31, 2008 and December 31, 2007 (including the notes contained therein or annexed thereto), which financial statements have been reported on, and are accompanied by, the signed, unqualified opinion of KPMG LLP, independent accountants for Company for such years, and (ii) an unaudited consolidated balance sheet of Company and its Subsidiaries as of September 30, 2009 (the “ Company Recent Balance Sheet ”) and the related unaudited statements of income, comprehensive income, shareholders’ equity and cash flows for the nine months then ended. The Company Financial Statements (A) were prepared in accordance with generally accepted accounting principles in Canada applied on a consistent basis (except, in the case of unaudited statements, for the absence of footnote disclosure) and with the books and records of Company and its Subsidiaries, and (B) fairly present the assets, liabilities, financial position, results of operations and cash flows of Company and its Subsidiaries as of the dates and for the periods indicated.

(b) Attached to Section 2.6(b) of the Company Disclosure Schedule is a statement reflecting all reconciliations required to reconcile the Company Financial

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Statements to generally accepted accounting principles in the United States in accordance with Item 18 of Form 20-F.

(c) Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, Company and its Subsidiaries do not have any material liabilities or obligations that generally accepted accounting principles in Canada (as applied by Company on a consistent basis) would require to be reflected or reserved against on a balance sheet, other than (A) liabilities or obligations reflected or reserved against on the Company Recent Balance Sheet, (B) those liabilities or obligations pursuant to the Plan of Reorganization that are set forth in Section 2.6(c) of the Company Disclosure Schedule, and (C) liabilities or obligations that were incurred since the date of the Company Recent Balance Sheet in Company’s Ordinary Course of Business that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Company.

Section 2.7. Tax Matters.

(a) All Taxes of Company and its Subsidiaries attributable to periods preceding or ending with the date of the Company Recent Balance Sheet have been paid or have been included in a liability accrual for the specific Taxes on the Company Recent Balance Sheet. Since the date of the Company Recent Balance Sheet, neither Company nor any of its Subsidiaries has incurred any Taxes other than Taxes incurred in Company’s Ordinary Course of Business.

(b) Each of Company and its Subsidiaries has timely filed all Tax Returns required to be filed, and all such Tax Returns were and are correct and complete, except for failures to so file or failures to be so correct and complete that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company.

(c) Each of Company and its Subsidiaries has duly withheld, collected and timely paid all Taxes that it was required to withhold, collect and pay relating to amounts paid or owing to any employee, independent contractor, creditor, shareholder or other Person, except for failures to withhold, collect or pay that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company.

(d) No claim has been made by any taxing authority in a jurisdiction where Company or any of its Subsidiaries does not file Tax Returns that such entity is or may be subject to Tax or required to file a Tax Return in such jurisdiction, except for those instances where neither the imposition of any such Tax nor the filing of any such Tax Return (and the obligation to pay the Taxes reflected thereon), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company. There are no outstanding waivers or comparable consents that have been given by Company or any of its Subsidiaries regarding the application of the statute of limitations with respect to any Taxes or Tax Returns, other than in Company’s Ordinary

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Course of Business. Neither Company nor any of its Subsidiaries is subject to any Liens for Taxes, other than Liens for current Taxes not yet due and payable.

(e) Neither Company nor any of its Subsidiaries has received from any Tax authority with respect to Tax periods ending on or after December 31, 2002: (i) any notice of underpayment of Taxes or other deficiency, or notice of proposed adjustment; (ii) any request for information relating to Taxes; or (iii) any notice indicating an intent to commence an audit.

(f) Since January 1, 2005, neither Company nor any of its Subsidiaries has requested or received a Tax ruling, private letter ruling, technical advice memorandum, advance pricing agreement, competent authority relief or similar agreement, or has entered into a closing agreement or contract with any taxing authority that, in each case, remains outstanding or effective. Neither Company nor any of its Subsidiaries is subject to a Tax sharing, allocation, indemnification or similar Contract (except such Contracts as are solely between Company and its Subsidiaries) pursuant to which it could have an obligation to make a payment to any Person in respect of Taxes. Neither Company nor any of its Subsidiaries has entered into any gain recognition agreement under Section 367 of the Code.

(g) Company is not and has never been a “United States person” within the meaning of Section 7701(a)(30) of the Code. At no time has any Subsidiary of Company been a member of an affiliated group of corporations that filed a consolidated U.S. federal income tax return, other than a group the common parent of which at such time was a Subsidiary of Company. No affiliated group of corporations of which any Subsidiary of Company has been a member has discontinued filing consolidated U.S. federal income tax returns during the three years preceding the Closing Date. Neither Company nor any of its Subsidiaries has any liability for the Taxes of any person other than Company and its Subsidiaries, whether such liability arises under Treas. Reg. § 1.1502-6 or under any comparable provision of state, local, or foreign law, or arises by contract, or as a transferee or successor, or otherwise.

(h) Neither Company nor any of its Subsidiaries is participating or has participated in a reportable or listed transaction within the meaning of Treas. Reg. § 1.6011-4 or Section 6707A(c) of the United States Internal Revenue Code of 1986, as amended (the “ Code ”). With respect to all Tax periods ending on or after December 31, 2002: (i) Company and each of its Subsidiaries have disclosed on their U.S. federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of U.S. federal income Tax within the meaning of Section 6662 of the Code; and (ii) neither Company nor any of its Subsidiaries has received a Tax opinion with respect to any transaction relating to Company or any of its Subsidiaries other than a transaction in the ordinary course of business. Neither Company nor any of its Subsidiaries is the direct or indirect beneficiary of a guarantee of Tax benefits or any other arrangement that has the same economic effect with respect to any transaction or Tax opinion relating to Company or any of its Subsidiaries.

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(i) Neither Company nor any of its Subsidiaries has (i) been the “distributing corporation” or a “controlled corporation” (within the meaning of Section 355 of the Code) with respect to a transaction that was purported to be governed in whole or in part by Section 355 of the Code, (ii) participated in an international boycott within the meaning of Section 999 of the Code, or (iii) made or revoked any election under Treas. Reg. § 301.7701-3 regarding classification as a corporation, as a partnership, or as a disregarded entity.

(j) No Subsidiary of Company is, or has been at any time within the five years preceding the Closing Date, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code.

Section 2.8. Absence of Certain Changes. From July 21, 2009 through the date of this Agreement, (a) Company and its Subsidiaries have conducted their respective businesses only in Company’s Ordinary Course of Business in all material respects, (b) there has not been any change, event, development, condition, occurrence or combination of changes, events, developments, conditions or occurrences that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Company, (c) neither Company nor any of its Subsidiaries has increased the compensation or benefits of, or granted or paid any benefits to, any director, officer or other employee, or taken any similar action, except, in the case of this subclause (c) , (i) to the extent required under the terms of any Contracts, trusts, funds or Company Employee Benefit Plans disclosed in the Company Disclosure Schedule, (ii) for increases in the compensation or benefits of officers of Company that, in the aggregate, are not material and (iii) for increases in the compensation or benefits of other employees of Company and its Subsidiaries in Company’s Ordinary Course of Business, and (d) there has not been any action taken by Company or any of its Subsidiaries that would have required the consent of Acquiror under Section 4.1(b) if such action was taken after the date of this Agreement.

Section 2.9. Litigation; Orders. There is no claim, action, suit, arbitration, proceeding, investigation or inquiry, whether civil, criminal or administrative, pending or, to the knowledge of Company, threatened against Company or any of its Subsidiaries or any of their respective officers or directors (in such capacity) or any of their respective businesses or assets, at law or in equity, before or by any Governmental Entity or arbitrator, except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company. None of Company, any of its Subsidiaries or any of their respective businesses or assets is subject to any Order of any Governmental Entity that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Company. The term “knowledge” when used in this Agreement with respect to Company shall mean the actual knowledge of Mark A. Angelson, Brian Freshi, Guy Trahan, John Ross, Kristopher Wood, Lorien Gallo, John Howard, Ann Pantel, Lenny DiPalma, Dean Wimer, David Blair and Andy Hines.

Section 2.10. Permits. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company, Company and its Subsidiaries hold all licenses, permits, approvals, authorizations and consents of all

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Governmental Entities that are necessary for the operation of their respective businesses as now being conducted (collectively, the “ Company Permits ”), and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of Company, threatened. Company and its Subsidiaries are in compliance with the terms of Company Permits, except for instances of noncompliance where neither the costs to comply nor the failure to comply, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Company.

Section 2.11. Compliance with Laws.

(a) Company and its Subsidiaries, and their respective assets, are in compliance with all Laws and Orders, except for instances of noncompliance where neither the costs to comply nor the failure to comply, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Company.

(b) To the knowledge of Company, none of Company, any of its Subsidiaries or any director, officer, employee, agent or other person associated with or acting on behalf of Company or any of its Subsidiaries is an official, agent or employee of any government or Governmental Entity or political party or a candidate for any political office. During the previous five years, to the knowledge of Company, none of Company, any of its Subsidiaries or any director, officer, employee, agent or other person associated with or acting on behalf of Company or any of its Subsidiaries has, directly or indirectly, (i) used any funds of Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from funds of Company or any of its Subsidiaries, (iii) made any payments or gifts to any governmental officials out of funds of Company or any of its Subsidiaries (but excluding payments to governmental agencies in amounts legally due and owing by Company or any of its Subsidiaries), (iv) established or maintained any unlawful fund of monies or other assets of Company or any of its Subsidiaries, (v) made any fraudulent entry on the books or records of Company or any of its Subsidiaries or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business for Company or any of its Subsidiaries, to obtain special concessions for Company or any of its Subsidiaries or to pay for favorable treatment for business secured or to pay for special concessions already obtained for Company or any of its Subsidiaries.

Section 2.12. Environmental Matters.

(a) Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws and Orders relating to pollution, protection of the environment or human health, occupational safety and health or sanitation and all other applicable Laws and Orders relating to emissions, spills, discharges, generation, storage, leaks, injection, leaching, seepage, migration, releases or threatened releases of Hazardous Substances into the environment (including ambient air, surface water, ground

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water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances, together with any plan, notice or demand letter issued, entered, promulgated or approved thereunder (collectively, “ Environmental Laws ”). Neither Company nor any of its Subsidiaries has received any written notice of (i) any material violation of an Environmental Law or (ii) the institution of any claim, action, suit, proceeding, investigation or inquiry by any Governmental Entity or other Person alleging that Company or any of its Subsidiaries may be in material violation of or materially liable under any Environmental Law.

(b) Neither Company nor any of its Subsidiaries has (i) placed, held, located, released, discharged, transported or disposed of any Hazardous Substances on, under, from or at any of the properties currently or previously owned or operated by Company or any of its Subsidiaries, except in a manner that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company, (ii) any liability for any Hazardous Substance disposal or contamination on any of Company’s or any of its Subsidiaries’ properties or any other properties that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Company, (iii) reason to know of the presence of any Hazardous Substances on, under, at or coming from any of Company’s or any of its Subsidiaries’ properties or any other properties but arising from the conduct of operations of Company or any of its Subsidiaries, except in a manner that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company, or (iv) received any written notice of (A) any actual or potential liability for the response to or remediation of Hazardous Substances at or arising from any of Company’s or any of its Subsidiaries’ properties or any other properties or (B) any actual or potential liability for the costs of response to or remediation of Hazardous Substances at or arising from any of Company’s or any of its Subsidiaries’ properties or any other properties, in the case of both subclauses (A) and (B) , that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Company. Company has provided Acquiror with correct and complete copies of all material environmental reports in the possession of Company or any of its Subsidiaries or their respective Representatives or consultants and in the case of Representatives and consultants, to the extent such reports were prepared or obtained for or at the direction of Company or any of its Subsidiaries, relating to properties currently or formerly owned or operated by Company or any of its Subsidiaries.

(c) There are no acts, omissions, circumstances or conditions that would reasonably be expected to lead to material liability under Environmental Laws with respect to the business or operations of Company or any of its Subsidiaries or the current or former ownership or operation of any real estate by Company or any of its Subsidiaries.

(d) No Environmental Law imposes any material obligation on Company or any of its Subsidiaries arising out of or as a condition to any transaction contemplated hereby, including any requirement to modify or transfer any Company Permit, any requirement to file any notice or other submission with any Governmental Entity, the

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placement of any notice, acknowledgement, or covenant in any land records, or the modification of or provision of notice under any Contract or consent Order.

(e) Neither Company nor any of its Subsidiaries has any material obligation, pursuant to any agreement, by operation of Law or otherwise, for any claims related to compliance with, or liability under, any Environmental Law.

Section 2.13. Employee Benefits.

(a) Section 2.13(a) of the Company Disclosure Schedule sets forth a correct and complete list of all Employee Benefit Plans that are maintained by Company, any of its Subsidiaries or any ERISA Affiliate of Company or any of its Subsidiaries (each, a “ Company ERISA Affiliate ”) or to which Company, any of its Subsidiaries or any Company ERISA Affiliate is obligated to contribute, for current or former employees or directors (or dependents or beneficiaries thereof) of Company, any of its Subsidiaries or any Company ERISA Affiliate (collectively, the “ Company Employee Benefit Plans ”).

(b) Section 2.13(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Company Employee Benefit Plan (excluding the Company Non-US Benefit Plans) that is a Multiemployer Plan. During the last five years, none of Company, its current or former Subsidiaries or any current or former Company ERISA Affiliate has (A) withdrawn from any Multiemployer Plan in a complete or partial withdrawal under circumstances in which any withdrawal liability was not satisfied in full or (B) engaged in a transaction that is subject to Section 4069 of ERISA. None of Company, any of its Subsidiaries or any Company ERISA Affiliate is or has ever been a party to any multiple employer plan, as that term is defined in Section 413(c) of the Code or a multiple employer welfare arrangement as that term is defined in Section 3(40) of ERISA.

(c) Section 2.13(c) of the Company Disclosure Schedule sets forth a correct and complete list of each Company Employee Benefit Plan (excluding the Company Non-US Benefit Plans) that is a “single employer plan,” as defined in Section 4001(a)(15) of ERISA, that is subject to Title IV of ERISA. None of Company, any of its Subsidiaries or any Company ERISA Affiliate has incurred any outstanding liability under Section 4062, 4063 or 4064 of ERISA to the Pension Benefit Guaranty Corporation or to a trustee appointed under Section 4042 of ERISA. None of the Company Employee Benefit Plans set forth in Section 2.13(c) of the Company Disclosure Schedule or any other plan, fund or program maintained or contributed to by Company, any of its Subsidiaries or any Company ERISA Affiliate within the past six years that is subject to Title IV of ERISA has been terminated so as to subject, directly or indirectly, any assets of Company or any of its Subsidiaries to any liability, contingent or otherwise, or the imposition of any Lien under Title IV of ERISA. No proceeding has been initiated by any Person (including the Pension Benefit Guaranty Corporation) to terminate any such plan. No “reportable event” (as defined in Section 4043 of ERISA) has occurred with respect to any such plan, and no such reportable event will occur as a result of the transactions contemplated hereby. No such plan is in “at risk” status within the meaning of Section 303 of ERISA.

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(d) Company and each of its Subsidiaries have reserved, to the extent permitted by applicable Law, the right to amend, terminate or modify at any time all Company Employee Benefit Plans (excluding the Company Non-US Benefit Plans), except as limited by the terms of a collective bargaining agreement, and other than with respect to Company Employee Benefit Plans that are executive compensation contracts and other bi-lateral agreements or arrangements between Company and its Affiliates on the one hand and an individual on the other hand.

(e) The Internal Revenue Service has issued a currently effective favorable determination letter with respect to each Company Employee Benefit Plan (excluding the Company Non-US Benefit Plans) that is intended to be a “qualified plan” within the meaning of Section 401 of the Code, and each trust maintained pursuant thereto has been determined to be exempt from federal income taxation under Section 501 of the Code by the IRS. Each such Company Employee Benefit Plan has been timely amended since the date of the latest favorable determination letter in accordance with all applicable Laws. Nothing has occurred with respect to the operation of any such Company Employee Benefit Plan that is reasonably likely to cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code or the assertion of claims by “participants” (as that term is defined in Section 3(7) of ERISA) other than routine benefit claims.

(f) None of Company, its Subsidiaries, the officers or directors of Company or any of its Subsidiaries or the Employee Benefit Plans (excluding the Company Non-US Benefit Plans) that are subject to ERISA, any trusts created thereunder or any trustee or administrator thereof has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that would subject Company, any of its Subsidiaries or any officer or director of Company or any of its Subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any liability under Section 502 of ERISA.

(g) There are no material claims (except claims for benefits payable in Company’s Ordinary Course of Business and proceedings with respect to qualified domestic relations orders), or any suits or proceedings pending or, to the knowledge of Company, threatened against or involving any Company Employee Benefit Plan (excluding the Company Non-US Benefit Plans), asserting any rights or claims to benefits under any Company Employee Benefit Plan (excluding the Company Non-US Benefit Plans) or asserting any claims against any administrator, fiduciary or sponsor thereof. There are no pending or, to the knowledge of Company, threatened investigations by any Governmental Entity involving any Company Employee Benefit Plans (excluding the Company Non-US Benefit Plans).

(h) All Company Employee Benefit Plans (excluding the Company Non-US Benefit Plans) have been established, maintained and administered in accordance with their terms and with all provisions of applicable Laws, including ERISA and the Code, except for instances of noncompliance where neither the costs to comply nor the failure to comply, individually or in the aggregate, would reasonably be expected to have a

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Material Adverse Effect on Company. All material contributions or premiums required to be made to, or benefit liabilities arising under the terms of, each Company Employee Benefit Plan (excluding the Company Non-US Benefit Plans) for all periods have been made or adequately reserved for or have been disclosed as liabilities on the Company Recent Balance Sheet.

(i) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will: (i) increase any benefits otherwise payable under any Company Employee Benefit Plan (excluding the Company Non-US Benefit Plans); (ii) result in any acceleration of the time of payment or vesting of any such benefits; (iii) limit or prohibit the ability to amend or terminate any Company Employee Benefit Plan (excluding the Company Non-US Benefit Plans); (iv) require the funding of any trust or other funding vehicle in respect of any Company Employee Benefit Plan (excluding the Company Non-US Benefit Plans); or (v) renew or extend the term of any agreement in respect of compensation for a U.S. employee of Company or any of its Subsidiaries that would create any liability to Company, Acquiror or their respective Affiliates.

(j) Neither Company nor any of its Subsidiaries have made any payments, or have been or is a party to a Contract or an Employee Benefit Plan (including this Agreement) that would obligate it to make payments, (either before or after the Closing Date) that will not be deductible because of Section 162(m) or Section 280G of the Code.

(k) None of Company, any of its Subsidiaries or any Company ERISA Affiliate has communicated to any current or former employee or director any intention or commitment to establish or implement any additional material Company Employee Benefit Plan or to amend or modify, in any material respect, any existing Company Employee Benefit Plan (excluding the Company Non-US Benefit Plans).

(l) With respect to each Company Employee Benefit Plan that is subject to the Law of any jurisdiction other than the United States (a “ Company Non-US Benefit Plan ”), except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company: (i) to the knowledge of Company, all employer and employee contributions to each Company Non-US Benefit Plan required by Law or by the terms of such Company Non-US Benefit Plan have been made or, if applicable, accrued in accordance with normal accounting practices; (ii) to the knowledge of Company, all Company Non-US Benefit Plans have been established, registered, administered, funded and invested in accordance with their terms, including the terms of the material documents that support such Company Non-US Benefit Plan, any applicable Company Labor Contract and all requirements of applicable Law, (iii) each Company Non-US Benefit Plan required to be registered has been registered and has been maintained in good standing with the appropriate Governmental Entities; (iv) to the extent any Company Non-US Benefit Plan is intended to qualify for special tax treatment, such Company Non-US Benefit Plan meets all requirements for such treatment; (v) to the knowledge of Company, no event has occurred respecting any Company Non-US Benefit Plan that would entitle any Person (without the consent of Company) to wholly wind-up or terminate any Company Non-US Benefit Plan; (vi) none of the Company Non-US

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Benefit Plans provide for benefit increases or the acceleration of, or an increase in, funding obligations that are contingent upon, or will be triggered by, the completion of the transactions contemplated herein; (vii) there are no unfunded liabilities in respect of any Company Non-US Benefit Plan, including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable; (viii) none of the Company Non-US Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependants of such employees; and (ix) there is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or threatened involving any Company Non-US Benefit Plan or its assets.

Section 2.14. Labor and Employee Matters.

(a) Except for those Contracts with a labor union, labor organization or works council that are set forth in Section 2.16 of the Company Disclosure Schedule (the “ Company Labor Contracts ”), neither Company nor any of its Subsidiaries is party to, or bound by, any labor agreement or collective bargaining agreement with any labor union, labor organization or works council or group of employees. Except for the Company Labor Contracts, there are no labor agreements or collective bargaining agreements that pertain to any of the employees of Company or any of its Subsidiaries. Except as described in the Company Labor Contracts, no employees of Company or any of its Subsidiaries are legally organized or recognized as a labor organization or represented by any labor union, labor organization or works council with respect to their employment with Company or any of its Subsidiaries.

(b) To the knowledge of Company, no labor union, labor organization, works council or group of employees of Company or any of its Subsidiaries has made a pending demand for recognition, certification, representation or bargaining, and there are no representation or certification proceedings or petitions pending or, to the knowledge of Company, threatened to be brought or filed with the National Labor Relations Board or any other Governmental Entity. To the knowledge of Company, there are no organizational attempts relating to labor unions, labor organizations or works councils occurring with respect to any employees of Company or any of its Subsidiaries, and none have occurred within the previous 12 months.

(c) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company, (i) there are no unfair labor practice charges or complaints or appeals of such matters against Company or any of its Subsidiaries pending or, to the knowledge of Company, threatened before the National Labor Relations Board or any other Governmental Entity, (ii) there are no labor strikes, slowdowns, stoppages, walkouts, lockouts or other labor-related disputes pending or, to the knowledge of Company, threatened against or affecting Company or any of its Subsidiaries, (iii) there are no pending or, to the knowledge of Company, threatened grievances or arbitration proceedings against or involving Company or any of its Subsidiaries arising out of or under any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract or Company Employee Benefit Plan with any labor union, labor organization, works council or group

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of employees and (iv) Company and its Subsidiaries have complied with all hiring and employment obligations under the Office of Federal Contract Compliance Programs rules and regulations, where applicable. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, require any consent or approval of, or any consultation with, any labor union, labor organization, works council or group of employees of Company or any of its Subsidiaries.

Section 2.15. Intellectual Property.

(a) Company and its Subsidiaries have good title to or, with respect to items not owned by Company or its Subsidiaries, sufficient rights to use all Intellectual Property Rights that are owned or licensed by Company or any of its Subsidiaries or utilized by Company or any of its Subsidiaries in the conduct of their respective businesses (all of the foregoing items are referred to as the “ Company Intellectual Property ”). To conduct the business of Company and its Subsidiaries as presently conducted, neither Company nor any of its Subsidiaries requires any Intellectual Property Rights that Company and its Subsidiaries do not already own or license. Company has no knowledge of any infringement or misappropriation by others of Intellectual Property Rights owned or used by Company or any of its Subsidiaries. The conduct of the businesses of Company and its Subsidiaries does not infringe on or misappropriate any Intellectual Property Rights of others. The consummation of the transactions contemplated hereby, including the Arrangement, will not impair any rights of Company or any of its Subsidiaries in, to or under any Company Intellectual Property.

(b) No claims with respect to Company Intellectual Property are pending or, to the knowledge of Company, threatened by any Person (i) to the effect that the manufacture, performance, sale or use of any product, process or service as now used or offered or proposed for use or sale by Company or any of its Subsidiaries infringes on any Intellectual Property Rights of any Person, (ii) against the use by Company or any of its Subsidiaries of any Company Intellectual Property or (iii) challenging the ownership, validity, enforceability or effectiveness of any Company Intellectual Property.

Section 2.16. Certain Contracts.

(a) Except as set forth in Section 2.16 of the Company Disclosure Schedule, and except for Contracts with customers other than the Contracts with the largest 25 customers for the fiscal year ended December 31, 2009 (determined on the basis of the expected total dollar amount of net sales) if applicable , neither Company nor any of its Subsidiaries is a party to or bound by any Contract that: (i) involves or would reasonably be expected to involve aggregate future payments by Company and/or its Subsidiaries in excess of $5,000,000 or its foreign currency equivalent as of the date of this Agreement or aggregate future payments to Company and/or its Subsidiaries in excess of $5,000,000 or its foreign currency equivalent as of the date of this Agreement (excluding purchase orders received and accepted by Company and/or its Subsidiaries in Company’s Ordinary Course of Business), (ii) would be required to be filed with the SEC under Item 601 of Regulation S-K of the Exchange Act, if Company was subject thereto, (iii) provides for or otherwise relates to joint venture, partnership, strategic alliance or similar

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arrangements, (iv) contains any non-competition, exclusivity, confidentiality or other obligation that purports to limit in any material respect the manner in which, or the geographic areas in which, the business of Company or any of its Subsidiaries may be conducted or, after the Effective Time, would have the effect of limiting in any material respect the manner in which, or the geographic areas in which, the business of Acquiror or any of its Subsidiaries may be conducted, (v) constitutes or provides for indentures, mortgages, promissory notes, loan agreements, guarantees, letter of credit or other agreements or instruments of Company or any of its Subsidiaries or commitments for the borrowing or the lending by Company or any of its Subsidiaries of amounts in excess of $1,000,000, (vi) is a license of Intellectual Property Rights to or from Company or any of its Subsidiaries that is material to the business of Company or any of its Subsidiaries, (vii) with any labor union, labor organization or works council, (viii) contains any type of provision that becomes applicable due to the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, but, in the case of this subclause (viii) , excluding those Contracts that contain provisions that relate solely to the payment of a monetary amount of less than $5,000,000, or (ix) is material to Company and its Subsidiaries taken as a whole, irrespective of amount or duration.

(b) Each Company Contract is valid and binding on Company and/or its Subsidiaries, as applicable, and in full force and effect. Each of Company and its Subsidiaries and, to the knowledge of Company, the other Person or Persons thereto has in all material respects performed all of its obligations required to be performed by it under each Company Contract, except for instances of noncompliance where neither the costs to comply nor the failure to comply, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Company.

(c) As of the date of this Agreement, no customer of Company or any of its Subsidiaries that, individually or in the aggregate with its Affiliates, accounted for 1.0% or more of the consolidated revenues of Company and its Subsidiaries during the 12-month period preceding the date of this Agreement has cancelled or otherwise terminated its relationship with Company or any Subsidiary of Company. As of the date of this Agreement, no group of customers of Company or any of its Subsidiaries that, in the aggregate, accounted for 3.0% or more of the consolidated revenues of Company and its Subsidiaries during the 12-month period preceding the date of this Agreement has cancelled or otherwise terminated its relationship with Company or any Subsidiary of Company.

Section 2.17. Properties and Assets. Each of Company and its Subsidiaries owns good and marketable title to the properties and assets that are material to its business (other than properties and assets held under valid leases or licenses), free and clear of all Liens, except those Liens for Taxes not yet due and payable and such other Liens or minor imperfections of title, if any, that do not materially detract from the value or interfere with the present use of the affected property or asset. Such properties and assets, together with all properties and assets held by Company and its Subsidiaries under leases or licenses, include all tangible and intangible property, assets, Contracts and rights necessary or required for the operation of the business of Company and its Subsidiaries as presently conducted.

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Section 2.18. Insurance. All material insurance policies maintained by Company or any of its Subsidiaries, including policies with respect to fire, casualty, general liability, business interruption and product liability, are with reputable insurance carriers, provide full and adequate coverage for all normal risks incident to the respective businesses, properties and assets of Company and its Subsidiaries and are in character and amount at least equivalent to that carried by Persons engaged in similar businesses and subject to the same or similar perils or hazards, except for failures to maintain such insurance policies that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company. Company and each of its Subsidiaries have made all payments required to maintain such policies in full force and effect. Neither Company nor any of its Subsidiaries has received notice of default under any such policy or notice of any pending or threatened termination or cancellation, coverage limitation or reduction or material premium increase with respect to any such policy. Section 2.18 of the Company Disclosure Schedule sets forth the aggregate annual premiums that Company is paying with respect to Company’s directors and officers insurance policy for the current policy period that includes the date of this Agreement.

Section 2.19. Company Board Approval. The Board of Directors of Company, by resolutions duly adopted by vote at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (a) determined that this Agreement and the Arrangement are fair to the holders of Company Common Shares and in the best interests of Company, (b) approved this Agreement, the Arrangement and the other transactions contemplated hereby and (c) recommended that the shareholders of Company approve the Arrangement Resolution and directed that such matter be submitted to a vote by Company’s shareholders at the Company Meeting.

Section 2.20. Opinion of Financial Advisor. Company has received the opinion of Morgan Stanley & Co. Incorporated, to the effect that, as of the date of such opinion, the consideration to be received by the holders of Company Common Shares pursuant to the Arrangement was fair, from a financial point of view, to the holders of Company Common Shares, and a copy of such opinion has been delivered to Acquiror. It is agreed and understood that such opinion is for the benefit of the Company’s Board of Directors and may not be relied upon by Acquiror or Acquiror Sub.

Section 2.21. Affiliate Transactions. Section 2.21 of the Company Disclosure Schedule sets forth a correct and complete list of all Related Party Contracts to which Company or any of its Subsidiaries is party. To the knowledge of Company, no Affiliate of Company, or any family member of such Affiliate, has any direct or indirect interest in (i) any entity that does business with Company or any of its Subsidiaries or is competitive with the business of Company or any of its Subsidiaries or (ii) any property, asset or right that is used by Company or any of its Subsidiaries in the conduct of its respective business.

Section 2.22. Certain Securities Law Matters.

(a) Company is a “reporting issuer” or the equivalent in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New

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Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and not in any other jurisdiction and is in material compliance with all applicable Securities Laws, including the Sarbanes-Oxley Act of 2002. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since July 21, 2009, neither Company nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of Company. The Company Common Shares are listed only on, and Company is in material compliance with the rules and policies of, the Toronto Stock Exchange. Company is a “foreign private issuer,” as that term is used in Rule 3b-4 promulgated under the Exchange Act, and has no reason to believe it will not qualify as a “foreign private issuer” at any time prior to the Effective Time. Company is not an investment company registered or required to be registered under the United States Investment Company Act of 1940, as amended. Since December 31, 2008, Company has not made an offering of securities registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”).

(b) Since December 31, 2008, Company has filed all forms, reports, schedules, proxy statements, circulars, statements, prospectuses and other documents (including all exhibits thereto) required to be filed with all applicable securities regulatory authorities and self-regulatory organizations, including the Toronto Stock Exchange (which documents, as they have been amended since the time of their filing, and including the exhibits thereto, are referred to collectively in this Agreement as the “ Company Securities Reports ”). Company has heretofore furnished to Acquiror all Company Securities Reports that are not filed with and publicly available through the System for Electronic Data, Analysis and Retrieval (SEDAR) of the Canadian Securities Authorities. The Company Securities Reports (including any financial statements or schedules included or incorporated by reference therein) (i) when filed, complied in all material respects with the requirements of the Securities Laws and (ii) do not (except to the extent revised or superseded by a subsequent filing with the applicable regulatory authority or self-regulatory organization), and did not at the time they were filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Company has not filed with the Québec Securities Commission or any other applicable regulatory authority or self-regulatory organization any confidential material change report that remains confidential. No Subsidiary of Company is required to file any forms, reports, schedules, proxy statements, circulars, statements, prospectuses and other documents with any securities regulatory authority or self-regulatory organization.

(c) Each of the principal executive officer and the principal financial officer of Company (or each former principal executive officer and former principal financial officer of Company, as applicable) has made all certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 with respect to the Company Securities Reports. To the knowledge of Company, there are no facts or circumstances that would prevent Company’s principal executive officer and principal financial officer from giving such certifications without qualification when next due. (For purposes of this subsection, “principal executive officer” and “principal financial officer” shall have the meanings ascribed to such terms in the Sarbanes-Oxley Act of 2002.)

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(d) Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including policies and procedures that provide reasonable assurance (i) that Company and its Subsidiaries maintain records that in reasonable detail accurately and fairly reflect their respective transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in Canada, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the Board of Directors of Company and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Company’s and its Subsidiaries’ assets that could have a material effect on Company’s financial statements. Company has evaluated the effectiveness of Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company Securities Report or any amendment thereto its conclusions about the effectiveness of its internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. To the extent required by applicable Law, Company has disclosed, in any applicable Company Securities Report or any amendment thereto, any change in Company’s internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, Company’s internal control over financial reporting. The principal executive officer and the principal financial officer of Company have disclosed to Company’s auditors and the audit committee of the Board of Directors of Company (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal control over financial reporting, and Company has made available to Acquiror a summary of any such disclosure.

(e) Company has designed its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that all information required to be disclosed by Company in the reports it files or submits under the Exchange Act is made known to the principal executive officer and the principal financial officer of Company by others within Company to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the applicable rules and forms. Company has evaluated the effectiveness of Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company Securities Report or any amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation.

(f) Company has made available to Acquiror copies of any comments from any Securities Authority or self-regulatory organization with respect to the Company

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Securities Reports that Company has received since December 31, 2008, together with copies of Company’s responses thereto, and as of the date hereof, no such comments remain outstanding or otherwise unresolved. There are no inquiries, reviews or investigations by any Security Authority or self-regulatory organization or internal investigations pending or, to the knowledge of Company, threatened, in each case, relating to Company or any of its Subsidiaries.

(g) As of the date of this Agreement, to the knowledge of Company, no accounting rule, opinion, standard, consensus or pronouncement applicable to Company or any of its Subsidiaries has been adopted by any Securities Authority, the Financial Accounting Standards Board, the Emerging Issues Task Force, the Public Company Accounting Oversight Board or any similar body that Company or any of its Subsidiaries is required to implement but has not yet implemented as of the date of this Agreement and that, if so implemented, would reasonably be expected to have a Material Adverse Effect on Company.

(h) No attorney representing Company or any of its Subsidiaries, whether or not employed by Company or any Subsidiary of Company, has reported to Company’s chief legal counsel or principal executive officer evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Company or any of its officers, directors, employees or agents pursuant to Section 307 of the Sarbanes-Oxley Act of 2002.

(i) Since December 31, 2008, to the knowledge of Company, no employee of Company or any of its Subsidiaries has provided or is providing information to any Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the Sarbanes-Oxley Act of 2002 by Company or any of its Subsidiaries.

Section 2.23. Company Rights Agreement. Company and the Board of Directors of Company have taken all necessary action to defer any “Separation Time” of “Rights” (as such terms are defined in the Company Rights Agreement) that may occur pursuant to that certain Shareholder Rights Plan Agreement, dated August 20, 2009, between Company and Computershare Investor Services Inc. (the “ Company Rights Agreement ”) as a result of this Agreement and the transactions contemplated hereby. Company has made available to Acquiror a complete and correct copy of the Company Rights Agreement, as amended through the date of this Agreement.

Section 2.24. Bankruptcy Matters. The Plan of Reorganization is in full force and effect, and Company has implemented or is implementing the terms of the Plan of Reorganization. To the best of its knowledge, Company is, in all material respects, in compliance with all of the orders entered, respectively, by the U.S. Bankruptcy Court and the Quebec Superior Court. Specifically, for illustrative purposes and for the elimination of uncertainty, Company (a) has, in the Chapter 11 proceedings pending before the U.S. Bankruptcy Court (the “ U.S. Proceedings ”), assumed or rejected all applicable executory contracts between it and third parties in the U.S. Proceedings and paid or otherwise

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resolved all of its cure obligations in respect of such executory contracts; (b) has paid, will pay, or has made arrangements to pay, as applicable, all of the governmental fees required to be paid under 28 U.S.C. § 1930 in respect of the U.S. Proceedings and any similar requirements under the Companies’ Creditors Arrangement Act in respect of the proceedings pending before the Quebec Superior Court (the “Canadian Proceedings”); (c) has resolved or transferred to a non-related entity to resolve any and all adversary proceedings pending in the U.S. Proceedings as of the effective date of the Plan of Reorganization, and, in the U.S. Proceedings, has resolved or transferred to a non-related entity to resolve all causes of action against persons arising under sections 544, 545, 547, 548, or 553 of the U.S. Bankruptcy Code or similar state laws; (d) with respect to all claims that have been or are being asserted in the U.S. Proceedings or the Canadian Proceedings on account of Taxes, such claims have been paid or will be addressed in the U.S. Proceedings or the Canadian Proceedings, as applicable, and will be resolved and/or paid as provided for under the Plan of Reorganization; (e) has established appropriate claims resolution procedures incident to each of the U.S. Proceedings and the Canadian Proceedings, which in the U.S. Proceedings was approved by order of the U.S. Bankruptcy Court entered November 5, 2009; (f) intends, pursuant to the Plan of Reorganization and the indenture authorized by it, to issue unsecured notes in an aggregate principal amount not to exceed $75,000,000 (plus any interest, surcharges and other amounts payable consistent with the indenture) and/or cash in lieu thereof to holders of Class 3 Claims in the U.S. Proceedings under the Plan of Reorganization in full satisfaction and discharge of their claims, and anticipates making payments on account of and/or in satisfaction of such unsecured notes in accordance with the terms and conditions of the indenture; (g) does not anticipate filing any plan amendments and anticipates applying for a final decree from the U.S. Bankruptcy Court as soon as reasonably practicable after the U.S. Proceedings have been fully administered and all claims have been finally determined and either allowed and/or disallowed and expunged; (h) has resolved or is resolving any claims filed in the U.S. Proceedings by any Governmental Entity, including such claims that involve environmental damage or remediation; and (i) has, to the best of its knowledge, taken all steps necessary, if any, specifically required under either the Plan of Reorganization or applicable bankruptcy laws, (A) to provide notice to all parties affected by or interested in the Arrangement and (B) to obtain any necessary and appropriate judicial order in respect of the Arrangement.

Section 2.25. No Brokers or Finders. With the exception of the engagement of Morgan Stanley & Co. Incorporated and UBS Securities Canada Inc. by Company, none of Company and its Subsidiaries has any liability or obligation to pay any fees or commissions to any financial advisor, broker, finder or agent with respect to the transactions contemplated hereby. Company has provided Acquiror with a correct and complete copy of any engagement letter or other Contract between Company and Morgan Stanley & Co. Incorporated and/or UBS Securities Canada Inc. relating to the Arrangement and the other transactions contemplated hereby.

Section 2.26. Full Disclosure. As of the date hereof, there is no non-public information about Company and its Subsidiaries not otherwise disclosed in this Agreement, the Company Securities Reports, the Company Disclosure Schedule or otherwise disclosed to Acquiror through the electronic data room established for such

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purpose as of the date hereof that a reasonable investor would consider material to a decision whether to buy or sell Company Common Shares. “Material” information for this purpose means any information to which there is a substantial likelihood that a reasonable investor would attach importance in reaching a decision to buy, sell or hold any securities of Company because the information would significantly alter the total mix of information available to such investor.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND ACQUIROR SUB

Except as set forth in the corresponding sections or subsections of the disclosure schedule delivered by Acquiror to Company prior to the execution and delivery of this Agreement (the “ Acquiror Disclosure Schedule ”), each of Acquiror and Acquiror Sub (subject to Section 4.6) represents and warrants to Company as follows:

Section 3.1. Organization and Qualification. Each of Acquiror and its Subsidiaries is a corporation or other entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has full power and authority to own, operate and lease the properties and assets owned or used by it and to carry on its business as and where such is now being conducted. Each of Acquiror and its Subsidiaries is duly licensed or qualified to do business as a foreign corporation (or other applicable entity), and is in good standing, in each jurisdiction wherein the character of the properties owned or leased by it, or the nature of its business, makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Acquiror. Attached to Section 3.1 of the Acquiror Disclosure Schedule is a correct and complete copy of the restated articles of incorporation and by-laws of Acquiror, including any amendments thereto, as presently in effect.

Section 3.2. Subsidiaries. Section 3.2 of the Acquiror Disclosure Schedule sets forth a correct and complete list of (a) all of Acquiror’s Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of each Subsidiary’s outstanding Equity Interests owned by Acquiror, a Subsidiary of Acquiror and any other Person and (b) Acquiror’s or its Subsidiaries’ outstanding Equity Interests in any other Person other than securities of a publicly traded company held for investment by Acquiror or any of its Subsidiaries and consisting of less than 1% of the outstanding Equity Interests of such Person. Acquiror does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Acquiror under the HSR Act.

Section 3.3. Capitalization.

(a) The authorized capital stock of Acquiror consists entirely of (i) 80,000,000 shares of Acquiror Class A Common Stock, 80,000,000 shares of Class B Common Stock, par value of $0.025 per share, 20,000,000 shares of Class C Common Stock, par value of $0.025 per share, and 500,000 shares of Preferred Stock, par value of $0.01 per

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share. As of the date of this Agreement, (ii) 12,843,145 shares of Acquiror Class A Common Stock, 15,005,672 shares of Class B Common Stock, 245,353 shares of Class C Common Stock and 0 shares of Preferred Stock were issued and outstanding, and (iii) 8,461,791 shares of Acquiror Class A Common Stock, 592 shares of Class B Common Stock, 218,553 shares of Class C Common Stock and 0 shares of Preferred Stock were held in treasury of Acquiror. As of the date of this Agreement, there are outstanding options to acquire Acquiror Shares from Acquiror representing in the aggregate the right to acquire 3,837,634 shares of Acquiror Class A Common Stock (collectively, the “ Acquiror Stock Options ”) under the Acquiror Amended 1990 Stock Option Plan or the Acquiror 1999 Nonqualified Stock Option Plan. (collectively, the “ Acquiror Stock Plans ”).

(b) At the Effective Time, (i) all of the issued and outstanding capital stock of Acquiror Sub will be owned by Acquiror, and (ii) there will be (A) no other shares of capital stock or voting securities of Acquiror Sub, (B) no securities of Acquiror Sub convertible into or exchangeable for shares of capital stock or voting securities of Acquiror Sub and (C) no options or other rights to acquire from Acquiror Sub, and no obligations of Acquiror Sub to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Acquiror Sub. Prior to the Effective Time, Acquiror Sub will have no, assets, liabilities or obligations of any nature other than those incident to its formation and the Arrangement and the other transactions contemplated by this Agreement.

(c) Except as set forth above, as of the date of this Agreement, no Equity Interests of Acquiror have been issued or reserved for issuance or are outstanding. All issued and outstanding Acquiror Shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive (or similar) rights and registration rights. No Acquiror Shares have been issued in violation of any preemptive (or similar) rights.

(d) All issued and outstanding Equity Interests of each Subsidiary are (i) duly authorized, validly issued, fully paid and nonassessable, (ii) free of preemptive (or similar) rights and registration rights and (iii) are owned by Acquiror or a wholly-owned Subsidiary free and clear of any Share Encumbrances. Neither Acquiror nor any of its Subsidiaries is obligated to make any contribution to the capital of, make any loan to or guarantee the debts of, any Person, including any joint venture or similar entity.

(e) No Voting Debt of Acquiror or any of its Subsidiaries is issued or outstanding. There are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, restricted stock, stock-based performance units or Contracts of any kind to which Acquiror or any of its Subsidiaries is a party or by which any of them is bound (i) obligating Acquiror or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional Equity Interests in, or any security convertible or exercisable for or exchangeable into any Equity Interest of, Acquiror or any of its Subsidiaries or any Voting Debt of Acquiror or any of its Subsidiaries, (ii) obligating Acquiror or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, unit or Contract or (iii) giving any Person the right to receive any economic benefit or right similar to or

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derived from the economic benefits and rights occurring to holders of Equity Interests of Acquiror or any of its Subsidiaries.

(f) There are no Share Encumbrances to which Acquiror or any of its Subsidiaries is a party or by which Acquiror or any of its Subsidiaries is bound relating to the issued or unissued Equity Interests of Acquiror or any of its Subsidiaries (including any such Contracts that may limit in any way the solicitation of proxies by or on behalf of Acquiror from, or the casting of votes by, its shareholders with respect to the Arrangement) or granting to any Person the right to elect, or to designate or nominate for election, a director to the Board of Directors of Acquiror or a director of the board of directors or similar supervisory body of any Subsidiary of Acquiror. There are no programs in place or outstanding obligations of Acquiror or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any Equity Interests of Acquiror or any of its Subsidiaries or (ii) to vote or to dispose of any Equity Interest of any of Acquiror’s Subsidiaries.

Section 3.4. Authorization. Each of Acquiror and Acquiror Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the adoption of this Agreement by Acquiror as the sole shareholder of Acquiror Sub and the approval of the consummation of the transactions contemplated hereby by the affirmative vote of more than 50% of the votes cast by those holders of Acquiror Shares (including the votes cast by the trustees under the Acquiror Voting Trust Agreement with respect to the Acquiror Shares held under the Acquiror Voting Trust Agreement) present in person or represented by proxy at the Acquiror Meeting at which a quorum is present, with all of the Acquiror Shares voting together as a single class in one instance and the shares of Class B Common Stock of Acquiror voting separately as a single class in another instance (the “ Acquiror Requisite Shareholder Vote ”). The approval by written consent of the beneficiaries of the Acquiror Voting Trust holding trust certificates representing at least two thirds of the capital stock of Acquiror then held under the Acquiror Voting Trust and the approval of at least three fourths of the trustees of the Acquiror Voting Trust are the only authorization or approval required pursuant to the Voting Trust Agreement in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror and Acquiror Sub, and no other corporate proceedings on the part of Acquiror or its shareholders or Acquiror Sub are necessary to authorize this Agreement and to consummate the transactions contemplated hereby, other than the adoption of this Agreement by Acquiror as the sole shareholder of Acquiror Sub and the approval of the transactions contemplated by this Agreement by the Acquiror Requisite Shareholder Vote. This Agreement has been duly executed and delivered by each of Acquiror and Acquiror Sub and, assuming due authorization, execution and delivery by Company, constitutes a legal, valid and binding obligation of Acquiror and Acquiror Sub, enforceable against them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Section 3.5. No Violation.

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(a) The execution and delivery by Acquiror of this Agreement do not, and the performance by Acquiror of this Agreement will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the, termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or create any obligation to make a payment to any other Person under, or the loss of, any properties or assets of Acquiror or any of its Subsidiaries pursuant to (i) any Law or Order, (ii) any provision of the articles of incorporation, by-laws or other charter documents of Acquiror or any of its Subsidiaries or (iii) any Contract to which Acquiror or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or of any license, permit, approval, authorization or consent of any Governmental Entity held by, or affecting, or relating in any way to, the properties, assets or business of, Acquiror or any of its Subsidiaries, except, in the case of this subclause (iii) , as individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Acquiror. The execution and delivery by Acquiror of this Agreement do not, and the performance by each of Acquiror of this Agreement will not, result in the creation of any Share Encumbrance upon any Equity Interests of Acquiror or any of its Subsidiaries or any Lien upon any of the material properties or assets of Acquiror or any of its Subsidiaries (excluding, in the case of Liens on any of material properties or assets, any Permitted Liens).

(b) Except for (i) filings as required by applicable requirements of the Securities Laws and the Regulatory Laws, (ii) the filing and recordation of appropriate documents as required by the CBCA and the Wisconsin Business Corporation Law and (iii) filings that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries is required to submit any notice, report or other filing with any Governmental Entity in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. No waiver, consent, approval or authorization of any Governmental Entity is required to be obtained or made by Acquiror or any of its Subsidiaries in connection with its execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except (A) where the failure to obtain such waiver, consent, approval or authorization would not prevent or materially delay the performance by Acquiror of its obligations under this Agreement or (B) in connection with any submission or filing described in subclauses (i) , (ii) and (iii) above.

(c) The execution, delivery and performance of the Voting and Support Agreement by the trustees under the Acquiror Voting Trust Agreement, the Acquiror Voting Trust and the trust beneficiaries party thereto do not, and will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under (i) any provision of the articles of incorporation or by-laws of Acquiror, (ii) the Acquiror Voting Trust Agreement or (iii) to the knowledge of Acquiror, any Contract to which any of such trustees or beneficiaries is a party.

Section 3.6. Acquiror Financial Statements.

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(a) Attached to Section 3.6(a) of the Acquiror Disclosure Schedule are financial statements of the Acquiror and its Subsidiaries (collectively, the “ Acquiror Financial Statements ”) consisting of (i) the audited consolidated financial statements (including balance sheets and statements of income and cash flows) of Acquiror and its Subsidiaries for each of the fiscal years ended December 31, 2008 and December 31, 2007 (including the notes contained therein or annexed thereto), which financial statements have been reported on, and are accompanied by, the signed, unqualified opinions of Deloitte & Touche LLP, independent accountants for Acquiror for such years, and (ii) an unaudited consolidated balance sheet of Acquiror and its Subsidiaries as of September 30, 2009 (the “ Acquiror Recent Balance Sheet ”) and the related unaudited statement of income and cash flows for the nine months then ended. The Acquiror Financial Statements (A) were prepared in accordance with generally accepted accounting principles in the U.S. applied on a consistent basis (except, in the case of unaudited statements, for the absence of footnote disclosure) and with the books and records of Acquiror and its Subsidiaries, and (B) fairly present the assets, liabilities, financial position, results of operations and cash flows of Acquiror and its Subsidiaries as of the dates and for the periods indicated.

(b) Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, Acquiror and its Subsidiaries do not have any material liabilities or obligations that generally accepted accounting principles in the U.S. (as applied by Acquiror on a consistent basis) would require to be reflected or reserved against on a balance sheet, other than (i) liabilities or obligations reflected or reserved against on the Acquiror Recent Balance Sheet and (ii) liabilities or obligations that were incurred since the date of the Acquiror Recent Balance Sheet in the ordinary course of business consistent with past practice that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Acquiror.

Section 3.7. Tax Matters.

(a) All Taxes of Acquiror and its Subsidiaries attributable to periods preceding or ending with the date of the Acquiror Recent Balance Sheet have been paid or have been included in a liability accrual for the specific Taxes on the Acquiror Recent Balance Sheet. Since the date of the Acquiror Recent Balance Sheet, neither Acquiror nor any of its Subsidiaries has incurred any Taxes other than Taxes incurred in the ordinary course of business consistent in type and amount with past practices of Acquiror or such Subsidiary.

(b) Each of Acquiror and its Subsidiaries has timely filed all Tax Returns required to be filed, and all such Tax Returns were and are correct and complete, except for failures to so file or failures to be so correct and complete that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Acquiror.

(c) Each of Acquiror and its Subsidiaries has duly withheld, collected and timely paid all Taxes that it was required to withhold, collect and pay relating to amounts paid or owing to any employee, independent contractor, creditor, shareholder or other

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Person, except for failures to withhold, collect or pay that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Acquiror.

(d) No claim has been made by any taxing authority in a jurisdiction where Acquiror or any of its Subsidiaries does not file Tax Returns that such entity is or may be subject to Tax or required to file a Tax Return in such jurisdiction, except for those instances where neither the imposition of any such Tax nor the filing of any such Tax Return (and the obligation to pay the Taxes reflected thereon), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Acquiror. There are no outstanding waivers or comparable consents that have been given by Acquiror or any of its Subsidiaries regarding the application of the statute of limitations with respect to any Taxes or Tax Returns, other than in the ordinary course of business consistent with past practice. Neither Acquiror nor any of its Subsidiaries is subject to any Liens for Taxes, other than Liens for current Taxes not yet due and payable.

(e) Neither Acquiror nor any of its Subsidiaries has received from any Tax authority with respect to Tax periods ending on or after December 31, 2002: (i) any notice of underpayment of Taxes or other deficiency, or notice of proposed adjustment; (ii) any request for information relating to Taxes; or (iii) any notice indicating an intent to commence an audit.

(f) Since January 1, 2005, neither Acquiror nor any of its Subsidiaries has requested or received a Tax ruling, private letter ruling, technical advice memorandum, advance pricing agreement, competent authority relief or similar agreement, or has entered into a closing agreement or contract with any taxing authority that, in each case, remains outstanding or effective. Neither Acquiror nor any of its Subsidiaries is subject to a Tax sharing, allocation, indemnification or similar Contract (except such Contracts as are solely between Acquiror and its Subsidiaries) pursuant to which it could have an obligation to make a payment to any Person in respect of Taxes. Neither Acquiror nor any of its Subsidiaries has entered into any gain recognition agreement under Section 367 of the Code.

(g) At no time has Acquiror or any Subsidiary of Acquiror been a member of an affiliated group of corporations that filed a consolidated U.S. federal income tax return, other than a group the common parent of which at such time was Acquiror or a Subsidiary of Acquiror. No affiliated group of corporations of which Acquiror or any Subsidiary of Acquiror has been a member has discontinued filing consolidated U.S. federal income tax returns during the three years preceding the Closing Date. Neither Acquiror nor any of its Subsidiaries has any liability for the Taxes of any person other than Acquiror and its Subsidiaries, whether such liability arises under Treas. Reg. § 1.1502-6 or under any comparable provision of state, local, or foreign law, or arises by contract, or as a transferee or successor, or otherwise.

(h) Neither Acquiror nor any of its Subsidiaries is participating or has participated in a reportable or listed transaction within the meaning of Treas. Reg. §

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1.6011-4 or Section 6707A(c) of the Code. With respect to all Tax periods ending on or after December 31, 2002: (i) Acquiror and each of its Subsidiaries have disclosed on their U.S. federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of U.S. federal income Tax within the meaning of Section 6662 of the Code; and (ii) neither Acquiror nor any of its Subsidiaries has received a Tax opinion with respect to any transaction relating to Acquiror or any of its Subsidiaries other than a transaction in the ordinary course of business. Neither Acquiror nor any of its Subsidiaries is the direct or indirect beneficiary of a guarantee of Tax benefits or any other arrangement that has the same economic effect with respect to any transaction or Tax opinion relating to Acquiror or any of its Subsidiaries.

(i) Neither Acquiror nor any of its Subsidiaries has (i) been the “distributing corporation” or a “controlled corporation” (within the meaning of Section 355 of the Code) with respect to a transaction that was purported to be governed in whole or in part by Section 355 of the Code, (ii) participated in an international boycott within the meaning of Section 999 of the Code, or (iii) made or revoked any election under Treas. Reg. § 301.7701-3 regarding classification as a corporation, as a partnership, or as a disregarded entity.

(j) Acquiror has duly elected to be treated as an “S Corporation” (as such term is defined in Section 1361(a)(1) of the Code) for United States federal income tax purposes in accordance with Section 1362 of the Code and the Treasury regulations promulgated thereunder, and the election by Acquiror to be treated as an S Corporation has been valid and in effect at all times since made through and until the Closing. Since its election to be treated as an S Corporation, Acquiror has not been subject to tax under Section 1375 of the Code (relating to excess net passive income). Neither Acquiror nor, to the knowledge of Acquiror, any of its shareholders has taken any action that would invalidate or terminate Acquiror’s election to be treated as an S Corporation at any time since such election was made (including any inadvertent termination or invalid election described in Section 1362(f)), and Acquiror is not aware that any Governmental Entity has asserted (or intends to assert) that Acquiror’s S Corporation election is invalid, has been terminated or has been (or will be) revoked.

Section 3.8. Absence of Certain Changes. From the date of December 31, 2008 through the date of this Agreement, (a) Acquiror and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice in all material respects, (b) there has not been any change, event, development, condition, occurrence or combination of changes, events, developments, conditions or occurrences that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Acquiror, (c) neither Acquiror nor any of its Subsidiaries has increased the compensation or benefits of, or granted or paid any benefits to, any director, officer or other employee, or taken any similar action, except, in the case of this subclause (c) , (i) to the extent required under the terms of any Contracts, trusts, funds or Acquiror Employee Benefit Plans disclosed in the Acquiror Disclosure Schedule, (ii) for increases in the compensation or benefits of officers of Acquiror that, in the aggregate, are not material and (iii) for increases in the compensation or benefits of other employees of Acquiror and its Subsidiaries in the ordinary course of business consistent with past

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practice and (d) there has not been any action taken by Acquiror or any of its Subsidiaries that would have required the consent of Company under Section 4.1(b) if such action was taken after the date of this Agreement.

Section 3.9. Litigation; Orders. There is no claim, action, suit, arbitration, proceeding, investigation or inquiry, whether civil, criminal or administrative, pending or, to the knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries or any of their respective officers or directors (in such capacity) or any of their respective businesses or assets, at law or in equity, before or by any Governmental Entity or arbitrator, except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Acquiror. None of Acquiror, any of its Subsidiaries or any of their respective businesses or assets is subject to any Order of any Governmental Entity that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Acquiror. The term “knowledge” when used in this Agreement with respect to Acquiror shall mean the actual knowledge of J. Joel Quadracci, John Fowler, Dave Blais, Tom Frankowski, Andrew Schiesl, Kelly Vanderboom, Dave Honan, Gregg Bolt, Joe Muchlbach and John Sloane.

Section 3.10. Permits. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Acquiror, Acquiror and its Subsidiaries hold all licenses, permits, approvals, authorizations and consents of all Governmental Entities that are necessary for the operation of their respective businesses as now being conducted (collectively, the “ Acquiror Permits ”), and no suspension or cancellation of any of the Acquiror Permits is pending or, to the knowledge of Acquiror, threatened. Acquiror and its Subsidiaries are in compliance with the terms of Acquiror Permits, except for instances of noncompliance where neither the costs to comply nor the failure to comply, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Acquiror.

Section 3.11. Compliance with Laws.

(a) Acquiror and its Subsidiaries, and their respective assets, are in compliance with all Laws and Orders, except for instances of noncompliance where neither the costs to comply nor the failure to comply, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Acquiror.

(b) To the knowledge of Acquiror, none of Acquiror, any of its Subsidiaries or any director, officer, employee, agent or other person associated with or acting on behalf of Acquiror or any of its Subsidiaries is an official, agent or employee of any government or Governmental Entity or political party or a candidate for any political office. During the previous five years, to the knowledge of Acquiror, none of Acquiror, any of its Subsidiaries or any director, officer, employee, agent or other person associated with or acting on behalf of Acquiror or any of its Subsidiaries has, directly or indirectly, (i) used any funds of Acquiror or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from funds of Acquiror or any of its

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Subsidiaries, (iii) made any payments or gifts to any governmental officials out of funds of Acquiror or any of its Subsidiaries (but excluding payments to governmental agencies in amounts legally due and owing by Acquiror or any of its Subsidiaries), (iv) established or maintained any unlawful fund of monies or other assets of Acquiror or any of its Subsidiaries, (v) made any fraudulent entry on the books or records of Acquiror or any of its Subsidiaries or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business for Acquiror or any of its Subsidiaries, to obtain special concessions for Acquiror or any of its Subsidiaries or to pay for favorable treatment for business secured or to pay for special concessions already obtained for Acquiror or any of its Subsidiaries.

Section 3.12. Environmental Matters.

(a) Acquiror and each of its Subsidiaries are in compliance in all material respects with all applicable Environmental Laws. Neither Acquiror nor any of its Subsidiaries has received any written notice of (i) any material violation of an Environmental Law or (ii) the institution of any claim, action, suit, proceeding, investigation or inquiry by any Governmental Entity or other Person alleging that Acquiror or any of its Subsidiaries may be in material violation of or materially liable under any Environmental Law.

(b) Neither Acquiror nor any of its Subsidiaries has (i) placed, held, located, released, discharged, transported or disposed of any Hazardous Substances on, under, from or at any of the properties currently or previously owned or operated by Acquiror or any of its Subsidiaries, except in a manner that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Acquiror, (ii) any liability for any Hazardous Substance disposal or contamination on any of Acquiror’s or any of its Subsidiaries’ properties or any other properties that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Acquiror, (iii) reason to know of the presence of any Hazardous Substances on, under, at or coming from any of Acquiror’s or any of its Subsidiaries’ properties or any other properties but arising from the conduct of operations on Acquiror or any of its Subsidiaries, except in a manner that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Acquiror, or (iv) received any written notice of (A) any actual or potential liability for the response to or remediation of Hazardous Substances at or arising from any of Acquiror’s or any of its Subsidiaries’ properties or any other properties or (B) any actual or potential liability for the costs of response to or remediation of Hazardous Substances at or arising from any of Acquiror’s or any of its Subsidiaries’ properties or any other properties, in the case of both subclauses (A) and (B) , that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Acquiror. Acquiror has provided Company with correct and complete copies of all material environmental reports in the possession of Acquiror or any of its Subsidiaries or their respective Representatives or consultants, and in the case of Representatives and consultants, to the extent such reports were prepared or obtained

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for or at the direction of Acquiror or any of its Subsidiaries, relating to properties currently or formerly owned or operated by Acquiror or any of its Subsidiaries.

(c) There are no acts, omissions, circumstances or conditions that would reasonably be expected to lead to material liability under Environmental Laws with respect to the business or operations of Acquiror or any of its Subsidiaries or the current or former ownership or operation of any real estate by Acquiror or any of its Subsidiaries.

(d) No Environmental Law imposes any material obligation on Acquiror or any of its Subsidiaries arising out of or as a condition to any transaction contemplated hereby, including any requirement to modify or transfer any Acquiror Permit, any requirement to file any notice or other submission with any Governmental Entity, the placement of any notice, acknowledgement, or covenant in any land records, or the modification of or provision of notice under any Contract or consent Order.

(e) Neither Acquiror nor any of its Subsidiaries has any material obligation, pursuant to any agreement, by operation of Law or otherwise, for any claims related to compliance with, or liability under, any Environmental Law.

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Section 3.13. Employee Benefits.

(a) Section 3.13(a) of the Acquiror Disclosure Schedule sets forth a correct and complete list of all Employee Benefit Plans that are maintained by Acquiror, any of its Subsidiaries or any ERISA Affiliate of Acquiror or any of its Subsidiaries (each, an “ Acquiror ERISA Affiliate ”) or to which Acquiror, any of its Subsidiaries or any Acquiror ERISA Affiliate is obligated to contribute, for current or former employees or directors (or dependents or beneficiaries thereof) of Acquiror, any of its Subsidiaries or any Acquiror ERISA Affiliate (collectively, the “ Acquiror Employee Benefit Plans ”).

(b) Section 3.13(b) of the Acquiror Disclosure Schedule sets forth a correct and complete list of each Acquiror Employee Benefit Plan (excluding the Acquiror Non-US Benefit Plans) that is a Multiemployer Plan. During the last five years, none of Acquiror, its current or former Subsidiaries or any current or former Acquiror ERISA Affiliate has (A) withdrawn from any Multiemployer Plan in a complete or partial withdrawal under circumstances in which any withdrawal liability was not satisfied in full or (B) engaged in a transaction that is subject to Section 4069 of ERISA. None of Acquiror, any of its Subsidiaries or any Acquiror ERISA Affiliate is or has ever been a party to any multiple employer plan, as that term is defined in Section 413(c) of the Code or a multiple employer welfare arrangement as that term is defined in Section 3(40) of ERISA.

(c) Section 3.13(c) of the Acquiror Disclosure Schedule sets forth a correct and complete list of each Acquiror Employee Benefit Plan (excluding the Acquiror Non-US Benefit Plans) that is a “single employer plan,” as defined in Section 4001(a)(15) of ERISA, that is subject to Title IV of ERISA. None of Acquiror, any of its Subsidiaries or any Acquiror ERISA Affiliate has incurred any outstanding liability under Section 4062, 4063 or 4064 of ERISA to the Pension Benefit Guaranty Corporation or to a trustee appointed under Section 4042 of ERISA. None of the Acquiror Employee Benefit Plans set forth in Section 3.13(c) of the Acquiror Disclosure Schedule or any other plan, fund or program maintained or contributed to by Acquiror, any of its Subsidiaries or any Acquiror ERISA Affiliate within the past six years that is subject to Title IV of ERISA has been terminated so as to subject, directly or indirectly, any assets of Acquiror or any of its Subsidiaries to any liability, contingent or otherwise, or the imposition of any Lien under Title IV of ERISA. No proceeding has been initiated by any Person (including the Pension Benefit Guaranty Corporation) to terminate any such plan. No “reportable event” (as defined in Section 4043 of ERISA) has occurred with respect to any such plan, and no such reportable event will occur as a result of the transactions contemplated hereby. No such plan is in “at risk” status within the meaning of Section 303 of ERISA.

(d) Acquiror and each of its Subsidiaries have reserved, to the extent permitted by applicable Law, the right to amend, terminate or modify at any time all Acquiror Employee Benefit Plans (excluding the Acquiror Non-US Benefit Plans), except as limited by the terms of a collective bargaining agreement, and other than with respect to Acquiror Employee Benefit Plans that are executive compensation contracts and other bi-lateral agreements or arrangements between Acquiror and its Affiliates on the one hand and an individual on the other hand.

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(e) The Internal Revenue Service has issued a currently effective favorable determination letter with respect to each Acquiror Employee Benefit Plan (excluding the Acquiror Non-US Benefit Plans) that is intended to be a “qualified plan” within the meaning of Section 401 of the Code, and each trust maintained pursuant thereto has been determined to be exempt from federal income taxation under Section 501 of the Code by the IRS. Each such Acquiror Employee Benefit Plan has been timely amended since the date of the latest favorable determination letter in accordance with all applicable Laws. Nothing has occurred with respect to the operation of any such Acquiror Employee Benefit Plan that is reasonably likely to cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code or the assertion of claims by “participants” (as that term is defined in Section 3(7) of ERISA) other than routine benefit claims.

(f) None of Acquiror, its Subsidiaries, the officers or directors of Acquiror or any of its Subsidiaries or the Employee Benefit Plans (excluding the Acquiror Non-US Benefit Plans) that are subject to ERISA, any trusts created thereunder or any trustee or administrator thereof has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that would subject Acquiror, any of its Subsidiaries or any officer or director of Acquiror or any of its Subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any liability under Section 502 of ERISA.

(g) There are no material claims (except claims for benefits payable in the ordinary course of business and proceedings with respect to qualified domestic relations orders), or any suits or proceedings pending or, to the knowledge of Acquiror, threatened against or involving any Acquiror Employee Benefit Plan (excluding the Acquiror Non-US Benefit Plans), asserting any rights or claims to benefits under any Acquiror Employee Benefit Plan (excluding the Acquiror Non-US Benefit Plans) or asserting any claims against any administrator, fiduciary or sponsor thereof. There are no pending or, to the knowledge of Acquiror, threatened investigations by any Governmental Entity involving any Acquiror Employee Benefit Plans (excluding the Acquiror Non-US Benefit Plans).

(h) All Acquiror Employee Benefit Plans (excluding the Acquiror Non-US Benefit Plans) have been established, maintained and administered in accordance with their terms and with all provisions of applicable Laws, including ERISA and the Code, except for instances of noncompliance where neither the costs to comply nor the failure to comply, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Acquiror. All material contributions or premiums required to be made to, or benefit liabilities arising under the terms of, each Acquiror Employee Benefit Plan (excluding the Acquiror Non-US Benefit Plans) for all periods have been made or adequately reserved for or have been disclosed as liabilities on the Acquiror Recent Balance Sheet.

(i) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will: (i) increase any benefits otherwise payable under any

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Acquiror Employee Benefit Plan (excluding the Acquiror Non-US Benefit Plans); (ii) result in any acceleration of the time of payment or vesting of any such benefits; (iii) limit or prohibit the ability to amend or terminate any Acquiror Employee Benefit Plan (excluding the Acquiror Non-US Benefit Plans); (iv) require the funding of any trust or other funding vehicle in respect of any Acquiror Employee Benefit Plan (excluding the Acquiror Non-US Benefit Plans); or (v) renew or extend the term of any agreement in respect of compensation for a U.S. employee of Acquiror or any of its Subsidiaries that would create any liability to Acquiror, Acquiror or their respective Affiliates.

(j) Neither Acquiror nor any of its Subsidiaries have made any payments, or have been or is a party to a Contract or an Employee Benefit Plan (including this Agreement) that would obligate it to make payments, (either before or after the Closing Date) that will not be deductible because of Section 162(m) or Section 280G of the Code.

(k) None of Acquiror, any of its Subsidiaries or any Acquiror ERISA Affiliate has communicated to any current or former employee or director any intention or commitment to establish or implement any additional material Acquiror Employee Benefit Plan or to amend or modify, in any material respect, any existing Acquiror Employee Benefit Plan (excluding the Acquiror Non-US Benefit Plans).

(l) With respect to each Acquiror Employee Benefit Plan that is subject to the Law of any jurisdiction other than the United States (an “ Acquiror Non-US Benefit Plan ”), except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Acquiror: (i) to the knowledge of Acquiror, all employer and employee contributions to each Acquiror Non-US Benefit Plan required by Law or by the terms of such Acquiror Non-US Benefit Plan have been made or, if applicable, accrued in accordance with normal accounting practices; (ii) to the knowledge of Acquiror, all Acquiror Non-US Benefit Plans have been established, registered, administered, funded and invested in accordance with their terms, including the terms of the material documents that support such Acquiror Non-US Benefit Plan, any applicable Acquiror Labor Contract and all requirements of applicable Law, (iii) each Acquiror Non-US Benefit Plan required to be registered has been registered and has been maintained in good standing with the appropriate Governmental Entities; (iv) to the extent any Acquiror Non-US Benefit Plan is intended to qualify for special tax treatment, such Acquiror Non-US Benefit Plan meets all requirements for such treatment; (v) to the knowledge of Acquiror, no event has occurred respecting any Acquiror Non-US Benefit Plan that would entitle any Person (without consent of Acquiror) to wholly wind-up or terminate any Acquiror Non-US Benefit Plan; (vi) none of the Acquiror Non-US Benefit Plans provide for benefit increases or the acceleration of, or an increase in, funding obligations that are contingent upon, or will be triggered by, the completion of the transactions contemplated herein; (vii) there are no unfunded liabilities in respect of any Acquiror Non-US Benefit Plan, including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable; (viii) none of the Acquiror Non-US Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependants of such employees; and (ix) there is no proceeding, action, suit or claim (other than routine claims for

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payments of benefits) pending or threatened involving any Acquiror Non-US Benefit Plan or its assets.

Section 3.14. Labor and Employee Matters.

(a) Except for those Contracts with a labor union, labor organization or works council that are set forth in Section 3.16 of the Acquiror Disclosure Schedule (the “ Acquiror Labor Contracts ”), neither Acquiror nor any of its Subsidiaries is party to, or bound by, any labor agreement, collective bargaining agreement with any labor union, labor organization, works council or group of employees. Except for the Acquiror Labor Contracts, there are no labor agreements, collective bargaining agreements that pertain to any of the employees of Acquiror or any of its Subsidiaries. Except as described in the Acquiror Labor Contracts, no employees of Acquiror or any of its Subsidiaries are legally organized or recognized as a labor organization or represented by any labor union, labor organization or works council with respect to their employment with Acquiror or any of its Subsidiaries.

(b) To the knowledge of Acquiror, no labor union, labor organization, works council or group of employees of Acquiror or any of its Subsidiaries has made a pending demand for recognition, certification, representation or bargaining, and there are no representation or certification proceedings or petitions pending or, to the knowledge of Acquiror, threatened to be brought or filed with the National Labor Relations Board or any other Governmental Entity. To the knowledge of Acquiror, there are no organizational attempts relating to labor unions, labor organizations or works councils occurring with respect to any employees of Acquiror or any of its Subsidiaries, and none have occurred within the previous 12 months.

(c) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Acquiror, (i) there are no unfair labor practice charges or complaints or appeals of such matters against Acquiror or any of its Subsidiaries pending or, to the knowledge of Acquiror, threatened before the National Labor Relations Board or any other Governmental Entity, (ii) there are no labor strikes, slowdowns, stoppages, walkouts, lockouts or other labor-related disputes pending or, to the knowledge of Acquiror, threatened against or affecting Acquiror or any of its Subsidiaries, (iii) there are no pending or, to the knowledge of Acquiror, threatened grievances or arbitration proceedings against or involving Acquiror or any of its Subsidiaries arising out of or under any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract or Acquiror Employee Benefit Plan with any labor union, labor organization, works council or group of employees and (iv) Acquiror and its Subsidiaries have complied with all hiring and employment obligations under the Office of Federal Contract Compliance Programs rules and regulations, where applicable. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, require any consent or approval of, or any consultation with, any labor union, labor organization, works council or group of employees of Acquiror or any of its Subsidiaries.

Section 3.15. Intellectual Property.

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(a) Acquiror and its Subsidiaries have good title to or, with respect to items not owned by Acquiror or its Subsidiaries, sufficient rights to use all Intellectual Property Rights that are owned or licensed by Acquiror or any of its Subsidiaries or utilized by Acquiror or any of its Subsidiaries in the conduct of their respective businesses (all of the foregoing items are referred to as the “ Acquiror Intellectual Property ”). To conduct the business of Acquiror and its Subsidiaries as presently conducted, neither Acquiror nor any of its Subsidiaries requires any Intellectual Property Rights that Acquiror and its Subsidiaries do not already own or license. Acquiror has no knowledge of any infringement or misappropriation by others of Intellectual Property Rights owned or used by Acquiror or any of its Subsidiaries. The conduct of the businesses of Acquiror and its Subsidiaries does not infringe on or misappropriate any Intellectual Property Rights of others. The consummation of the transactions contemplated hereby, including the Arrangement, will not impair any rights of Acquiror or any of its Subsidiaries in, to or under any Acquiror Intellectual Property.

(b) No claims with respect to Acquiror Intellectual Property are pending or, to the knowledge of Acquiror, threatened by any Person (i) to the effect that the manufacture, performance, sale or use of any product, process or service as now used or offered or proposed for use or sale by Acquiror or any of its Subsidiaries infringes on any Intellectual Property Rights of any Person, (ii) against the use by Acquiror or any of its Subsidiaries of any Acquiror Intellectual Property or (iii) challenging the ownership, validity, enforceability or effectiveness of any Acquiror Intellectual Property.

Section 3.16. Certain Contracts.

(a) Except as set forth in Section 3.16(a) of the Acquiror Disclosure Schedule and except for Contracts with customers other than the Contracts with the largest 25 customers for the fiscal year ended December 31, 2009 (determined on the basis of the expected total dollar amount of net sales) if applicable , neither Acquiror nor any of its Subsidiaries is a party to or bound by any Contract that: (i) involves or would reasonably be expected to involve aggregate future payments by Acquiror and/or its Subsidiaries in excess of $5,000,000 or its foreign currency equivalent as of the date of this Agreement or aggregate future payments to Acquiror and/or its Subsidiaries in excess of $5,000,000 or its foreign currency equivalent as of the date of this Agreement (excluding purchase orders received and accepted by Acquiror and/or its Subsidiaries in the ordinary course of business consistent with past practice ) , (ii) would be required to be filed with the SEC under Item 601 of Regulation S-K of the Exchange Act if Acquiror was subject thereto, (iii) provides for or otherwise relates to joint venture, partnership, strategic alliance or similar arrangements, (iv) contains any non-competition, exclusivity, confidentiality or other obligation that purports to limit in any material respect the manner in which, or the geographic areas in which, the business of Acquiror or any of its Subsidiaries may be conducted or, after the Effective Time, would have the effect of limiting in any material respect the manner in which, or the geographic areas in which, the business of Company or any of its Subsidiaries may be conducted; (v) constitutes or provides for indentures, mortgages, promissory notes, loan agreements, guarantees, letter of credit or other agreements or instruments of Acquiror or any of its Subsidiaries or commitments for the borrowing or the lending by Acquiror or any of its Subsidiaries of amounts in excess of

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$1,000,000; (vi) is a license of Intellectual Property Rights to or from Acquiror or any of its Subsidiaries that is material to the business of Acquiror or any of its Subsidiaries; (vii) with any labor union, labor organization or works council; or (viii) contains any type of provision that becomes applicable due to the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, but, in the case of this subclause (viii) , excluding those Contracts that contain provisions that relate solely to the payment of a monetary amount of less than $5,000,000; or (ix) is material to Acquiror and its Subsidiaries taken as a whole, irrespective of amount or duration.

(b) Each Acquiror Contract is valid and binding on Acquiror and/or its Subsidiaries, as applicable, and in full force and effect. Each of Acquiror and its Subsidiaries and, to the knowledge of Acquiror, the other Person or Persons thereto has in all material respects performed all of its obligations required to be performed by it under each Acquiror Contract, except for instances of noncompliance where neither the costs to comply nor the failure to comply, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Acquiror.

(c) As of the date of this Agreement, no customer of Acquiror or any of its Subsidiaries that, individually or in the aggregate with its Affiliates, accounted for 1.0% or more of the consolidated revenues of Acquiror and its Subsidiaries during the 12-month period preceding the date of this Agreement has cancelled or otherwise terminated its relationship with Acquiror or any Subsidiary of Acquiror. As of the date of this Agreement, no group of customers of Acquiror or any of its Subsidiaries that, in the aggregate, accounted for 3.0% or more of the consolidated revenues of Acquiror and its Subsidiaries during the 12-month period preceding the date of this Agreement has cancelled or otherwise terminated its relationship with Acquiror or any Subsidiary of Acquiror.

Section 3.17. Properties and Assets. Each of Acquiror and its Subsidiaries owns good and marketable title to the properties and assets that are material to its business (other than properties and assets held under valid leases or licenses), free and clear of all Liens, except those Liens for Taxes not yet due and payable and such other Liens or minor imperfections of title, if any, that do not materially detract from the value or interfere with the present use of the affected property or asset. Such properties and assets, together with all properties and assets held by Acquiror and its Subsidiaries under leases or licenses, include all tangible and intangible property, assets, Contracts and rights necessary or required for the operation of the business of Acquiror and its Subsidiaries as presently conducted.

Section 3.18. Insurance. All material insurance policies maintained by Acquiror or any of its Subsidiaries, including policies with respect to fire, casualty, general liability, business interruption and product liability, are with reputable insurance carriers, provide full and adequate coverage for all normal risks incident to the respective businesses, properties and assets of Acquiror and its Subsidiaries and are in character and amount at least equivalent to that carried by Persons engaged in similar businesses and subject to the same or similar perils or hazards, except for failures to maintain such insurance policies that, individually or in the aggregate, would not reasonably be

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Table of Contents

expected to have a Material Adverse Effect on Acquiror. Acquiror and each of its Subsidiaries have made all payments required to maintain such policies in full force and effect. Neither Acquiror nor any of its Subsidiaries has received notice of default under any such policy or notice of any pending or threatened termination or cancellation, coverage limitation or reduction or material premium increase with respect to any such policy.

Section 3.19. Acquiror Board Approval. The Board of Directors of Acquiror, by resolutions duly adopted by vote at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (a) determined that this Agreement and the Arrangement are fair to and in the best interests of Acquiror and its shareholders, (b) approved this Agreement and the transactions contemplated hereby and (c) directed that such matter be submitted to a vote by Acquiror’s shareholders at the Acquiror Meeting.

Section 3.20. Opinion of Financial Advisor. Acquiror has received the opinion of J.P. Morgan Securities Inc., to the effect that, as of the date of such opinion, the consideration to be paid by Acquiror pursuant to the Arrangement was fair, from a financial point of view, to Acquiror.

Section 3.21 . Affiliate Transactions. Section 3.21 of the Acquiror Disclosure Schedule sets forth a correct and complete list of all Related Party Contracts to which Acquiror or any of its Subsidiaries is party. To the knowledge of Acquiror, no Affiliate of Acquiror or any family member of such Affiliate has any direct or indirect interest in (i) any entity that does business with Acquiror or any of its Subsidiaries or is competitive with the business of Acquiror or any of its Subsidiaries or (ii) any property, asset or right that is used by Acquiror or any of its Subsidiaries in the conduct of its respective business.

Section 3.22 . Financing. Acquiror has provided Company with a correct and complete copy of a fully executed debt commitment letter, fee letter and term sheet, including all exhibits, schedules or amendments thereto as of the date of this Agreement (the “ Debt Commitment Letter ”), dated as of the date hereof, from its lenders party thereto pursuant to which such lenders have committed, subject to the terms and conditions set forth therein, to lend $1,200,000,000 to Acquiror. Except for the Debt Commitment Letter, Acquiror and its lenders party to the Debt Commitment Letter are not party to any Contract relating to such financing. The obligations of the lenders party to the Debt Commitment Letter to fund the commitments under the Debt Commitment Letter are not subject to any conditions other than as set forth in the Debt Commitment Letter. As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and has not been terminated.

Section 3.23. No Brokers or Finders. With the exception of the engagement of J.P. Morgan Securities Inc. by Acquiror, none of Acquiror and its Subsidiaries has any liability or obligation to pay any fees or commissions to any financial advisor, broker, finder or agent with respect to the transactions contemplated hereby.

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Section 3.24 . Full Disclosure. As of the date hereof, there is no non-public information about Acquiror and its Subsidiaries not otherwise disclosed in this Agreement, the Acquiror Disclosure Schedule or otherwise disclosed to Company through the electronic data room established for such purpose as of the date hereof that a reasonable investor would consider material to a decision whether to buy or sell Acquiror Class A Common Stock. “Material” information for this purpose means any information to which there is a substantial likelihood that a reasonable investor would attach importance in reaching a decision to buy, sell or hold any securities of Acquiror because the information would significantly alter the total mix of information available to such investor.

ARTICLE IV
CERTAIN COVENANTS

Section 4.1. Conduct of Business.

(a) During the period commencing on the date of this Agreement and continuing until the Effective Time, except as specifically contemplated by this Agreement or the Company Disclosure Schedule or the Acquiror Disclosure Schedule (as applicable) or as otherwise approved in advance by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed) and subject to applicable Law, each Party shall, and shall cause each of its Subsidiaries to, (i) conduct their respective businesses only in, and not take any action except, in the case of Acquiror, in the ordinary course of business consistent with past practice and, in the case of Company, in Company’s Ordinary Course of Business, (ii) use commercially reasonable efforts to preserve intact their respective business organizations, to keep available the services of their respective present officers and key employees and to preserve the existing relations and goodwill of those having business relationships with them, and (iii) use commercially reasonable efforts to cause each insurance policy or arrangement naming or providing for the same as a beneficiary or a loss payable payee, including directors’ and officers’ insurance, not to be canceled or terminated (unless such policy or arrangement is canceled or terminated, in the case of Acquiror, in the ordinary course of business consistent with past practice and, in the case of Company, in Company’s Ordinary Course of Business and concurrently replaced with a policy or arrangement underwritten by an internationally recognized insurance company with substantially similar coverage and having substantially similar deductibles and premiums) or materially impaired. During the period commencing on the date of this Agreement and continuing until the Effective Time, Company shall use its commercially reasonable efforts to (A) resolve, in a manner that Company determines in good faith is favorable to Company, those claims that remain subject to the claims resolution process in connection with the Plan of Reorganization and (B) take all steps necessary (to the best of its knowledge), if any, specifically required under either the Plan of Reorganization or applicable bankruptcy laws, (x) to provide notice to all parties affected by or interested in the Arrangement and (y) to obtain any necessary and appropriate judicial order in respect of the Arrangement.

(b) During the period commencing on the date of this Agreement and continuing until the Effective Time, except as specifically contemplated by this

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Agreement, the Plan of Arrangement or the Company Disclosure Schedule or the Acquiror Disclosure Schedule (as applicable) and subject to applicable Law, neither Party shall, and neither Party shall permit any of its Subsidiaries to, take any of the following actions without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed):

(i) make any change or amendment to their respective articles of incorporation, by-laws or other charter documents or, in the case of Company, the Company Rights Plan;

(ii) declare, set aside, pay or make any dividend or other distribution or payment (whether in cash, stock or other property) with respect to any of their respective Equity Interests, other than dividends and distributions by a wholly-owned Subsidiary of one Party to its parent;

(iii) purchase or redeem any of their respective outstanding Equity Interests or any rights, warrants or options to acquire any Equity Interests, adjust, split, combine or reclassify any of their respective Equity Interests or make any other changes in any of their respective capital structures;

(iv) except for the actions that are consistent with the projected budget of a Party made available to the other Party prior to the date of this Agreement, (A) amend any material provision of any Employee Benefit Plan (except in connection with the submission of the proposed amendment of the Company RSU Plan for approval of Company shareholders as contemplated by Section 1.2 ), (B) adopt or enter into any arrangement that would be an Employee Benefit Plan (except as contemplated in connection with clause (D) below), (C) increase the compensation or benefits (including severance or termination pay) of, or grant any additional benefits (including Company Deferred Share Units, Company Restricted Share Units, severance or termination pay) to, any director, officer or employee, or take any similar action, except, in the case of this clause (C) , to the extent required by applicable Law and for increases in the compensation or benefits of employees who are not officers of Company or Acquiror, in the case of Company, in Company’s Ordinary Course of Business and, in the case of Acquiror, in the ordinary course of business consistent with past practice, (D) hire any employee at an annual compensation level expected to be more than $200,000, (E) change any actuarial or other assumptions used to calculate funding obligations with respect to any Employee Benefit Plan or change the manner in which contributions to such Employee Benefit Plan are made or the basis on which such contributions are determined, except as may be required by Law or generally accepted accounting principles consistently applied or (F) forgive any loans to directors, officers or employees;

(v) except for the issuance of Company Common Shares upon the exercise of Company Warrants or the conversion of Company Preferred Shares, the issuance of shares of Acquiror Class A Common Stock upon the exercise of Acquiror Stock Options, outstanding on the date of this Agreement in accordance

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with their current terms, and the issuance of Company Deferred Share Units to the members of the Board of Directors of Company pursuant to the Company DSU Plan in full or partial payment of periodic director retainer fees at times and in amounts consistent with the past practices of Company, (A) issue, sell, pledge or encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any Equity Interests or Voting Debt, (B) issue any securities convertible into or exchangeable for, or options, warrants to purchase, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or enter into any Contract or Company Employee Benefit Plan with respect to the issuance of, any of their respective Equity Interests or Voting Debt, including stock appreciation rights, phantom stock or stock-based performance units, (C) in the case of Acquiror, take any action to accelerate the vesting of any Acquiror Stock Options or (D) in the case of Company, take any action under the terms of Company Warrants, the Company DSU Plan or the Company RSU Plan that is inconsistent with the treatment that Section 1.1 and Section 1.2 contemplate;

(vi) (A) incur or guarantee any indebtedness for borrowed money, except (x) to fund the distribution and other cash payments contemplated by Section 1.9(c) or (y) for working capital purposes under facilities existing on the date of this Agreement, the aggregate outstanding amount of which at any time shall not exceed $75,000,000, in the case of Acquiror, in the ordinary course of business consistent with past practice and, in the case of Company, in Company’s Ordinary Course of Business, (B) enter into interest rate swaps or foreign exchange and natural gas hedging transactions, except on customary commercial terms consistent with past practice and in compliance with its risk management policies in effect on the date of this Agreement and not to exceed $50,000,000 of notional debt in the aggregate, (C) except, in the case of Acquiror, in the ordinary course of business consistent with past practice and, in the case of Company, in Company’s Ordinary Course of Business, make any loans, advances or capital contributions to, or investments in, any other Person or (D) other than to fund the distribution and other cash payments contemplated by Section 1.9(c) , enter into any new credit agreements or enter into any amendments or modifications of any existing credit agreements, except, in the case of Acquiror, for the execution and delivery of a credit agreement evidencing, and incurrence of indebtedness for borrowed money in connection with, financing on terms and conditions no less favorable to Acquiror as described in the Debt Commitment Letter;

(vii) acquire (A) by merging or consolidating with, or by purchasing any portion of the Equity Interests or any material portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or (B) any assets for more than $5,000,000 in the aggregate, except for purchases of inventory items or supplies, in the case of Acquiror, in the ordinary course of business consistent with past practice and, in the case of Company, in Company’s Ordinary Course of Business, and capital expenditures in compliance with Section 4.1(b)(xi) ;

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(viii) lease, mortgage or otherwise encumber, or sell, transfer or otherwise dispose of, any of their respective properties or assets (including Equity Interests of Subsidiaries) with a value in excess of $5,000,000 in the aggregate, except, in the case of Acquiror, in the ordinary course of business consistent with past practice and, in the case of Company, in Company’s Ordinary Course of Business;

(ix) (A) make, rescind or change any Tax election, waive any restriction on any assessment period relating to Taxes, enter into any closing agreement regarding Taxes or settle or compromise any material amount of income Tax or other material Tax liability or refund or (B) change any material aspect of any method of accounting for Tax purposes, including transfer pricing policies;

(x) (A) pay, discharge, waive or satisfy any claims, liabilities or obligations (absolute, accrued, asserted, unasserted, contingent or otherwise) except, in the case of Acquiror, in the ordinary course of business consistent with past practice and, in the case of Company, in Company’s Ordinary Course of Business or in accordance with their terms or (B) settle or compromise any material claim, action, proceeding or investigation except, in the case of Acquiror, in the ordinary course of business consistent with past practice and, in the case of Company, in Company’s Ordinary Course of Business;

(xi) make any capital expenditures in excess of $20,000,000 in the aggregate during any 12-month period or make or commit to make any capital expenditures in excess of $35,000,000 in the aggregate other than (A) in the case of Company, as reflected in Company’s capital expenditure budget, a correct and complete copy of which has been made available to Acquiror, and (B) in the case of Acquiror, as reflected in Acquiror’s capital expenditure budget, a correct and complete copy of which has been made available to Company;

(xii) in the case of Company, (A) terminate any Company Contract, or make any amendment to any Company Contract or any material Related Person Contract, other than the Employee Benefit Plans or renewals of Contracts without changes in terms that are materially adverse to Company or any of its Subsidiaries and other than in Company’s Ordinary Course of Business, or (B) enter into or terminate any material Related Person Contract;

(xiii) in the case of Acquiror, (A) terminate any Acquiror Contract, or make any amendment to any Acquiror Contract or any material Related Person Contract, other than the Employee Benefit Plans or renewals of Contracts without changes in terms that are materially adverse to Acquiror or any of its Subsidiaries and other than in the ordinary course of business consistent with past practice, or (B) enter into or terminate any material Related Person Contract;

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(xiv) implement or adopt any change in accounting principles, practices or methods except to the extent required by applicable generally accepted accounting principles;

(xv) adopt a plan of liquidation or resolution providing for the liquidation or dissolution;

(xvi) take any action or omit to take any action that it reasonably expects would cause any of its representations and warranties herein to become untrue in any material respect; or

(xvii) authorize or enter into any Contract, Company Employee Benefit Plan (in the case of Company) or Acquiror Employee Benefit Plan (in the case of Acquiror) to do any of the foregoing.

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Section 4.2. Access and Information .

(a) Upon reasonable notice, each Party shall, and each Party shall cause its Subsidiaries to, afford the other Party and its officers, directors, employees, consultants, representatives and other agents, including investment bankers, attorneys, accountants and other advisors (collectively, “ Representatives ”), reasonable access, during normal business hours prior to the Effective Time, to the officers, employees, properties, books and records of the other Party and its Subsidiaries so that they may have the opportunity to make such investigations of the business and affairs of the other Party and its Subsidiaries as they reasonably desire. Each Party shall cause its officers and employees, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such additional financial and operating data and other information, and respond to such inquiries, as the other Party reasonably requests from time to time. Prior to their filing, each Party shall furnish, as promptly as reasonably practicable, to the other Party a copy of each registration statement, prospectus, report, schedule, form, statement and other document that will be filed by it or any of its Subsidiaries after the date of this Agreement pursuant to the requirements of Securities Laws or the Securities Authorities.

(b) Prior to the Effective Time, each Party shall furnish, as promptly as reasonably practicable, to the other Party a copy of all monthly and other interim financial statements as the same become available and shall cause one or more of its designated Representatives to confer on a regular and frequent basis with designated Representatives of the other Party. Each Party shall provide the other Party with prompt written notice of any material change in the business or affairs of such Party or any of its Subsidiaries and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by Governmental Entities, or the institution or, to its knowledge, the threat of material litigation (including all litigation relating to the transactions contemplated hereby), and such disclosing Party shall keep the other Party fully informed of such events.

(c) Prior to the Effective Time, each Party shall confer on a regular and frequent basis with one or more Representatives of the other Party to report operational matters of materiality and the general status of ongoing operations. Subject to applicable Law, prior to the Effective Time, Company shall, and shall cause its Subsidiaries to, cooperate with Acquiror as it reasonably requests to assist Acquiror in planning to implement Acquiror’s plans for conducting the combined operations of Acquiror and its Subsidiaries, together with Company and its Subsidiaries, after the Effective Time.

(d) Notwithstanding the foregoing, neither Party (nor any of its Subsidiaries) shall be required to provide access to or to disclose (i) information that, if provided, would adversely affect the ability of such Party (or any of Subsidiaries) to assert attorney-client or attorney work product privilege or a similar privilege, (ii) information that, in the reasonable opinion of such Party’s legal counsel, may result in a violation of any applicable Law or Order or any binding Contract entered into prior to the date of this Agreement or (iii) information that such Party reasonably believes is competitively sensitive. Each Party shall use commercially reasonable efforts to make appropriate

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substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

(e) No investigation made by either Party or its Representatives shall affect the representations and warranties made by the other Party in this Agreement.

Section 4.3. Commercially Reasonable Efforts; Cooperation.

(a) Prior to the Effective Time, each Party shall cooperate with and assist the other Party, and shall use its commercially reasonable efforts, to promptly (i) take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate the transactions contemplated hereby as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any other Person, including any Governmental Entity, that are necessary, proper or advisable to consummate the transactions contemplated hereby. Except as specifically contemplated by this Agreement, neither Party shall take any action or omit to take any commercially reasonable action where such action or omission would reasonably be expected to result in (A) the inability to satisfy any of the conditions set forth in ARTICLE V or (B) a material delay in the satisfaction of any of such conditions.

(b) In furtherance and not in limitation of Section 4.3(a) , each Party shall (i) make all appropriate filings and/or applications under all applicable Regulatory Laws, including in the jurisdictions set forth in Exhibit F , with respect to the transactions contemplated hereby as promptly as reasonably practicable after the date of this Agreement (which filings and applications in the United States and Canada shall be made in any event within five Business Days after the date of this Agreement), (ii) comply at the earliest practicable date with any request under all applicable Regulatory Laws for additional information, documents or other materials received by such Party and its Affiliates from any Governmental Entity in respect of such filings, applications or such transactions, including, if applicable, using such Party’s best efforts to produce the information necessary to comply with a request from the U.S. Federal Trade Commission or the U.S. Department of Justice for additional information and documentary material (i.e., a request commonly referred to a “Second Request”), (iii) cooperate with the other Party in connection with such filings and applications (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing Parties prior to filing and consulting with the other Party with respect to the content thereof) and (iv) use commercially reasonable efforts to resolve any investigation or other inquiry of any Governmental Entity under all applicable Regulatory Laws, including by contesting administratively and in court any adverse determination made by a Governmental Entity under any applicable Regulatory Law, if such investigation, other inquiry or adverse determination is reasonably likely to materially delay, impair or prevent the consummation of the transactions contemplated hereby.

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(c) In connection with this Section 4.3 , each Party shall promptly inform the other Party of any material communication received by such Party from, or given by such Party to, any Governmental Entity in connection with any filing or application with, submission to or investigation or inquiry by any Governmental Entity under any applicable Regulatory Law and, to the extent permitted by Law, promptly provide copies thereof. No Party shall independently participate in any formal meeting or pre-planned discussions with any Governmental Entity in respect of any such filing, submission, investigation or inquiry without providing the other Party with reasonable prior notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. Subject to applicable Law, the Parties shall consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals relating to any such filing, application, submission, investigation or inquiry made or submitted by or on behalf of either Party. Either Party may, as it deems advisable, reasonably designate any competitively sensitive material provided to the other Party under this Section 4.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and shall not be disclosed by such outside counsel to directors, officers, employees or other agents of the recipient, unless the materials contained therein are summarized or redacted to remove competitively sensitive materials and express prior written permission is obtained from the source of the materials.

(d) Acquiror acknowledges that its commercially reasonable efforts under this Section 4.3 may include an obligation that Acquiror grant a license in respect of, dispose of, hold separate or become subject to a restriction on its ownership or operation of all or any portion of Company or any of its Subsidiaries (but excluding all or any portion of Acquiror or any entity in which Acquiror, directly or indirectly, owns a majority Equity Interest immediately prior to the Effective Time ( provided that Acquiror shall not be obligated to grant a license in respect of, dispose of, hold separate or become subject to a restriction on its ownership or operation of all or any portion of any U.S. or Brazilian entity in which Acquiror, directly or indirectly, owns an Equity Interest immediately prior to the Effective Time)), or enter into any agreement or commitment with respect to such license, disposal, holding separate or restriction, in connection with the performance of its obligations under this Section 4.3 if, and only if, all of the following criteria are satisfied: (i) such license, disposal, holding separate, restriction or agreement (the “ Consent Agreement ”) is required by a Governmental Entity to permit the consummation of the transactions contemplated hereby under an applicable Regulatory Law in a jurisdiction set forth in Exhibit F ; (ii) the business product lines or assets that would be held separate, divested or otherwise affected by all Consent Agreements collectively generated gross revenues in an amount that is less than $150,000,000 during the 2009 calendar year; and (iii) the effect of all Consent Agreements collectively would have an immaterial effect on the ability of Acquiror and its Subsidiaries to achieve the level of synergies reasonably expected as of the date hereof to be achieved after the consummation of the transactions contemplated hereby. Except to the extent required by the preceding sentence, nothing in this Agreement shall require Acquiror (or any of its Subsidiaries) to grant a license in respect of, or to dispose or hold separate, or to agree to grant a license, dispose of, hold separate or restrict its ownership and operation of, any of

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the businesses or assets of Acquiror and its Subsidiaries, including, for this purpose, Company and its Subsidiaries, for any reason or purpose.

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Table of Contents

Section 4.4. Financing.

(a) Acquiror shall use its commercially reasonable efforts to arrange financing on terms and conditions no less favorable to Acquiror as described in the Debt Commitment Letter the (“ Debt Financing ”), including its commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions set forth therein and (ii) satisfy all conditions applicable to Acquiror in such definitive agreements that are reasonably within its control. Acquiror shall provide Company with prompt written notice of any material breach of the Debt Commitment Letter (by any party) or any termination of the Debt Commitment Letter. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Acquiror shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources on terms and conditions no less favorable to Acquiror (as determined in the reasonable judgment of Acquiror) as promptly as reasonably practicable following the occurrence of such event. Acquiror shall keep Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter without first consulting with Company or, if such amendment would or would be reasonably expected to have a Material Adverse Effect on Acquiror, without first obtaining Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

(b) Company shall use commercially reasonable efforts to provide, and to cause its Subsidiaries and Representatives to provide, all cooperation reasonably requested by Acquiror in connection with the Debt Financing, including any sale of securities required by the lenders in connection therewith (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Company and its Subsidiaries), including its commercially reasonable efforts to (i) provide financial and other information relating to Company and its Subsidiaries to the entities that have committed to provide or otherwise entered into agreements in connection with the Debt Financing or other financings in connection with the transactions contemplated hereby (the “ Financing Parties ”) (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Acquiror and Company customary for such financing or reasonably necessary for the completion of the Debt Financing by the Financing Parties to the extent reasonably requested by Acquiror (including prior real estate title commitments, surveys, environmental reports and similar information)) to assist in the preparation of customary offering or information documents to be used for the completion of the Debt Financing, (ii) participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Debt Financing and senior management and other Representatives, with appropriate seniority and expertise, of Company), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, (iii) assist in the preparation of (A) customary offering documents, bank information memoranda, prospectuses and similar documents (including historical and pro forma financial statements and information) for the Debt Financing, and (B) materials for rating agency

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presentations, (iv) cooperate with the marketing efforts for the Debt Financing (including consenting to the use of Company’s and its Subsidiaries’ logos), (v) execute and deliver (and use commercially reasonable efforts to obtain from its advisors), and cause its Subsidiaries to execute and deliver (or use commercially reasonable efforts to obtain from its advisors), customary certificates (including a certificate of the principal financial officer of Company or any Subsidiary with respect to solvency matters), accounting comfort letters (including consents of accountants for use of their reports in any materials relating to the Debt Financing), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Debt Financing as may be reasonably requested by Acquiror, including such documents as Acquiror reasonably requests whereby certain Subsidiaries of Company agree to become “Restricted Subsidiaries” under the Note Agreement described in Section 3.16 of the Acquiror Disclosure Schedule, contingent upon the consummation of the amalgamation described in the Plan of Arrangement or any later time (which shall, subject to an express prohibition contained in a court order against the applicable Subsidiary obtained as a result of an action commenced by a third party, be an absolute obligation, not qualified by commercially reasonable efforts), (vi) assist in (A) the preparation of, entering into and syndication of one or more credit agreements, note purchase agreements, indentures, currency or interest hedging agreements or other agreements, including by (1) refraining from entering into any competing financing transactions and (2) entering into, or causing its Subsidiaries to enter into, restricted subsidiary agreements in connection with Acquiror’s senior note agreement, provided that Company may authorize and designate an officer of Acquiror to execute such restricted subsidiary agreements (which shall, subject to an express prohibition contained in a court order against the applicable Subsidiary obtained as a result of an action commenced by a third party, be an absolute obligation, not qualified by commercially reasonable efforts), and (B) the amendment or termination of any of Company’s or its Subsidiaries’ existing credit agreements, note purchase agreements, capital lease agreements, currency or interest hedging agreements, letters of credit or other agreements, in each case, on terms satisfactory to Acquiror and that are reasonably requested by Acquiror in connection with the Debt Financing, provided that no obligation of Company or any of its Subsidiaries under any such agreements or amendments shall be effective until the consummation of the amalgamation contemplated by the Plan of Arrangement or any later time, (vii) have Company’s independent accountants provide their reasonable cooperation and assistance, (viii) provide authorization letters to the Financing Parties authorizing the distribution of information to prospective private side and public side lenders and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material non-public information about Company or its Subsidiaries or securities, (ix) cooperate reasonably with Acquiror’s financing sources’ due diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of Company, (x) refrain from pursuing any financing transactions that may delay, impede or otherwise adversely affect the Debt Financing and other financings in connection with the transactions contemplated hereby and (xi) assist the Financing Parties to benefit from the existing lending relationships of Company and its Subsidiaries; provided that no requested cooperation pursuant to this Section 4.4(b) shall delay the Closing and, until the consummation of the amalgamation contemplated by the Plan of

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Arrangement, neither Company nor any of its Subsidiaries shall (A) be required to pay any commitment or other similar fee, (B) have any liability or obligation under any credit agreement or other agreement or document related to the Debt Financing (or alternative financing that Acquiror may raise in connection with the transactions contemplated by this Agreement) or (C) be required to incur any other liability or expense in connection with the Debt Financing (or any alternative financing that Acquiror may raise in connection with the transactions contemplated by this Agreement) unless reimbursed or reasonably satisfactorily indemnified by Acquiror. Neither Company nor any of its Subsidiaries shall be required by this Section 4.4(b) to provide access to or to disclose (i) information that, if provided, would adversely affect the ability of Company (or any of its Subsidiaries) to assert attorney-client or attorney work product privilege or a similar privilege, (ii) information that, in the reasonable opinion of Company’s legal counsel, may result in a violation of any applicable Law or Order or any binding Contract entered into prior to the date of this Agreement or (iii) information that Company reasonably believes is competitively sensitive. Company shall use its commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Section 4.5 . Company Redemption and Cancellation. Company shall (a) provide Acquiror with a reasonable opportunity to review and comment on all documents relating to the redemption of Company Preferred Shares and the Company Warrant Cancellation, (b) include in such documents all reasonable comments that Acquiror proposes and (c) not transmit such documents to any third party without the prior written consent of Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed.

Section 4.6. Formation of Acquiror Subs; Accession. As promptly as reasonably practicable after the date hereof, and in any event within 45 days after the date hereof, Acquiror shall form Acquiror Sub and the other Subsidiaries of Acquiror as contemplated under the Plan of Arrangement (the “ Acquiror Subs ”). Promptly after incorporating Acquiror Subs, and in any event within 50 calendar days after the date hereof, (a) Acquiror shall cause the sole shareholder of Acquiror Sub, in its capacity as such, to approve and adopt this Agreement and (b) Acquiror shall cause Acquiror Sub to accede to this Agreement by executing a signature page to this Agreement, after which time Acquiror Sub shall be a party hereto for all purposes set forth herein. Notwithstanding any provision herein to the contrary, (i) the obligations of Acquiror Sub to perform its covenants hereunder shall commence only at the time of its incorporation and (ii) the representations and warranties of Acquiror Sub set forth in Article III shall be deemed to have been made as though Acquiror Sub had been a party to this Agreement as of the date hereof. Prior to the Effective Time, Acquiror shall take such actions as are reasonably necessary to cause the Board of Directors of Acquiror Sub to unanimously approve this Agreement and declare it advisable for Acquiror Sub to enter into this Agreement. Notwithstanding anything to the contrary in this Agreement, Acquiror and its Affiliates may amend, or cause to be amended, the by-laws of Acquiror Sub at any time prior to the Effective Time so long as such amendment would not impair, delay or prevent the Closing. Acquiror shall cause Acquiror Sub to comply with all obligations of Acquiror Sub under this Agreement.

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Section 4.7. Form S-4; Company Circular.

(a) As soon as reasonably practicable after the date of this Agreement, Acquiror shall prepare and file with the SEC the Form S-4. Promptly after SEC Clearance, Company shall prepare and file with the applicable Securities Authorities the Company Circular, which Company Circular shall constitute a part of the Form S-4. Acquiror shall use its commercially reasonable efforts to have the Form S-4 declared effective under the U.S. Securities Act as promptly as practicable after its filing with the SEC, and Company shall mail or deliver the Company Circular to its shareholders as soon as reasonably practicable after SEC Clearance. Upon reasonable request, each Party shall furnish the other Party with all information reasonably necessary or advisable in connection with the Form S-4 or Company Circular.

(b) Each Party shall, as promptly as practicable after receipt thereof, provide the other Party with copies of all written comments, and advise the other Party of all oral comments, with respect to the Form S-4 or Company Circular (as applicable) received from the Securities Authorities. If, at any time prior to the Effective Time, any information shall be discovered by Acquiror or Company that should be set forth in an amendment or supplement to the Form S-4 or Company Circular so that such documentation would not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Party that discovers such information shall promptly notify the other Party, and to the extent required by applicable Law, Acquiror shall promptly file an appropriate amendment to the Form S-4 describing such information with the SEC and Company shall promptly disseminate an appropriate amendment or supplement describing such information to its shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities.

(c) Each Party agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made , not misleading, and (ii) the Company Circular and any amendment or supplement thereto will, at the date of mailing to shareholders and at the times of the meeting of shareholders of Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Acquiror will cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the U.S. Securities Act and the rules and regulations thereunder. Company will cause the Company Circular to comply as to form in all material respects with the applicable provisions of the Securities Laws.

(d) Notwithstanding the foregoing, prior to the filing of the Form S-4 or the mailing of the Company Circular (or of any amendment or supplement to either of the

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foregoing) or responding to any comments of the Securities Authorities with respect to either of the foregoing, each Party shall (i) provide the other Party with a reasonable opportunity to review and comment on such document or response and (ii) include in such document or response all reasonable comments that the other Party proposes . On the date of their filing or delivery, each Party shall provide the other Party with a copy of all such filings with, and all such responses delivered to, the Securities Authorities. Notwithstanding anything to the contrary in this Agreement, no amendment or supplement (including by incorporation by reference) to the Company Circular shall be made without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, delayed or conditioned), provided that the foregoing shall not limit the ability of either Party to timely make such amendments or supplements as may be required by Law.

Section 4.8. Shareholder Meetings.

(a) Each Party shall use its commercially reasonable efforts to cause the Company Meeting and the Acquiror Meeting (as applicable) to occur on the same date as soon as reasonably practicable after the procurement of the Interim Order and SEC Clearance and the Form S-4 has become effective, for the purpose of obtaining the Company Requisite Shareholder Vote in the case of Company and the Acquiror Requisite Shareholder Vote in the case of Acquiror. Except as required by Law or required by its shareholders, neither Acquiror nor Company shall adjourn, postpone or cancel (or propose for adjournment, postponement or cancellation) its shareholders’ meeting without the prior written consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned); provided that the shareholders’ meetings may be adjourned, postponed or cancelled if, on the date of the scheduled meeting, there exists an Acquisition Proposal that constitutes a Superior Proposal as to which the Party that is not the recipient of a Superior Proposal has a right to negotiate and make adjustments pursuant to Section 4.10 . Company shall use commercially reasonable efforts to solicit the approval of the Arrangement Resolution by the Company Requisite Shareholder Vote, and Acquiror shall use commercially reasonable efforts to solicit the approval of the transactions contemplated by this Agreement by the Acquiror Requisite Shareholder Vote.

(b) The Board of Directors of Company shall recommend approval of the Arrangement Resolution by the shareholders of Company to the effect set forth in Section 2.19 , and the Board of Directors of Acquiror shall recommend approval of the transactions contemplated by this Agreement by the shareholders of Acquiror to the effect set forth in Section 3.19 . The Board of Directors of each Party shall not withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to the other Party such recommendation or take any action or make any statement in connection with the Company Meeting or Acquiror Meeting (as applicable) inconsistent with such recommendation, including a recommendation by such Party’s Board of Directors of an Acquisition Proposal (collectively, a “ Change in Recommendation ”); provided, however, that the Board of Directors of such Party may make a Change in Recommendation in accordance with, and subject to the limitations set forth in, Section 4.10 . Absent a Change in Recommendation in accordance with, and subject to the

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limitations set forth in, Section 4.10 , the Board of Directors of a Party shall reconfirm its recommendation to the effect set forth in Section 2.19 or Section 3.19 (as applicable) within five Business Days after a written request to do so by the other Party (or such longer period as is reasonably necessary for such Party to provide adequate notice of the meeting of the Board of Directors of such Party at which authorization to effect such reconfirmation will be obtained), provided that the Board of Directors shall not be required to reconfirm its recommendation after a prior reconfirmation unless, since such prior reconfirmation, an Acquisition Proposal is made or a material change in a previously disclosed Acquisition Proposal is made. Notwithstanding any Change in Recommendation or the existence of any Acquisition Proposal or any Superior Proposal, each Party shall cause this Agreement (and, in the case of Company, the Arrangement Resolution) to be submitted to its shareholders at the Company Meeting or Acquiror Meeting (as applicable) for the purpose of approving the Arrangement (and, in the case of Company, the Arrangement Resolution).

(c) Acquiror shall vote any shares of common stock of Acquiror Sub owned by it or any of its Subsidiaries in favor of the adoption and approval of this Agreement at the meeting of shareholders of Acquiror Sub, at which this Agreement shall be submitted for adoption and approval and at all adjournments or postponements thereof (or, if applicable, by any action of shareholders of Acquiror Sub by consent in lieu of a meeting).

Section 4.9 . Stock Exchange Listing and De-Listing. Acquiror shall use its commercially reasonable efforts to cause the shares of Acquiror Class A Common Stock to be issued and paid in the Arrangement to be approved for listing on a national securities exchange in the United States prior to the Effective Time, subject to official notice of issuance. Acquiror shall use its commercially reasonable efforts to cause the Company Common Shares to be de-listed from the Toronto Stock Exchange and de-registered under the Exchange Act as soon as reasonably practicable after the Effective Time.

Section 4.10. Acquisition Proposals.

(a) Until this Agreement has been terminated in accordance with Section 6.1 (and the payments, if any, required to be made in connection with such termination pursuant to Section 6.2 have been made), each Party agrees that it will not, and will cause its Subsidiaries and its and their Representatives not to, directly or indirectly, (i) knowingly encourage (including by way of furnishing or disclosing information), solicit, initiate, make or facilitate the making of, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (ii) knowingly participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than the other Party or any of its Subsidiaries) in connection with any Acquisition Proposal, (iii) release or permit the release of any Person from, or waive or permit the waiver of any provisions of, or otherwise fail to exercise its rights under, any confidentiality, standstill or similar agreement to which such Party is a party or under which such Party has any rights with respect to the divestiture of the voting securities or any material portion of the

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assets of such Party (except for any such agreement with the other Party or any of its Subsidiaries), (iv) in the case of Company, waive application of the Company Rights Plan, it being understood that the Company Rights Plan may terminate in accordance with the terms of the Company Rights Plan prior to the Effective Time, (v) effect a Change in Recommendation, (vi) approve or recommend, or propose to approve or recommend, any Acquisition Proposal or (vii) enter into any agreement, letter of intent, agreement-in-principle, acquisition agreement or other instrument contemplating or otherwise relating to any Acquisition Proposal or requiring such Party to abandon, terminate or fail to consummate any of the transactions contemplated hereby, including the Arrangement. Notwithstanding the foregoing, at any time prior to the procurement of the Company Requisite Shareholder Vote in the case of Company and of the Acquiror Requisite Shareholder Vote in the case of Acquiror, such Party (the “ Acting Party ”) may (and may permit its Subsidiaries and its and their Representatives to):

(i) participate in discussions or negotiations with, or furnish or disclose nonpublic information to, any Person in response to an unsolicited, bona fide and written Acquisition Proposal that is submitted to the Acting Party by such Person after the date of this Agreement and prior to the approval of the transactions contemplated hereby at its shareholder meeting to be held pursuant to Section 4.8 if and so long as (A) none of the Acting Party, any of its Subsidiaries or any of its or their Representatives has violated in any material respect the provisions of this Section 4.10 , (B) a majority of the members of the Board of Directors of the Acting Party determines in good faith, after consultation with a internationally recognized financial advisor, that (1) such Person is reasonably capable of consummating a Superior Proposal taking into account the legal, financial, regulatory and other aspects of such Acquisition Proposal and (2) such Acquisition Proposal is or is reasonably likely to become a Superior Proposal, (C) a majority of the members of the Board of Directors of the Acting Party determines in good faith, after consultation with its outside legal counsel, that failing to take such action would be inconsistent with its fiduciary duties under applicable Law, as such duties would exist in the absence of this Section 4.10 , (D) at least one calendar day prior to participating in discussions or negotiations with, or furnishing or disclosing any nonpublic information to, such Person, the Acting Party provides the other Party with written notice of the identity of such Person and of the Acting Party’s intention to participate in discussions or negotiations with, or to furnish or disclose nonpublic information to, such Person, (E) prior to participating in discussions or negotiations with, or furnishing or disclosing any nonpublic information to, such Person, the Acting Party receives from such Person an executed confidentiality agreement containing terms no less restrictive upon such Person, in any respect, than the terms applicable to the other Party under the Confidentiality Agreement (other than Paragraph 4 thereof), which confidentiality agreement shall not provide such Person with any exclusive right to negotiate with the Acting Party or have the effect of prohibiting the Acting Party from satisfying its obligations under this Agreement, and (F) prior to furnishing or disclosing any nonpublic information to such Person, the Acting Party furnishes such information to the other Party (to the extent such information

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has not been previously delivered or made available by the Acting Party to the other Party); and

(ii) approve or recommend, or enter into (and, in each case, in connection therewith, effect a Change in Recommendation) a definitive agreement with respect to, an unsolicited, bona fide and written Acquisition Proposal that is submitted to the Acting Party or its shareholders after the date of this Agreement and prior to the approval of the transactions contemplated hereby at its shareholder meeting to be held pursuant to Section 4.8 is obtained if and so long as (A) none of the Acting Party, any of its Subsidiaries or any of its or their Representatives has violated in any material respect the provisions of this Section 4.10 , (B) the Acting Party provides the other Party with written notice indicating that the Acting Party, acting in good faith, believes that the Acquisition Proposal is reasonably likely to constitute a Superior Proposal and, therefore, plans to conduct a meeting of the Board of Directors of the Acting Party for the purpose of considering whether the Acquisition Proposal constitutes a Superior Proposal, which notice shall (1) contain a summary of the material terms of the Acquisition Proposal and (2) be delivered to the other Party at least five Business Days prior to the date of such meeting of the Board of Directors of the Acting Party (and the Acting Party shall be required to submit a written notice under this clause (B) each time that the Acquisition Proposal is amended in any material respect, but such notice need be delivered only three Business Days prior to such a meeting of the Board of Directors of the Acting Party), (C) during the five Business Day period or three Business Day period, as the case may be, after the Acting Party provides the other Party with a written notice described in clause (B) above, the Acting Party shall cause its financial and legal advisors to negotiate in good faith with the other Party in an effort to make such adjustments to the terms and conditions of this Agreement such that the Acquisition Proposal would not constitute a Superior Proposal and, therefore, the Acting Party would be required to proceed with the transactions contemplated hereby on such adjusted terms, (D) notwithstanding the negotiations and adjustments pursuant to clause (C) above, the Board of Directors of the Acting Party determines in good faith that the Acquisition Proposal constitutes a Superior Proposal, (E) notwithstanding the negotiations and adjustments pursuant to clause (C) above, a majority of the members of the Board of Directors of the Acting Party determines in good faith, after consultation with its outside legal counsel, that failing to approve or recommend or enter into a definitive agreement with respect to the Acquisition Proposal would be inconsistent with its fiduciary duties under applicable Law, as such duties would exist in the absence of this Section 4.10 , and (F) not later than the earlier of the approval or recommendation of, or the execution and delivery of a definitive agreement with respect to, any such Superior Proposal, the Acting Party (1) terminates this Agreement pursuant to Section 6.1(i) and (2) makes the payments required to be made pursuant to Section 6.2 .

(b) In addition to the obligations of the Acting Party set forth in Section 4.10(a) , the Acting Party shall provide the other Party with prompt written notice (and, in any event, within 24 hours) of (i) any Acquisition Proposal or any inquiry (including

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request for information), proposal, discussions or negotiations with respect to any Acquisition Proposal, (ii) the terms and conditions of such Acquisition Proposal, inquiry, proposal, discussions or negotiations and (iii) the identity of the Person making any such Acquisition Proposal or such inquiry or proposal or with whom such discussions or negotiations are taking place, and the Acting Party shall promptly provide the other Party with copies of any written materials received by the Acting Party from the Person making the Acquisition Proposal in connection with any of the foregoing. The Acting Party shall keep the other Party fully informed of the status and general progress (including amendments or proposed amendments) of any Acquisition Proposal or inquiry and keep the other Party fully informed as to the details of any information requested of or provided by the Acting Party and as to the details of all discussions or negotiations with the Person making the Acquisition Proposal. Without limiting the Acting Party’s obligations under Section 4.10(a) , the Acting Party shall provide the other Party with notice at the same time as giving notice of meeting to the members of the Board of Directors of the Acting Party with respect to any meeting of the Board of Directors of the Acting Party at which the Board of Directors of the Acting Party is reasonably expected to discuss or consider any Acquisition Proposal.

(c) The Acting Party shall, and shall cause its Subsidiaries and its and their Representatives to, immediately cease all discussions or negotiations, if any, with any Person other than the other Party and its Subsidiaries that may be ongoing as of the date of this Agreement with respect to any Acquisition Proposal. The Acting Party shall immediately request each Person who has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Acting Party or any portion thereof (including any of its Subsidiaries) to return all nonpublic information heretofore furnished to such Person by or on behalf of the Acting Party.

(d) Nothing contained in this Agreement shall prevent a Party or its Board of Directors from complying with its disclosure obligations under the Securities Laws with respect to an Acquisition Proposal, provided that such Securities Laws shall not eliminate or modify the effect that any action pursuant to such Securities Laws would otherwise have under this Agreement.

(e) Any violation of this Section 4.10 by the Acting Party’s Subsidiaries or the Representatives of the Acting Party or its Subsidiaries shall be deemed to be a breach of this Agreement by the Acting Party, whether or not such Subsidiary or Representative is authorized to act and whether or not such Subsidiary or Representative is purporting to act on behalf of the Acting Party.

Section 4.11. Indemnification; Directors and Officers Insurance.

(a) From and after the Effective Time, Acquiror shall indemnify and hold harmless all current and former officers and directors of Company and its Subsidiaries (the “ Indemnified Parties ”) to the same extent such Persons are indemnified and held harmless as of the date of this Agreement by Company pursuant to the articles of incorporation or by-laws of Company for acts or omissions occurring at or prior to the Effective Time, including those in respect of the Arrangement and the other transactions

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contemplated hereby. Prior to the Effective Time, Acquiror shall obtain and pay for a “tail” insurance policy providing for Side A coverage for Company’s current directors and officers with an extended reporting period of at least six years from and after the Effective Time with respect to directors’ and officers’ liability insurance with benefits and levels of coverage at least as favorable as Company’s existing policy with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby), provided, however, that in no event shall Acquiror be required to expend for such policy a premium amount in excess of the amount set forth in Section 4.11 of the Acquiror Disclosure Schedule.

(b) If Acquiror or any of its respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Acquiror shall assume all of the obligations set forth in this Section 4.11 .

(c) The provisions of this Section 4.11 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties.

(d) The rights of the Indemnified Parties under this Section 4.11 shall be in addition to any rights such Indemnified Parties may have under any applicable Contracts, Company Employee Benefit Plans, Acquiror Employee Benefit Plans or Laws.

Section 4.12. Public Announcements. The initial press release shall be a joint press release and thereafter each Party shall consult with, and provide the other Party the reasonable opportunity to review and comment on, any press release or other public announcement relating to this Agreement or the Voting and Support Agreement or the transactions contemplated hereby and thereby and shall not issue any such press release or other public announcement prior to such consultation except as may be required by applicable Law or by obligations pursuant to any applicable listing agreement with any national securities exchange.

Section 4.13. Section 16 Matters. Prior to the Effective Time, Company shall take all actions that are required (to the extent permitted under applicable legal requirements and no-action letters issued by the SEC) to cause any dispositions of Company Common Shares (and derivative securities with respect to Company Common Shares) resulting from the transactions contemplated by Section 1.1 by each officer or director of Company who may become subject to the reporting requirements of Section 16(a) of the Exchange Act as an officer or director of Acquiror to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 4.14. Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or similar Law shall become applicable to the transactions contemplated hereby, then Company and the Board of Directors of Company

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shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to minimize the effects of any such statute or similar Law on the transactions contemplated hereby.

Section 4.15. Notification of Certain Matters. Each Party shall use its commercially reasonable efforts to provide the other Party with prompt written notice of: (a) any event the occurrence or non-occurrence of which such Party is aware and that would be reasonably likely to (i) cause any representation or warranty made by such Party in this Agreement to be untrue or inaccurate in any material respect, (ii) cause any covenant made by such Party in this Agreement not to be complied with or satisfied in all material respects or (iii) result in any condition set forth in ARTICLE V to be unsatisfied at any time from the date of this Agreement to the Effective Time; (b) any failure of such Party to comply in a timely manner with any covenant made by such Party in this Agreement; or (c) any change or event affecting such Party that would be reasonably likely to have that a Material Adverse Effect on such Party. Each Party shall provide the other Party with prompt written notice of any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated hereby. Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 4.15 shall not limit or otherwise affect the remedies available under this Agreement to the Party receiving such notice.

Section 4.16. Certain Litigation. Each Party shall give the other Party the opportunity to participate in the defense or settlement of any litigation against such Party or its officers or directors relating to the transactions contemplated hereby. Neither Party shall agree to any compromise or settlement of any litigation against the other Party or its officers or directors relating to the transactions contemplated hereby without such Party’s consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Section 4.17. Company Rights. The Board of Directors of Company shall defer the “Separation Time”, if any, under the Company Rights Agreement (as set forth in Section 2.23 ) unless otherwise requested in writing by Acquiror and, on or immediately prior to the Effective Time or on such earlier date as Acquiror may request, shall waive, suspend the operation of or otherwise render the Company Rights Agreement inoperative or ineffective as regards the Arrangement, it being understood that Company will have no obligation to take any such action until all other conditions of the Plan of Arrangement have been satisfied or waived. If any “Separation Time” or “Stock Acquisition Date” (each as defined in the Company Rights Agreement) occurs under the Company Rights Agreement at any time during the period from the date of this Agreement to the Effective Time, Company and Acquiror shall make such adjustment to the Share Exchange Ratio as Company and Acquiror shall mutually agree so as to preserve the economic benefits that Company and Acquiror each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Arrangement and the other transactions contemplated hereby. At or immediately prior to the Effective Time or on such earlier date as Acquiror may request, the Board of Directors of Company shall take all action necessary to cause any rights agreement or similar agreement involving Company that

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becomes effective after the date of this Agreement in accordance with the terms of this Agreement to be inoperative or ineffective as regards the Arrangement.

Section 4.18. Confidentiality. Each Party acknowledges and confirms that (a) Acquiror and Company have entered into a Confidentiality Agreement, dated August 19, 2009 (as amended from time to time, the “ Confidentiality Agreement ”), (b) all information provided by each Party to the other Party pursuant to this Agreement is subject to the terms of the Confidentiality Agreement and (c) the Confidentiality Agreement shall remain in full force and effect in accordance with its terms and conditions.

Section 4.19. Resignations. Subject to applicable Law, prior to the Effective Time, Company shall cause each member of the Board of Directors of Company to execute and deliver a letter, which shall not be revoked or amended prior to the Effective Time, effectuating his or her resignation as a director of Company effective immediately prior to the Effective Time. Subject to applicable Law, prior to the Effective Time, Company shall obtain the resignations of such directors or officers of its Subsidiaries as Acquiror shall request with reasonable advance notice.

Section 4.20. Election to Acquiror’s Board of Directors. Prior to the Effective Time, Acquiror shall offer two members of the Board of Directors of Company who are willing to so serve the opportunity to serve on Acquiror’s Board of Directors after the Effective Time. Promptly after the Effective Time, Acquiror shall increase the size of its Board of Directors and, subject to fiduciary obligations under applicable Law, Acquiror shall use its commercially reasonable efforts to cause those two individuals who have accepted Acquiror’s offer referred to above to be appointed to Acquiror’s Board of Directors with one serving as a member of a newly organized integration and consolidation committee and the other serving as a member of the audit committee.

Section 4.21. Employee Retention. After the date of this Agreement (and prior to the Effective Time), the Chief Executive Officer of Company may implement a retention and transaction bonus plan, separate and in addition to any existing benefit arrangements, provided that (a) the Chief Executive Officer of Company shall consult with the Chief Executive Officer of Acquiror with respect to the terms of the bonus plan, the identity of the employees who would be eligible to participate in the bonus plan and the bonus amount that each such employee would be eligible to receive under the bonus plan, (b) the aggregate amounts paid pursuant to the bonus plan shall not exceed $10,000,000, (c) not more than an aggregate of $500,000 of the amounts so payable shall be paid to direct reports to the Chief Executive Officer of Company (and no amounts shall be payable to the Chief Executive Officer of Company), (d) an employee shall not be entitled to receive any amount under the bonus plan if the employee voluntarily terminates his or her employment (unless such employee would have good reason to resign in circumstances under which such employee would be entitled to receive severance benefits upon such resignation under Company’s historical practices), or commits any act or omission that would provide a basis for termination for cause under Company’s historical practices, prior to the date that is six months after the Closing and (e) the net after-tax cost to

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Company of such plan (including any tax gross up payments or loss of tax deduction related to such payments) shall not exceed $10,000,000.

Section 4.22. Tax Election. Neither Acquiror nor Company shall, other than, in the case of Acquiror, in the ordinary course of business consistent with past practice, or in the case of Company, in Company’s Ordinary Course of Business, or except to the extent required by Law, make, change or revoke any material Tax election, including without limitation the election by Acquiror to be treated as an S Corporation for U.S. federal income tax purposes.

Section 4.23. Effective Price. Not less than five days prior to the Closing Date, Company shall provide Acquiror with written notice of the Effective Price determined by the Board of Directors of Company in connection with the Company Warrant Cancellation.

ARTICLE V
CONDITIONS

Section 5.1. Conditions to Obligation of Each Party. Subject to Section 1.9(a) , the respective obligation of Acquiror and Company to consummate the transactions contemplated by this Agreement, including the Arrangement, shall be subject to satisfaction or waiver of the following conditions at or prior to the Effective Time:

(a) The Form S-4 shall have become effective under the Securities Act; no stop order suspending the effectiveness of the Form S-4 shall have been issued; and no proceedings for such purpose shall have been initiated or threatened in writing by the SEC.

(b) The Arrangement Resolution shall have been approved by the Company Requisite Shareholder Vote, and the Court shall have approved the Interim Order and Final Order.

(c) The transactions contemplated by this Agreement shall have been approved by the Acquiror Requisite Shareholder Vote. This Agreement shall have been duly approved by the sole shareholder of Acquiror Sub in accordance with applicable Law and the certificate of incorporation and by-laws of Acquiror Sub.

(d) The shares of Acquiror Class A Common Stock that shall be issued and paid to the shareholders of Company upon consummation of the Arrangement shall have been authorized for listing on a national securities exchange in the United States, subject to official notice of issuance.

(e) Acquiror’s articles of incorporation shall have been amended and restated in the form attached hereto as Exhibit E , provided that such amendment and restatement shall be effected only upon satisfaction or waiver of all other conditions set forth in this ARTICLE V .

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(f) No Law or Order (whether temporary, preliminary or permanent, but excluding Regulatory Laws and Orders arising thereunder or related thereto) shall have been enacted, entered, promulgated, adopted, issued or enforced by any Governmental Entity that is then in effect and has the effect of making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, including the Arrangement.

(g) All waiting periods applicable to the transactions contemplated hereby under applicable Regulatory Laws in the jurisdictions set forth in Exhibit F shall have expired, terminated or have been waived, and all approvals and rulings by, and filings with, Governmental Entities in respect of the transactions contemplated hereby under applicable Regulatory Laws in the jurisdictions set forth in Exhibit F shall have been (or are deemed to have been) obtained, waived or made.

Section 5.2. Additional Conditions to Obligation of Acquiror. Subject to Section 1.9(a) , the obligation of Acquiror to effect the Arrangement shall be further subject to satisfaction or waiver of the following conditions at or prior to the Effective Time:

(a) Each of the representations and warranties of Company set forth in Section 2.3 shall be correct and complete in all respects (other than de minimis inaccuracies) as of the Closing Date as though made on and as of the Closing Date, except (i) for changes specifically contemplated by this Agreement and (ii) to the extent representations and warranties by their terms speak only as of a certain date, in which case such representations and warranties shall be correct and complete as of such date; and each of the other representations and warranties of Company set forth in this Agreement (but without regard to any materiality qualifications or references to Material Adverse Effect contained in any representation or warranty) shall be correct and complete in all respects as of the Closing Date as though made on and as of the Closing Date, except (A) for changes specifically contemplated by this Agreement (including Section 4.1(a) or Section 4.1(b) of the Company Disclosure Schedule), (B) to the extent representations and warranties by their terms speak only as of a certain date, in which case such representations and warranties shall be correct and complete as of such date, and (C) where such failures of the representations and warranties to be correct and complete in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Company.

(b) Company shall have performed in all material respects all obligations and materially complied with the covenants required by this Agreement to be performed or complied with by it at or prior to the Effective Time.

(c) Since the date of this Agreement, except as contemplated by this Agreement (including in the Company Disclosure Schedule), there shall not have occurred any development, effect or change that is reasonably expected to have a Material Adverse Effect on Company.

(d) Company shall have consummated, without recourse to Company other than payment of the applicable purchase price, (i) the redemption of all outstanding

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Company Preferred Shares for a fixed cash purchase price determined in accordance with the restated articles of incorporation of Company as in effect as of the date hereof (less applicable withholdings), provided that this subclause (i) shall be deemed to be satisfied if the Plan of Arrangement provides for the occurrence of the same, and (ii) the Company Warrant Cancellation, provided that without the written consent of Acquiror (which consent shall not be unreasonably withheld, delayed or conditioned), the Effective Price determined by the Board of Directors of Company in connection with the Company Warrant Cancellation shall not exceed an amount equal to 115% of the volume weighted average trading price of Company Common Shares on the Toronto Stock Exchange for the 30 consecutive trading days ending on the trading day immediately preceding the date that the Board of Directors of Company determines the Effective Price (calculated including only trades made during normal trading hours by dividing the total value of the Company Common Shares by the total volume of the Company Common Shares traded on the Toronto Stock Exchange).

(e) Company shall have delivered to Acquiror a certification of the Chief Executive Officer, the Chief Financial Officer or another executive officer (reasonably acceptable to Acquiror) of Company to the effect that each of the conditions specified in Section 5.2(a) , Section 5.2(b) , Section 5.2(c) and Section 5.2(d) is satisfied.

(f) The Senior Notes Indenture shall has been terminated or the covenants of Company under the Senior Notes Indenture shall have been terminated or made inapplicable to Company (and its Affiliates).

(g) The total number of Company Common Shares with respect to which Dissent Rights have been properly exercised and not withdrawn shall not exceed 7.5% of the outstanding Company Common Shares as of the Closing Date.

(h) No claim, action, suit, arbitration, proceeding, investigation or inquiry shall have been commenced by the U.S. Federal Trade Commission, the U.S. Department of Justice, the Commissioner of Competition (Canada) or the Minister of Industry (Canada) against Acquiror, Company, any of their respective Subsidiaries or any of the directors or officers of any of them, with respect to the transactions contemplated hereby that is pending.

Section 5.3. Additional Conditions to Obligation of Company. The obligation of Company to effect the Arrangement shall be further subject to satisfaction or waiver of the following additional conditions at or prior to the Effective Time:

(a) Each of the representations and warranties of Acquiror set forth in Section 3.3 shall be correct and complete in all respects (other than de minimis inaccuracies) as of the Closing Date as though made on and as of the Closing Date, except (i) for changes specifically contemplated by this Agreement and (ii) to the extent representations and warranties by their terms speak only as of a certain date, in which case such representations and warranties shall be correct and complete as of such date; and each of the other representations and warranties of Acquiror set forth in this Agreement (but without regard to any materiality qualifications or references to Material Adverse Effect

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contained in any representation or warranty) shall be correct and complete in all respects as of the Closing Date as though made on and as of the Closing Date, except (A) for changes specifically contemplated by this Agreement (including Section 4.1(a) or Section 4.1(b) of the Acquiror Disclosure Schedule), (B) to the extent representations and warranties by their terms speak only as of a certain date, in which case such representations and warranties shall be correct and complete as of such date, and (C) where such failures of the representations and warranties to be correct and complete in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Acquiror.

(b) Acquiror shall have performed in all material respects all obligations and materially complied with the covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date.

(c) Since the date of this Agreement, except as contemplated by this Agreement (including in the Acquiror Disclosure Schedule), there shall not have occurred any development, effect or change that is reasonably expected to have a Material Adverse Effect on Acquiror.

(d) [Reserved]

(e) Acquiror shall have delivered to Company a certification of the Chief Executive Officer, the Chief Financial Officer or another executive officer (reasonably acceptable to Company) of Acquiror to the effect that each of the conditions specified in Section 5.3(a) , Section 5.3(b) and Section 5.3(c) is satisfied.

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ARTICLE VI

TERMINATION, AMENDMENT AND WAIVER

Section 6.1. Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Company Requisite Shareholder Vote or the Acquiror Requisite Shareholder Vote:

(a) by mutual written consent of Company and Acquiror;

(b) by either Party if (i) a Law shall have been enacted or entered prohibiting the consummation of the transactions contemplated hereby, (ii) an Order shall have been enacted, entered, promulgated or issued by a Governmental Entity permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, and such Order shall have become final and non-appealable; provided, however, that the Party seeking to terminate this Agreement pursuant to this subclause (ii) shall have used its commercially reasonable efforts to remove such Order, or (iii) a Governmental Entity shall have failed to issue an Order or take any other action, and such denial of a request to issue such Order or take such other action shall have become final and non-appealable, that is necessary to satisfy any condition set forth in ARTICLE V ; provided, however, that the right to terminate this Agreement pursuant to subclause (ii) or (iii) shall not be available to any Party whose failure to comply with Section 4.3 has been the cause of such inaction; and provided further that the right to terminate this Agreement pursuant to this Section 6.1(b) shall apply only if the Law, Order or act or omission of the Governmental Entity, as the case may be, shall have caused the failure of any condition set forth in ARTICLE V to be satisfied and the Party entitled to rely on such condition shall not elect to waive such condition;

(c) by either Party if the Arrangement shall not have been consummated on or prior to the date that is 210 days after the date of this Agreement or such other date as Acquiror and Company shall agree in writing (the “ Termination Date ”); provided, however, that (i) the Termination Date shall be automatically extended for a period not to exceed 60 days to the extent necessary to obtain those approvals of Governmental Entities that are required to satisfy the condition set forth in Section 5.1(g) and (ii) the right to terminate this Agreement pursuant this Section 6.1(c) shall not be available to any Party that has breached in any material respect its obligations under this Agreement in any manner that shall have caused the failure of the Arrangement to be consummated on or before the Termination Date;

(d) by either Party if all of the following shall have occurred: (i) the other Party shall have breached or failed to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, (ii) such breach or failure to perform would result in any condition set forth in ARTICLE V to not be satisfied and (iii) such breach or failure to perform is incapable of being cured by the other Party prior to the date that is 30 days after receipt of written notice thereof or, if such breach or failure to perform is capable of being so cured, the other Party shall not have cured such breach or failure to perform within 30 days after receipt of written notice thereof;

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(e) [Reserved]

(f) by either Party if the approval of the Arrangement Resolution shall not have been obtained by reason of the failure to obtain the Company Requisite Shareholder Vote at the Company Meeting (or of any adjournment or postponement thereof); provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(f) shall not be available to Company where Company’s breach of Section 1.3(e) , Section 4.8 or Section 4.10 shall have caused the failure to obtain such approval;

(g) by either Party if the approval of the transactions contemplated hereby shall not have been obtained by reason of the failure to obtain the Acquiror Requisite Shareholder Vote at the Acquiror Meeting (or of any adjournment or postponement thereof); provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(g) shall not be available to Acquiror where Acquiror’s breach of Section 1.4(a) , Section 4.8 or Section 4.10 shall have caused the failure to obtain such approval;

(h) by Acquiror prior to the time when the Company Requisite Shareholder Vote is obtained or by Company prior to the time when the Acquiror Requisite Shareholder Vote is obtained, as the case may be, if any of the following actions has occurred: (i) the other Party, any of its Subsidiaries or any of their respective Representatives shall have materially breached its obligations of Section 4.10 ; (ii) the Board of Directors of the other Party shall have failed to make its recommendation as required by Section 4.8(b) or shall have effected a Change in Recommendation (or resolved or publicly proposed to take any such action), whether or not permitted by the terms of this Agreement, (iii) the Board of Directors of the other Party shall have failed to reconfirm its recommendation as required by Section 4.8(a) within five Business Days after a written request to do so by the terminating Party (subject to the limitations set forth in Section 4.8(a) ), (iv) the other Party shall have materially breached its obligations under this Agreement by reason of a failure to call or conduct its meeting of shareholders in accordance with Section 4.8(a) , (v) the Board of Directors of the other Party shall have recommended to its shareholders any Acquisition Proposal or Superior Proposal; or (vi) the other Party shall have entered into any agreement (other than a confidentiality agreement contemplated by Section 4.10 ), letter of intent, agreement-in-principle, acquisition agreement or other instrument contemplating or otherwise relating to any Acquisition Proposal or Superior Proposal or requiring such other Party to abandon, terminate or fail to consummate any of the transactions contemplated hereby, including the Arrangement; or

(i) by Acquiror prior to the time when the Acquiror Requisite Shareholder Vote is obtained or by Company prior to the time when the Company Requisite Shareholder Vote is obtained, as the case may be, if the Board of Directors of such Party shall have approved or recommended, or such Party shall have entered into a definitive agreement with respect to, a Superior Proposal in compliance with Section 4.10(a)(ii) .

Notwithstanding the foregoing, neither Party may terminate this Agreement pursuant this Section 6.1 unless such Party shall have made all payments required to be made to the other Party pursuant to Section 6.2 .

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Section 6.2. Effect of Termination.

(a) If this Agreement is terminated pursuant to Section 6.1 , then this Agreement (other than as set forth in Section 4.18 , this Section 6.2 and ARTICLE VII , which provisions shall survive such termination) shall become void and of no effect with no liability on the part of any Party (or of any of its Affiliates or its or their Representatives); provided, however, no such termination shall relieve either Party from any obligation to pay, if applicable, the amounts described in the other provisions of this Section 6.2 and neither Company nor Acquiror shall be relieved or released from any liabilities arising out of its willful breach of this Agreement.

(b) If (i) Acquiror terminates this Agreement pursuant to Section 6.1(h) , (ii) Company terminates this Agreement pursuant to Section 6.1(i) or (iii) Acquiror or Company terminates this Agreement pursuant to Section 6.1(c) with Acquiror having had the Form S-4 declared effective by the SEC and such effectiveness not suspended on the Termination Date without the Company Meeting having been called, Acquiror terminates this Agreement pursuant to Section 6.1(d) or Acquiror or Company terminates this Agreement pursuant to Section 6.1(f) and in the case of any such termination pursuant to Section 6.1(c) , Section 6.1(d) or Section 6.1(f) (A) at any time after the date of this Agreement and prior to such termination an Acquisition Proposal shall have been publicly announced or otherwise publicly communicated to the senior management, the Board of Directors or shareholders of Company and (B) prior to the date that is 15 months after the effective date of such termination, Company shall enter into a definitive agreement with respect to an Acquisition Proposal or an Acquisition Proposal is consummated (substituting in both instances “50%” for “15%” in the definition of Acquisition Proposal), then Company shall pay to Acquiror a termination fee equal to $40,000,000 (in the case of termination under Section 6.1(f) , less the amounts that Company previously paid to Acquiror pursuant to Section 6.2(c) ). Company shall satisfy its obligations under the preceding sentence by the wire transfer of immediately available funds to an account that Acquiror designates (x) in the case of termination pursuant to subclause (i) or (ii) above, such amount shall be paid no later than the date of such termination and (y) in the case of subclause (iii) above, $25,000,000 of such amount shall be paid no later than the date on which Company executes and delivers a definitive agreement with respect to an Acquisition Proposal and the balance of such amount shall be paid no later than the date on which Company consummates an Acquisition Proposal.

(c) If Acquiror or Company terminates this Agreement pursuant to Section 6.1(f) , then Company shall reimburse Acquiror and its Subsidiaries for all out-of-pocket expenses incurred by Acquiror or any of its Subsidiaries in connection with the negotiation, preparation, execution and performance of this Agreement and related documentation, including printing fees, filing fees and fees and expenses of its legal, accounting and financial advisors, accountants and consultants and all fees and expenses payable to any financing sources related to this Agreement, the transactions contemplated hereby and any related financing up to a maximum amount of $20,000,000 (collectively and subject to such cap, the “ Acquiror Costs ”).

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(d) If (i) Acquiror or Company terminates this Agreement pursuant to Section 6.1(c) with Acquiror having had Form S-4 declared effective by the SEC and such effectiveness not suspended on the Termination Date without the Company Meeting having been called and circumstances exist such that the condition set forth in Section 5.2(c) would not have been satisfied at the time of such termination and the failure of any such condition to be satisfied is not directly caused by Acquiror’s breach of its obligations under this Agreement or (ii) Acquiror terminates this Agreement pursuant to Section 6.1(d) and, in each of the cases described in subclauses (i) and (ii) , the provisions of Section 6.2(b) do not apply to any such termination, then Company shall reimburse Acquiror and its Subsidiaries for Acquiror’s Costs. Company shall satisfy its obligation under the preceding sentence by the wire transfer of immediately available funds to an account that Acquiror designates not later than the date of such termination (or, if later, on the Business Day immediately following the date on which Acquiror provides written notice of the amount of Acquiror’s Costs to Company).

(e) If (i) Company terminates this Agreement pursuant to Section 6.1(h) , (ii) Acquiror terminates this Agreement pursuant to Section 6.1(i) or (iii) Company or Acquiror terminates this Agreement pursuant to Section 6.1(c) with Acquiror having had Form S-4 declared effective by the SEC and such effectiveness not suspended on the Termination Date without the Acquiror Meeting having being called, Company terminates this Agreement pursuant to Section 6.1(d) or Company or Acquiror terminates this Agreement pursuant to Section 6.1(g) and in the case of any such termination pursuant to Section 6.1(c) , Section 6.1(d) or Section 6.1(g) (A) at any time after the date of this Agreement and prior to such termination an Acquisition Proposal shall have been publicly announced or otherwise publicly communicated to the senior management, Board of Directors or shareholders of Acquiror and (B) prior to the date that is 15 months after the effective date of such termination, Acquiror shall enter into a definitive agreement with respect to an Acquisition Proposal or an Acquisition Proposal is consummated (substituting in both instances “50%” for “15%” in the definition of Acquisition Proposal), then Acquiror shall pay to Company a termination fee equal to $40,000,000 (in the case of termination under Section 6.1(g) , less the amounts that Company previously paid to Acquiror pursuant to Section 6.2(f) ). Acquiror shall satisfy its obligations under the preceding sentence by the wire transfer of immediately available funds to an account that Company designates (x) in the case of termination pursuant to subclause (i) or (ii) above, such amount shall be paid no later than the date of such termination and (y) in the case of subclause (iii) above, $25,000,000 of such amount shall be paid no later than the date on which Acquiror executes and delivers a definitive agreement with respect to an Acquisition Proposal and the balance of such amount shall be paid no later than the date on which Acquiror consummates an Acquisition Proposal.

(f) If Acquiror or Company terminates this Agreement pursuant to Section 6.1(g) , then Acquiror shall reimburse Company and its Subsidiaries for all out-of-pocket expenses incurred by Company or any of its Subsidiaries in connection with the negotiation, preparation, execution and performance of this Agreement and related documentation, including printing fees, filing fees and fees and expenses of its legal, accounting and financial advisors, accountants and consultants up to a maximum amount of $20,000,000 (collectively and subject to such cap, the “ Company’s Costs ”)

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(g) If (i) Acquiror or Company terminates this Agreement pursuant to Section 6.1(c) with Acquiror having had the Form S-4 declared effective by the SEC and such effectiveness not suspended on the Termination Date without the Acquiror Meeting having been called and circumstances exist such that the condition set forth in Section 5.3(c) would not have been satisfied at the time of such termination and the failure of any such condition to be satisfied is not directly caused by Company’s breach of its obligations under this Agreement or (ii) Company terminates this Agreement pursuant to Section 6.1(d) and, in each of the cases described in subclauses (i) or (ii) above, the provisions of Section 6.2(e) do not apply to any such termination, then Acquiror shall reimburse Company and its Subsidiaries for Company’s Costs. Acquiror shall satisfy its obligation under the preceding sentence by the wire transfer of immediately available funds to an account that Company designates not later than the date of such termination (or, if later, on the Business Day immediately following the date on which Company provides written notice of the amount of Company’s Costs to Acquiror).

(h) If a Party becomes entitled to a payment under this Section 6.2 in a circumstance in which the Party may become entitled to an additional payment subject to the occurrence of subsequent events, then the other Party shall effect the payment then due and supplement such payment with any additional payment, without duplication, that becomes due as and when such additional payment becomes due.

(i) Each Party acknowledges that the agreements contained in this Section 6.2 are an integral part of the transactions contemplated hereby and that, without these agreements, Acquiror and Company would not enter into this Agreement. Accordingly, if either Party fails to pay the amounts payable under Section 6.2 , then the breaching Party shall pay to the other Party and its Subsidiaries all costs and expenses (including attorneys’ fees and expenses) incurred by such other Party and its Subsidiaries in connection with the collection of such overdue amounts and the enforcement by such other Party of its rights under Section 6.2 , together with interest on such overdue amounts at a rate per annum equal to the “prime rate” (as announced by JPMorgan Chase Bank, N.A. or any successor thereto) in effect on the date on which such payment was required to be made.

Section 6.3. Amendment. This Agreement and the Plan of Arrangement may be amended by mutual agreement of Acquiror and Company, by action taken or authorized by their respective Board of Directors, at any time and from time to time before or after the Company Requisite Stockholder Vote or the Acquiror Requisite Shareholder Vote is obtained but not later than the Effective Time. This Agreement may not be amended except by a written instrument signed on behalf of each of the Parties. The Parties agree to negotiate in good faith such amendments, if any, to the Plan of Arrangement as are reasonably necessary or advisable to permit the Arrangement to be consummated in a manner consistent with the intent of the Parties as contemplated hereby.

Section 6.4. Extension; Waiver. At any time before the Effective Time, any Party may (a) extend the time for the performance of any of the obligations or other acts of the other Party under or pursuant to this Agreement, (b) waive any inaccuracies in the representations and warranties made by the other Party in this Agreement or in any

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document delivered pursuant hereto and (c) waive compliance with any of the covenants made by the other Party, or any of the conditions benefiting such waiving Party contained, in this Agreement. Any agreement on the part of any Party to any such extension or waiver shall be valid as against such Party only if set forth in a written instrument signed on behalf of such Party. Except for a waiver effected in accordance with the previous sentence, the failure of any Party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

ARTICLE VII
MISCELLANEOUS

Section 7.1. Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties or covenants set forth in this Agreement or in any document delivered pursuant hereto shall survive the Effective Time, except that the agreements of Acquiror and Company that by their terms apply or are to performed in whole or in part after the Effective Time and that are contained in Section 4.11 (Indemnification; Directors and Officers Insurance), ARTICLE VI and this ARTICLE VII shall survive the Effective Time in accordance with their respective terms.

Section 7.2. Expenses. Whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, except (i) as otherwise provided in Section 6.2 , (ii) the filing fee in connection with any filing made under all applicable Regulatory Laws shall be shared equally by Acquiror and Company and (iii) Acquiror shall reimburse Company and its Subsidiaries all of their reasonable and documented out-of-pocket third party costs incurred at Acquiror’s request in connection with the cooperation contemplated by Section 4.4(b) with respect to the Debt Financing promptly following the receipt of an invoice therefor.

Section 7.3. Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given or made as of the date of receipt if delivered personally, sent by facsimile (and sender shall bear the burden of proof of delivery), sent by overnight courier (providing proof of delivery) or sent by registered or certified mail (return receipt requested, postage prepaid), in each case, to the Parties at the following addresses or facsimile numbers (or at such other address or facsimile number for a Party as shall be specified by like notice):

If to Company:

World Color Press Inc.

999 de Maisonneuve Boulevard West, Suite 1100

Montreal, Québec

CANADA H3A 3L4

Attention: John V. Howard Jr.

Facsimile: (514) 877-5104

with a copy to:

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545 Teresa Drive

Boulder, Colorado 80303

Attention: John V. Howard Jr.

and

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Attention: Joseph B. Frumkin

Melissa Sawyer

Facsimile: (212) 558-3588

If to Acquiror:

Quad/Graphics, Inc.

Corporate Headquarters

N63 W23075 State Hwy. 74

Sussex, Wisconsin 53089

Attention: J. Joel Quadracci

Andrew R. Schiesl

Facsimile: (414) 566-9416

(with a copy to)

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

Attention: William J. Abraham, Jr.

Jay O. Rothman

Facsimile: (414) 297-4900

Section 7.4. Entire Agreement; No Third Party Beneficiaries.

(a) This Agreement and the Confidentiality Agreement constitute the entire agreement, and supersede all prior understandings, agreements, representations or warranties, both written and oral, among the Parties with respect to the subject matter hereof; provided, however, the provisions of this Agreement shall supersede any conflicting provisions of the Confidentiality Agreement.

(b) This Agreement, except for the provisions of Section 4.11 , shall not confer any rights or remedies upon any Person other than the Parties and their respective permitted successors and permitted assigns.

Section 7.5. Assignment; Binding Effect. No Party may assign this Agreement or any of its rights, interests or obligations hereunder (whether by operation of Law or

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otherwise, including a merger or amalgamation) without the prior written approval of the other Party, and any attempted assignment without such prior written approval shall be void and without legal effect. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and permitted assigns.

Section 7.6. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, U.S.A. without giving effect to any choice or conflict of law provision or rule, except to the extent mandatorily governed by the laws of Canada or the laws of the State of Wisconsin, U.S.A. The Parties hereby irrevocably submit to the personal jurisdiction of the Federal courts of the United States of America located in the State of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Agreement or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such Federal court in the United States.

Section 7.7. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, then all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, a suitable and equitable provision shall be substituted therefor in order to carry out the original intent and purpose of such invalid or unenforceable provision of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 7.8. Enforcement of Agreement. The Parties agree that money damages or any other remedy at law would not be a sufficient or adequate remedy for any actual or threatened breach or violation of, or default under, this Agreement and that, in addition to all other available remedies, the aggrieved Party shall be entitled, to the fullest extent permitted by Law, to an injunction restraining such actual or threatened breach, violation or default and to any other equitable relief, including specific performance, without bond or other security being required.

Section 7.9. Waiver of Jury Trial. The Parties hereby irrevocably and unconditionally waive any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

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Section 7.10. Interpretation. For purposes of this Agreement, (a) the words “including” and “include” shall be deemed to be followed by the words “without limitation,” (b) the words “herein,” “hereof,” “hereby,” “hereto” or “hereunder” refer to this Agreement as a whole, and (c) references to “$” refer to United States Dollars. When calculating the period of time before which, within which or following which any act is required to be done pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. Any reference to any supranational, national, state, provincial, municipal or local Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires. Unless the context otherwise requires, references in this Agreement (i) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of, and the Exhibits and Schedules attached to, this Agreement and (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof. Notwithstanding anything to the contrary in this Agreement, each Section of this Agreement is qualified by the matters set forth with respect to such Section in the correspondingly numbered Section of the Company Disclosure Schedule or the Acquiror Disclosure Schedule, as applicable, only to the extent specified therein; provided, however, that any fact or item that is disclosed in any Section of the Company Disclosure Schedule or the Acquiror Disclosure Schedule, as applicable, in sufficient detail to make its relevance to any other representation and warranty of Company or Acquiror, as applicable, set forth in this Agreement readily apparent shall be deemed disclosed as an exception to such other representation and warranty. The Schedules and Exhibits referred to in this Agreement shall be construed with and as an integral part of this Agreement. Capitalized terms used but not otherwise defined in the Schedules and Exhibits referred to in this Agreement shall have the meanings set forth in this Agreement. Titles to Articles, headings of Sections and the Table of Contents are inserted for convenience of reference only and shall not be deemed a part of or to affect the meaning or interpretation of this Agreement. Notwithstanding the fact that this Agreement has been drafted or prepared by one of the Parties, each Party confirms that both it and its counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the Parties. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party. Any Party asserting the existence of a Material Adverse Effect shall have the burden of proving its existence.

Section 7.11. Definitions. For purposes of this Agreement,

“ Acquiror Contract ” shall mean each of the following, whether or not set forth in the Company Disclosure Schedule: (a) each Contract of the type described in Section 3.16(a) ; and (b) each contract that constitutes an Acquiror Employee Benefit Plan.

“ Acquiror Outstanding Amount ” shall mean the number of shares of Acquiror Class A Common Stock, Class B Common Stock and Class C Common Stock

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outstanding immediately prior to the Effective Time, other than such shares that are owned, directly or indirectly, by Acquiror.

“ Acquiror Sub ” shall mean Acquiror Sub 3 as defined in the Plan of Arrangement, a direct or indirect wholly-owned Subsidiary that Acquiror forms after the date of this Agreement to participate in the amalgamation described in the Plan of Arrangement.

“ Acquisition Proposal ” shall mean any proposal or offer from any Person or group (as defined in Rule 13d-5 under the Exchange Act) other than the Party that is not the Acting Party or any of its Subsidiaries (in each case, whether or not in writing and whether or not delivered to the shareholders of the Acting Party generally) relating to (a) any direct or indirect acquisition or purchase of a business or assets of the Acting Party or any of its Subsidiaries to which 15% or more of the consolidated revenues or net income of Acting Party is attributable or of beneficial ownership of 15% or more of the consolidated assets of the Acting Party or of 15% or more of any class of equity securities, or equity securities having 15% or more of the voting power, of the Acting Party or any of its Significant Subsidiaries, (b) any lease or license directly or indirectly of assets of the Acting Party or any of its Subsidiaries representing 15% or more of the consolidated assets of the Acting Party, (c) any tender offer or exchange offer that, if consummated, would result in any Person or group (as defined in Rule 13d-5 under the Exchange Act) beneficially owning 15% or more of any class of equity securities, or 15% or more of the voting power of the equity securities, of the Acting Party, (d) any merger, reorganization, share exchange, consolidation, business combination, sale of substantially all the assets, recapitalization, liquidation, dissolution or similar transaction involving the Acting Party or any of its Significant Subsidiaries, or (e) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

“ Adjustment Amount ” shall mean a number of Company Common Shares equal to (x) the excess, if any, of the aggregate Equity Payment Amounts over $135,000,000 divided by (y) the Effective Price of the Company Common Shares as determined pursuant to the Company Indenture. If the aggregate Equity Payment Amounts are $135,000,000 or less, the Adjustment Amount shall be 0 (zero).

“ Affiliates ” shall mean, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, “ control ” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the powers to direct or cause the direction of management or policies of a Person, through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

“ Business Day ” shall mean any day on which banks are not required or authorized to close in the State of New York or the Province of Québec.

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“ commercially reasonable efforts ” shall mean customary efforts that a prudent Person desirous of achieving a result would use in similar circumstances after taking into account both the overall costs to achieve the results and the overall benefits expected to be achieved as a result of the transactions contemplated by this Agreement.

“ Company Arrangement Amount ” shall mean, if the Adjustment Amount is 0 (zero), the Company Initial Shares and, if the Adjustment Amount is not 0 (zero), an amount equal to (x)(i) the Company Outstanding Amount minus (ii) the Adjustment Amount, times (y) (i) the Company Initial Shares divided by (ii) the Company Outstanding Amount.

“ Company Circular ” shall mean the notice of the Company Meeting and accompanying management proxy circular, including all schedules, appendices and exhibits thereto, to be sent, among other others, to the shareholders of Company in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time.

“ Company Contract ” shall mean each of the following, whether or not set forth in the Company Disclosure Schedule: (a) each Contract of the type described in Section 2.16(a) ; and (b) each contract that constitutes a Company Employee Benefit Plan.

“ Company Deferred Share Units ” shall mean all awards granting rights under the Company DSU Plan.

“ Company Indenture ” shall mean the Series I and Series II Warrant Indenture made as of July 21, 2009 between Company and Computershare Trust Company of Canada, creating the Company Warrants.

“ Company Initial Shares ” shall mean the number of shares equal to the Total Shares Outstanding minus the Acquiror Outstanding Amount.

“ Company’s Ordinary Course of Business ” shall mean the ordinary course of business of Company and its Subsidiaries consistent with past practice since its emergence from bankruptcy on July 21, 2009, provided that such course of business is consistent in all material respects with generally accepted practices in the industries and geographic areas in which Company or the applicable Subsidiary operates.

“ Company Outstanding Amount ” shall mean the number of Company Common Shares (including, for the avoidance of doubt, all Escrow Shares and all Company Common Shares with respect to which Dissent Rights have been properly exercised and not withdrawn) outstanding immediately prior to the Effective Time, other than such shares that are owned, directly or indirectly, by Company.

“ Company Restricted Share Units ” shall mean all awards granting rights under the Company RSU Plan.

“ Company Warrants ” shall mean, collectively, the Series I Warrants and the Series II Warrants created under the Company Indenture.

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“ Company Warrant Cancellation ” shall mean the cancellation of all Company Warrants outstanding immediately prior to the Effective Time in accordance with the terms thereof.

“ Contract ” shall mean any written or oral agreement, contract, loan or credit agreement, employment or severance agreement, note, mortgage, bond, indenture, lease, benefit plan, permit, franchise, license or other instrument, understanding or arrangement but shall not include any Employee Benefit Plan.

“ Dissent Rights ” shall mean the rights of dissent in respect of the Arrangement described in Article 3 of the Plan of Arrangement.

“ Effective Price ” shall have the meaning set forth in the Company Indenture.

“ Effective Time ” shall have the meaning set forth in the Plan of Arrangement.

“ Employee Benefit Plans ” shall mean of all “employee benefit plans,” as defined in Section 3(3) of ERISA, and all other employee benefit or executive compensation contracts, arrangements, perquisite programs or payroll practices that are maintained by a Person or any ERISA Affiliate or to which such Person or any ERISA Affiliate is obligated to contribute, for current or former employees or directors (or dependents or beneficiaries thereof) of such Person or any ERISA Affiliate or any predecessor of any of the foregoing (collectively, the “ Employee Benefit Plans ”).

“ Equity Interests ” shall mean (a) any partnership interests, (b) any membership interests or units, (c) any shares of capital stock, (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing entity, (e) any subscriptions, calls, warrants, options, or commitments of any kind or character relating to, or entitling any Person to purchase or otherwise acquire membership interests or units, capital stock, or any other equity securities, (f) any securities convertible into or exercisable or exchangeable for partnership interests, membership interests or units, capital stock, or any other equity securities, (g) any other interest classified as an equity security of a Person, or (h) any restricted share unit, deferred share unit or similar right which is valued on the basis of an equity security of a Person.

“ Equity Payment Amounts ” shall mean the aggregate amount of (i) the cash purchase price that the Company paid prior to the Effective Time or is or becomes obligated to pay to holders of Company Preferred Shares in connection with the redemption of Company Preferred Shares and to holders of Company Warrants in connection with the Company Warrant Cancellation, (ii) the aggregate amount that Almaco is obligated to pay to holders of Company Deferred Share Units and Company Restricted Share Units in accordance with Section 1.2(a) (for the avoidance of doubt, including any payment to John V. Howard Jr. pursuant to Section 1.2 ) and (iii) the

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amount of dividends that Company pays or becomes obligated to pay on or after January 24, 2010 and prior to the Effective Time.

“ ERISA ” shall mean the Employment Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” shall mean any entity that is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) of which a Person is a member, an unincorporated trade or business under common control with such Person (as determined under Section 414(c) of the Code), or a member of an “affiliated service group” (within the meaning of Section 414(m) of the Code) of which such Person is a member.

“ Escrow Shares ” shall mean the Company Common Shares held by Computershare Trust Company of Canada, in its capacity as escrow agent under the Escrow Agreement, dated as of July 21, 2009, between Company and Computershare Trust Company of Canada.

“ Final Order ” shall mean the final order of the Court in a form reasonably acceptable to Company and Acquiror, approving the Arrangement as such order may be amended by the Court (with the consent of both Company and Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed) at any time prior to the Effective Time or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is reasonably acceptable to both Company and Acquiror on appeal).

“ Form S-4 ” shall mean a registration statement on Form S-4 pursuant to which Acquiror shall seek to register the issuance and payment of shares of Acquiror Class A Common Stock to the shareholders of Company in connection with the Plan of Arrangement.

“ General Developments ” shall mean (a) any developments or occurrences relating to or affecting domestic or foreign economic or political conditions in general or the securities, commodities or financial markets in general, (b) any commencement , continuation or escalation of any act of terrorism or war (whether declared or undeclared), (c) any natural disasters, (d) any national or international calamity, (e) any developments or occurrences relating to or affecting the industries or the segments thereof or geographic areas in which Company or Acquiror (as applicable) or any of its Subsidiaries or customers operates, (f) any change in the market price of raw materials, including paper and ink, of the type and grade customarily purchased by Company or Acquiror or any of its Subsidiaries, or (g) any changes or proposed changes in or interpretations of any applicable Law or generally accepted accounting practices occurring after the date of this Agreement, but excluding, in each of the cases described in subclauses (a)-(d) above, any effect to the extent arising from any effect that has a materially disproportionate impact on the business, results of operations, financial condition or liabilities of Company or Acquiror (as applicable) relative to similarly

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situated companies to the extent engaged in the industries in which Company or Acquiror (as applicable) or any of its Subsidiaries conducts its business.

“ Governmental Entity ” shall mean any supranational, national, provincial, state, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi governmental or private body exercising any regulatory, judicial, administrative, taxing, importing or other governmental or quasi governmental authority.

“ Hazardous Substance ” shall mean (a) any petroleum, hazardous or toxic petroleum-derived substance or petroleum product, flammable or explosive material, radioactive materials, asbestos in any form, urea formaldehyde foam insulation, foundry sand or polychlorinated biphenyls (PCBs); (b) any chemical or other material or substance that is regulated, classified or defined as or included in the definition of “hazardous substance,” “hazardous waste,” “hazardous material,” “extremely hazardous substance,” “restricted hazardous waste,” “toxic substance,” “toxic pollutant,” “pollutant” or “contaminant” under any Environmental Law, or any similar denomination intended to classify substance by reason of potential for adverse impact, toxicity, carcinogenicity, ignitability, corrosivity or reactivity under any Environmental Law; or (c) any other chemical or other material, waste or substance, exposure to which is prohibited, limited or regulated by or under any Environmental Law.

“ Intellectual Property Rights ” shall mean rights in the following: (a) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names; (b) all copyrights and all other rights associated therewith and the underlying works of authorship; (c) all patents and all proprietary rights associated therewith; (d) all inventions, mask works and mask work registrations, know how, discoveries, improvements, designs, computer source codes, programs and other software (including all machine readable code, printed listings of code, documentation and related property and information), trade secrets, websites, domain names, shop and royalty rights and all other types of intellectual property; and (e) all registrations of any of the foregoing and all applications therefor.

“ Interim Order ” shall mean the interim order of the Court, in a form reasonably acceptable to Company and Acquiror, providing for, among other things, the calling and holding of the Company Meeting, as the same may be amended by the Court with the consent of Company and Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed.

“ Law ” shall mean any supernational, national, provincial, state, local or foreign statute, law (including common law), ordinance, rule or regulation.

“ Liens ” shall mean mortgages, liens (statutory or otherwise), security interests, easements, encroachments, rights-of-way, rights of refusal or encumbrances of any nature whatsoever.

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“ Material Adverse Effect ” shall mean any effect that (a) materially adverse to the business, results of operations, financial condition or liabilities of Company or Acquiror, as applicable, and its Subsidiaries taken as a whole, assuming for purposes of such a determination that Company or Acquiror, as the case may be, as a business enterprise, is 50% larger than its actual revenues, assets, liabilities and earnings, or (b) prevents or materially delays Company or Acquiror (as applicable) from consummating the transactions contemplated hereby. Notwithstanding the foregoing, effects arising out of or related to (i) General Developments and Transaction Developments shall not be deemed, either alone or in combination, to constitute a Material Adverse Effect and (ii) no effect arising from any General Developments or Transaction Developments shall be taken into account in determining whether there has been a Material Adverse Effect. Notwithstanding anything to the contrary, any change or effect on the business, results of operations, financial condition or liabilities of Acquiror as a result of any loss of Acquiror’s status as a Subchapter S corporation shall not constitute a Material Adverse Effect on Acquiror; except to the extent that such loss of Subchapter S status results in any loss or liability for Acquiror relating to or arising out of periods prior to the Closing.

“ Multiemployer Plan ” shall mean a “multiemployer plan,” as defined in Section 4001(a)(3) of ERISA.

“ Order ” shall mean any order, writ, injunction, judgment, plan or decree of any Governmental Entity.

“ Party ” or “ Parties ” shall mean Acquiror and/or Company, as the case may be.

“ Permitted Liens ” shall mean (a) Liens reflected or reserved against or otherwise disclosed in the Company Recent Balance Sheet or Acquiror Recent Balance Sheet, as applicable, (b) mechanics’, materialmen’s, warehousemen’s, carriers’, workers’, or repairmen’s liens or other similar common law or statutory Liens arising or incurred, in the case of Acquiror, in the ordinary course of business consistent with past practice and, in the case of Company, in Company’s Ordinary Course of Business and which are not material in amount or effect on the business of the relevant Party, (c) liens for Taxes, assessments and other governmental charges not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings and (d) the following with respect to real property, but only to the extent such matter does not materially adversely affect the value or present use of the applicable real property, (A) easements, quasi-easements, licenses, covenants, rights-of-way, rights of re-entry or other similar restrictions, including any other agreements, conditions or restrictions that would be shown by a current title report or other similar report or listing, (B) any conditions that may be shown by a current survey or physical inspection and (C) zoning, building, subdivision or other similar requirements or restrictions (without, however, limiting any warranties in this Agreement as to compliance with Laws, Orders and Company Permits or Acquiror Permits, as applicable).

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“ Person ” shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a Governmental Entity.

“ Plan of Reorganization ” shall mean the plan of compromise and reorganization under both the Companies’ Creditors Arrangement Act and Chapter 11 of the U.S. Bankruptcy Code, approved by the creditors of Company on June 22, 2009 and sanctioned by the Québec Superior Court on June 30, 2009, and confirmed by the U.S. Bankruptcy Court on July 2, 2009.

“ Regulatory Law ” shall mean any Law that is designed or intended to prohibit, restrict or regulate (a) foreign investment (including the Investment Canada Act) or (b) actions having the purpose or effect of monopolization or restraint of trade or lessening of competition (including the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and similar Laws).

“ Related Party Contracts ” shall mean Contracts between a Person or any of its Subsidiaries, on the one hand, and any Affiliate of such Person or a family member of such Affiliate, on the other hand.

“ Securities Authorities ” shall mean the Autorité des marchés financiers , the applicable securities commissions and other securities regulatory authorities in each of the other provinces of Canada, and the SEC.

“ Securities Laws ” shall mean the Securities Act (Québec) and all other applicable Canadian provincial and territorial securities Laws, United States federal and state securities Laws and the rules and regulations and published policies under or relating to the foregoing securities Laws and applicable stock exchange rules and listing standards of the Toronto Stock Exchange, The New York Stock Exchange or The NASDAQ Stock Market.

“ Share Encumbrances ” shall mean any (a) Lien, (b) shareholders’ agreement, voting trust, proxy, power of attorney or similar instrument, (c) right or privilege capable, without action by the issuer of the Equity Interest, of becoming a shareholders’ agreement, voting trust, proxy, power of attorney or other instrument affecting the Equity Interests and (d) restriction affecting the ability of any holder of the Equity Interests to exercise all ownership rights thereto.

“ Significant Subsidiary ” shall have the meaning as defined in Rule 1.02(w) of Regulation S-X promulgated pursuant to the United States Securities Exchange Act of 1934, as amended.

“ Subsidiaries ” of any Person shall mean any corporation or other form of legal entity (a) an amount of the outstanding voting securities of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are not such voting securities, 50% or more of the equity interests of which) is owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or

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(b) with respect to which such Person or one or more of its Subsidiaries is the general partner or the managing member or has similar authority.

“ Superior Proposal ” shall mean an unsolicited (by the Acting Party, any of its Subsidiaries or any of its or their Representatives), bona fide , written, fully-financed (which, for the purposes of this Agreement, shall mean the receipt of a commitment letter ready for execution from a reputable Person capable of financing the transaction, subject only to normal and customary exceptions and conditions) proposal made by any Person other than the Party that is not the Acting Party or its Subsidiaries to acquire all of the issued and outstanding Equity Interests of the Acting Party pursuant to a tender offer or a merger or to acquire all of the properties and assets of the Acting Party on terms and conditions that a majority of the members of the Board of Directors of the Acting Party reasonably determines in good faith, after consultation with a internationally recognized financial advisor and outside counsel and taking into account all of the terms and conditions of such proposal (including all legal, financial, regulatory and other aspects of such proposal and any expense reimbursement provisions, termination fees and conditions associated with such proposal), is more favorable to the Acting Party’s shareholders from a financial point of view than the transactions contemplated hereby (including, to the extent applicable, any proposal or offer by the other Party for an adjustment to the terms and conditions of this Agreement pursuant to Section 4.10(a) ) and is reasonably likely to be consummated on the terms proposed.

“ Taxes ” shall mean supranational, national, state, provincial, municipal, local or foreign taxes, charges, fees, levies, or other assessments, including all net income, gross income, sales and use, ad valorem, transfer, gains, profits, excise, franchise, real and personal property, gross receipts, single business, unincorporated business, value added, capital stock, production, business and occupation, disability, FICA, employment, payroll, license, estimated, stamp, custom duties, environmental, severance or withholding taxes, or any other tax, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Entity, including any interest and penalties (civil or criminal) on or additions to any such taxes, whether disputed or not, and shall include any transferee liability in respect of taxes, any liability in respect of taxes imposed by contract, tax sharing agreement, tax indemnity agreement or any similar agreement.

“ Tax Return ” shall mean a return, report, estimate, claim for refund or other information, form or statement relating to, or required to be filed or supplied in connection with, any Taxes, including, where permitted or required, combined or consolidated returns for a group of entities and including any amendment thereof, including any schedule or attachment thereto.

“ Total Shares Outstanding ” shall mean the Acquiror Outstanding Amount divided by 0.60.

“ Transaction Developments ” shall mean (a) any acts or omissions of Company or Acquiror (as applicable) or any of its Subsidiaries prior to the Closing Date specifically contemplated by this Agreement, (b) the execution, delivery and performance

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of this Agreement, (c) the announcement by Company or Acquiror of its execution and delivery of this Agreement, (d) any acts or omissions taken at the request, or with the approval, of Company or Acquiror (as applicable), (e) any loss of, or adverse change in, the relationship of Company with its customers, employees, suppliers, financing sources, shareholders, joint venture partners or similar relationships proximately caused by the negotiation, performance, pendency, potential consummation or the announcement of this Agreement or the transactions contemplated by this Agreement, (f) any failure by Company or Acquiror to meet any estimates or expectations of Company’s or Acquiror’s revenue, earnings or other financial performance or results of operations for any period ending on or after the date of this Agreement, provided that such estimates and expectations were prepared in good faith, and/or (g) a decline in the price of the Company Common Shares on the Toronto Stock Exchange; it being understood that the underlying cause of any such failure or decline referred to in clause (f) or clause (g) shall not, solely by virtue of clause (f) or clause (g), constitute a “Transaction Development”).

“ U.S. Bankruptcy Code ” shall mean the Bankruptcy Reform Act of 1978, as amended.

“ U.S. Bankruptcy Court ” shall mean the United States Bankruptcy Court for the Southern District of New York.

“ Voting Debt ” shall mean any bonds, debentures, notes or other indebtedness of any Person having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Equity Interests of such Person may vote.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Arrangement Agreement as of the day and year first written above.

	QUAD/GRAPHICS, INC.

	By:	/s/ J. Joel Quadracci
	Name:	J. Joel Quadracci
	Title:	Chairman, Chief Executive Officer and President

	WORLD COLOR PRESS INC.

	By:	/s/ Mark A. Angelson
	Name:	Mark A. Angelson
	Title:	Chairman and Chief Executive Officer

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ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

1. The arrangement (the “ Arrangement ”) under Section 192 of the Canada Business Corporations Act (the “ CBCA ”) of World Color Press Inc. (“ Company ”), as more particularly described and set forth in the management proxy circular (the “ Circular ”), dated [ ] , 2010 of Company accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the definitive arrangement agreement (the “ Arrangement Agreement ”) made as of January 25, 2010 between Company and Quad/Graphics, Inc.), is hereby authorized, approved and adopted.

2. The plan of arrangement of Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “ Plan of Arrangement ”)), the full text of which is set out in Appendix A to the Circular, is hereby authorized, approved and adopted.

3. The (a) Arrangement Agreement and the transactions contemplated thereby, (b) actions of the directors of Company in approving the Arrangement Agreement, and (c) actions of the directors and officers of Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.

4. Company be and is hereby authorized to apply for a final order from the Québec Superior Court to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented in accordance with the Arrangement Agreement and the Plan of Arrangement).

5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of Company or that the Arrangement has been approved by the Québec Superior Court, the directors of Company are hereby authorized and empowered to, without notice to or approval of the shareholders of Company, (i) amend, modify or supplement the Arrangement Agreement or the Plan Arrangement to the extent permitted by the Arrangement Agreement and the Plan of Arrangement and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and the transactions contemplated thereby.

6. Any officer or director of Company is hereby authorized and directed for and on behalf of Company to execute and deliver for filing with the Director under the CBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.

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7. Any officer or director of Company is hereby authorized and directed for and on behalf of Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

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PLAN OF ARRANGEMENT
UNDER SECTION 192 OF THE
CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, and unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings ascribed thereto in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“ Acquiror ” means Quad/Graphics, Inc., a corporation organized and existing under the laws of the State of Wisconsin;

“ Acquiror Class A Common Stock ” means shares of class A common stock in the capital of Acquiror;

“ Acquiror Class B Common Stock ” means shares of class B common stock in the capital of Acquiror;

“ Acquiror Class C Common Stock ” means shares of class C common stock in the capital of Acquiror;

“ Acquiror Dividend ” means the dividend in an aggregate amount equal to the Specified Amount, payable upon completion of the Arrangement to holders of record of shares of Acquiror Class A Common Stock, Acquiror Class B Common Stock and Acquiror Class C Common Stock as of the moment in time immediately prior to the amalgamation provided for in Section 2.2(3) ;

“ Acquiror Sub 1 ” means · , a limited liability company organized and existing under the laws of Nova Scotia, and a wholly-owned subsidiary of Acquiror;

“ Acquiror Sub 2 ” means · , a limited liability company organized and existing under the laws of Nova Scotia, and a wholly-owned subsidiary of Acquiror Sub 1;

“ Acquiror Sub 3 ” means · , a corporation organized and existing under the laws of Canada, and a wholly-owned subsidiary of Acquiror Sub 2;

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“ affiliate ” has the meaning ascribed thereto in National Instrument 45-106 of the Canadian Securities Administrators;

“ Amalco ” means the corporation to be formed upon the amalgamation of Acquiror Sub 3 and Company, as provided for in this Plan of Arrangement;

“ Amalco Common Shares ” has the meaning ascribed thereto in Section 2.3 ;

“ Amalco Convertible Preferred Share Redemption Price ” means $8.00 together with an amount equal to the sum of (i) all accrued and unpaid cash dividends (including accrued and unpaid cash dividends calculated on the amount of unpaid cash dividends) on such shares plus (ii) all accrued and unpaid cash dividends (including accrued and unpaid cash dividends calculated on the amount of unpaid cash dividends) in respect of the Company Preferred Shares, in each case up to but excluding the Effective Date;

“ Amalco Convertible Preferred Shares ” has the meaning ascribed thereto in Section 2.3 ;

“ Amalco Note ” means a promissory note of Amalco in the principal amount equal to the fair market value of the total number of Amalco Redeemable Preferred Shares, which shall be convertible at the option of the holder into the same number of Amalco Common Shares;

“ Amalco Redeemable Preferred Shares ” has the meaning ascribed thereto in Section 2.3 ;

“ Amalco Third Party Debt ” means all the debt of Company (including the principal amounts and accrued and unpaid interest thereof) outstanding immediately prior to the Effective Time under the Revolving Credit Agreement and the Term Facility Agreement, which will be assumed by Amalco in full upon consummation of the amalgamation provided for in Section 2.2(3) ;

“ Amalco U.S. Sub ” means World Color (USA) Corp., a corporation organized and existing under the laws of Delaware, which will become a wholly-owned subsidiary of Amalco upon consummation of the amalgamation provided for in Section 2.2(3);

“ Amalco U.S. Sub Third Party Debt ” means the 10% senior guaranteed notes due July 15, 2013, issued by Amalco U.S. Sub under the Senior Notes Indenture;

“ Arrangement ” means the proposed arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of Company and Acquiror, each acting reasonably;

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“ Arrangement Agreement ” means the arrangement agreement dated as of January 25 , 2010 between Acquiror and Company, including all schedules and exhibits, as same may be amended, supplemented or restated in accordance with its terms providing for, among other things, the Arrangement;

“ Arrangement Resolution ” means the special resolution of the Company Shareholders and the Company Preferred Shareholders approving the Plan of Arrangement to be considered at the Company Meeting, substantially in the form and content of Exhibit A attached to the Arrangement Agreement;

“ Articles of Arrangement ” means the articles of arrangement of Company in respect of the Arrangement, to be sent to the Director pursuant to the CBCA after the Final Order is made;

“ business day ” means any day which banks are not required or authorized to close in the State of New York or the Province of Québec;

“ CBCA ” means the Canada Business Corporations Act ;

“ Certificate of Arrangement ” means the certificate or other confirmation of filing giving effect to the Arrangement to be issued by the Director pursuant to section 192(7) of the CBCA after the Articles of Arrangement have been filed;

“ Charter Documents ” means the articles and by-laws and similar constating documents of Company;

“ Code ” means the United States Internal Revenue Code of 1986 ;

“ Company ” means World Color Press Inc., a corporation organized and existing under the laws of Canada;

“ Company Circular ” means the notice of the Company Meeting and accompanying management proxy circular, including all schedules, appendices and exhibits thereto, to be sent to, among others, the Company Shareholders, the Company Preferred Shareholders and the Company Warrantholders, in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time;

“ Company Common Shares ” means the common shares in the capital of Company;

“ Company DSU Plan ” means the Company’s amended and restated deferred share unit plan dated September 7, 2009;

“ Company DSUs ” means the deferred share units issued under the Company DSU Plan;

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“ Company Indenture ” means the Series I and Series II Warrant Indenture dated as of July 21, 2009 between Company and Computershare Trust Company of Canada, as Warrant Agent;

“ Company Meeting ” means the special meeting of Company Shareholders and Company Preferred Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution;

“ Company Preferred Shareholders ” means the registered holders of Company Preferred Shares;

“ Company Preferred Shares ” means the class A convertible preferred shares in the capital of Company;

“ Company Rights Agreement ” means the Shareholder Rights Plan Agreement dated as of August 20, 2009 between Company and Computershare Investor Services Inc., and any other similar agreement entered into by Company prior to the Effective Date;

“ Company RSU Plan ” means the Company’s restricted share unit plan dated September 7, 2009;

“ Company RSUs ” means the restricted share units issued under the Company RSU Plan;

“ Company Shareholders ” means the registered holders of Company Common Shares;

“ Company Warrantholders ” means the registered holders of Company Warrants;

“ Company Warrants ” means, collectively, the Series I Warrants and the Series II Warrants created under the Company Indenture;

“ Court ” means the Superior Court of Québec, Commercial Division;

“ Depository ” means Computershare Trust Company of Canada;

“ Director ” means the Director appointed pursuant to Section 260 of the CBCA;

“ Dissent Deadline ” has the meaning ascribed thereto in Section 3.1(1) ;

“ Dissent Rights ” has the meaning ascribed thereto in Section 3.1(1) ;

“ Dissenting Shareholder ” means a registered holder of Company Common Shares, other than Escrowed Shares, who has properly and validly dissented in respect of

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the Arrangement Resolution in strict compliance with the Dissent Rights, who has not withdrawn or been deemed to have withdrawn such dissent and who is ultimately determined to be entitled to be paid the fair value of its Company Common Shares, but only in respect of the Company Common Shares in respect of which Dissent Rights are validly exercised by such registered holder;

“ Effective Date ” means the date shown on the Certificate of Arrangement;

“ Effective Time ” means 1:01 a.m. in Montreal, Canada on the Effective Date, or such other time as may be agreed to in writing by Company and Acquiror prior to the Effective Date;

“ Encumbrance ” means any (i) Lien, (ii) shareholders’ agreement, voting trust, proxy, power of attorney or similar instrument, (iii) right or privilege capable, without action by the issuer of an Equity Interest, of becoming a shareholders’ agreement, voting trust, proxy, power of attorney or other instrument affecting such Equity Interest and (iv) restriction affecting the ability of any holder of an Equity Interest to exercise all ownership rights thereto;

“ Equity Interests ” means (i) any partnership interests, (ii) any membership interests or units, (iii) any shares of capital stock, (iv) any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing entity, (v) any subscriptions, calls, warrants, options, or commitments of any kind or character relating to, or entitling any person to purchase or otherwise acquire membership interests or units, capital stock, or any other equity securities, (vi) any securities convertible into or exercisable or exchangeable for partnership interests, membership interests or units, capital stock, or any other equity securities, (vii) any other interest classified as an equity security of a person, or (viii) any restricted share unit, deferred share unit or similar right which is valued on the basis of an equity security of a person;

“ Equity Payment Amounts ” has the meaning ascribed thereto in the Arrangement Agreement;

“ Escrow Agent ” means Computershare Trust Company of Canada, in its capacity as escrow agent under the Escrow Agreement;

“ Escrow Agreement ” means the escrow agreement dated as of July 21, 2009 between Company and Escrow Agent with respect to certain securities of Company, including the Escrowed Shares;

“ Escrowed Shares ” means the Company Common Shares held by the Escrow Agent as of the Dissent Deadline pursuant to the terms of the Escrow Agreement;

“ Final Order ” means the final order of the Court in a form reasonably acceptable to Company and Acquiror, approving the Arrangement, as such order may be amended by the Court (with the consent of both Company and Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed) at any time prior to the

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Effective Time or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is reasonably acceptable to both Company and Acquiror);

“ Governmental Entity ” means any supranational, national, provincial, state, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, judicial, administrative, taxing, importing or other governmental or quasi-governmental authority;

“ Interim Order ” means the interim order of the Court in a form reasonably acceptable to Company and Acquiror, providing for, among other things, the calling and holding of the Company Meeting, as the same may be amended by the Court with the consent of Company and Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed;

“ Law ” means any supranational, national, provincial, state or local statute, law (including common law), ordinance, rule or regulation;

“ Letter of Transmittal ” means a letter of transmittal to be forwarded or made available by Company to Company Shareholders and Company Preferred Shareholders in a form acceptable to Acquiror, acting reasonably, for use by such Company Shareholders and Company Preferred Shareholders in connection with the Arrangement as contemplated herein;

“ Liens ” means mortgages, liens (statutory or otherwise), security interests, easements, encroachments, rights-of-way, rights of refusal or encumbrances of any nature whatsoever;

“ Notice of Dissent ” means a written notice provided by a registered holder of Company Common Shares (other than Escrowed Shares) to Company setting forth such Company Shareholder’s objection to the Arrangement Resolution and exercise of Dissent Rights;

“ Party ” or “ Parties ” means Acquiror, Acquiror Sub 1, Acquiror Sub 2, Acquiror Sub 3 and/or Company, as the case may be;

“ person ” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a Governmental Entity;

“ Plan of Arrangement ” means this Plan of Arrangement, and any amendments or variations thereto made in accordance with Section 6.3 of the Arrangement Agreement or Section 5.2 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of Company and Acquiror, each acting reasonably; and references to “ Article ” or “ Section ” mean the specified Article or Section of this Plan of Arrangement or the Arrangement Agreement as the context requires;

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“ Plan of Reorganization ” means the plan of compromise and reorganization under both the Companies’ Creditors Arrangement Act and Chapter 11 of the U.S. Bankruptcy Code , approved by the creditors of Company on June 22, 2009 and sanctioned by the Court on June 30, 2009, and confirmed by the U.S. Bankruptcy Court on July 2, 2009;

“ Residual Cash Amount ” means $93,000,000, less the Equity Payment Amounts;

“ Revolving Credit Agreement ” has the meaning ascribed thereto in the Arrangement Agreement;

“ Senior Notes Indenture ” has the meaning ascribed thereto in the Arrangement Agreement;

“ Share Exchange Ratio ” has the meaning ascribed thereto in the Arrangement Agreement;

“ Specified Amount ” means (i) $140,000,000 less (ii) the aggregate amount of all distributions (other than tax distributions permitted by the Arrangement Agreement) that are declared by Acquiror after January 23, 2010 and before the Effective Date with respect to the Acquiror Class A Common Stock, Acquiror Class B Common Stock and Acquiror Class C Common Stock;

“ subsidiary ” of any person shall mean any corporation or other form of legal entity (i) an amount of the outstanding voting securities of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are not such voting securities, 50% or more of the equity interests of which) is owned or controlled, directly or indirectly, by such person or by one or more of its subsidiaries or (ii) with respect to which such person or one or more of its subsidiaries is the general partner or the managing member or has similar authority;

“ Tax Act ” means the Income Tax Act (Canada);

“ Term Facility Agreement ” has the meaning ascribed thereto in the Arrangement Agreement;

“ TSX ” means the Toronto Stock Exchange; and

“ Warrant Agent ” means Computershare Trust Company of Canada.

1.2 Number and Gender

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular number include the plural and vice versa, and words importing any gender include all genders.

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1.3 Interpretation Not Affected by Headings, etc.

The division of this Plan of Arrangement into Articles, Sections and other parts and the insertion of headings are for convenience only and shall not affect the construction or interpretation of this Plan of Arrangement.

1.4 Time

Time is of the essence in this Plan of Arrangement. All times expressed herein or in any Letter of Transmittal are local time (Montreal, Canada) unless otherwise stipulated herein or therein.

1.5 Currency

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in, and all payments provided for herein shall be made in United States dollars.

1.6 Statutory References

Unless otherwise expressly provided herein, any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulations in force from time to time, and any statute or regulation that supplements or supersedes such statute or regulations.

ARTICLE 2
THE ARRANGEMENT

2.1 Effectiveness

This Plan of Arrangement is made pursuant to, and is subject to the provisions of and forms part of, the Arrangement Agreement. Subject to the terms of the Arrangement Agreement, this Plan of Arrangement will become effective at the Effective Time and will be binding from and after the Effective Time on: (i) Company; (ii) Acquiror; (iii) Amalco; (iv) Acquiror Sub 1; (v) Acquiror Sub 2; (vi) Acquiror Sub 3; (vii) all registered holders and all beneficial owners of Company Common Shares, Company Preferred Shares and Company Warrants; (viii) all registered holders and all beneficial owners of Company RSUs and Company DSUs; (ix) all holders of Rights under the Company Rights Agreement; (x) the registrar and transfer agent in respect of the Company Common Shares and the Company Preferred Shares; (xi) the Warrant Agent under the Company Indenture; (xii) the rights agent under the Company Rights Agreement; (xiii) the Escrow Agent; (xiv) beneficial owners of, or parties with a contingent right to receive, Escrowed Shares; and (xv) the Depository.

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2.2 The Arrangement

Commencing at the Effective Time, the following shall occur, and be deemed to occur, in the following order, with each step occurring immediately following the preceding step, without further act or formality:

(1) notwithstanding the terms of the Company Rights Agreement , the Company Rights Agreement shall be terminated and all rights issued pursuant to the Company Rights Agreement shall be cancelled without any payment in respect thereof;

(2) each Company Common Share in respect of which Dissent Rights have been validly exercised shall be repurchased and cancelled by Company, without any further act or formality on its part, in consideration for a debt claim against Company in an amount determined and payable in accordance with Article 3 , and the name of such holder shall be removed from the register of Company Shareholders (in respect of the Company Common Shares for which Dissent Rights have been validly exercised) ;

(3) Acquiror Sub 3 and Company shall amalgamate to form Amalco, as more fully described in Section 2.3 ;

(4) Acquiror shall issue shares of Acquiror Class A Common Stock to Acquiror Sub 1, in a number equal to the Share Exchange Ratio multiplied by the total number of Amalco Redeemable Preferred Shares, in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock;

(5) Acquiror Sub 1 shall transfer its shares of Acquiror Class A Common Stock acquired pursuant to clause (4) to Acquiror Sub 2 in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock;

(6) each Amalco Redeemable Preferred Share shall be acquired by Acquiror Sub 2 from former holders of Company Common Shares in exchange for (i) the number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio and (ii) a cash payment equal to the quotient obtained by dividing the Residual Cash Amount by the total number of Amalco Redeemable Preferred Shares;

(7) Amalco shall repay the Amalco Third Party Debt in full and Amalco U.S. Sub shall repay the Amalco U.S. Sub Third Party Debt in full;

(8) the Acquiror Dividend shall be declared;

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(9) notwithstanding the terms of the Company Indenture, Amalco shall purchase for cancellation each unexercised Company Warrant without any act or formality on its part in exchange for the applicable cash payment, if any, as required by the Company Indenture, calculated as of the Effective Date, for each Company Warrant;

(10) each outstanding Amalco Convertible Preferred Share shall be redeemed by Amalco without any act or formality on its part in exchange for a cash payment equal to the Amalco Convertible Preferred Share Redemption Price for each Amalco Convertible Preferred Share;

(11) except as provided in Section 1.2 of the Arrangement Agreement, the Company RSUs and Company DSUs granted and outstanding immediately prior to the Effective Time, without any further action on behalf of the holder thereof shall be disposed of and surrendered by the holders thereof to Amalco without any act or formality on its or their part in exchange for cash payments by Amalco calculated in accordance with the Company RSU Plan or the Company DSU Plan, as applicable ;

(12) all of the Company RSUs and Company DSUs issued and outstanding immediately prior to the Effective Time shall thereafter immediately be cancelled and the Company RSU Plan and the Company DSU Plan shall be terminated;

(13) the Amalco Redeemable Preferred Shares held by Acquiror Sub 2 shall be immediately redeemed by Amalco, without any act or formality on the part of Acquiror Sub 2 or Amalco, in exchange for the issuance of the Amalco Note to Acquiror Sub 2;

(14) the Amalco Note shall be immediately converted by Acquiror Sub 2 into Amalco Common Shares; and

(15) Amalco shall sell all of the shares of Amalco U.S. Sub and World Color Iceland ehf to Acquiror in exchange for a cash payment to be agreed between Amalco and Acquiror.

2.3 Amalgamation of Acquiror Sub 3 and Company

Pursuant to Section 2.2(3) , Acquiror Sub 3 and Company shall amalgamate and continue as Amalco under the CBCA, with the effect described below unless and until otherwise determined in the manner required by Law or this Plan of Arrangement, and the following shall apply:

Name. The name of Amalco shall be World Color Press Inc.

Registered Office. The registered office of Amalco shall be 999 Boulevard de Maisonneuve West, Suite 1100, Montreal, Québec, H3A 3L4.

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Business and Powers. There shall be no restrictions on the business that Amalco may carry on or on the powers it may exercise.

Authorized Share Capital. Amalco shall be authorized to issue an unlimited number of common shares designated as “Common Shares” (“ Amalco Common Shares ”), an unlimited number of convertible preferred shares designated as “Class A Preferred Shares” (“ Amalco Convertible Preferred Shares ”) and an unlimited number of convertible redeemable preferred shares designated as “Class B Preferred Shares” (“ Amalco Redeemable Preferred Shares ”).

Shares. Each common share of Acquiror Sub 3 shall be converted into one Amalco Common Share. Each Company Common Share shall be converted into one Amalco Redeemable Preferred Share. Each Company Preferred Share shall be converted into one Amalco Convertible Preferred Share.

Terms of Shares. The Amalco Common Shares shall have the same terms as the Company Common Shares. The Amalco Convertible Preferred Shares shall have the same terms as the Company Preferred Shares except that (i) they shall be convertible into Amalco Common Shares instead of Company Common Shares and (ii) they shall be immediately redeemable without prior notice or formality at any time and from time to time by Amalco. The Amalco Redeemable Preferred Shares shall have the terms set forth in Schedule A attached hereto.

Number of Directors. The number of directors of Amalco shall not be less than 1 and not more than 3, and otherwise as the shareholders of Amalco may from time to time determine by special resolution or, if empowered to do so by special resolution, as the directors of Amalco may from time to time determine.

Initial Directors. The initial directors of Amalco shall be identified by Acquiror prior to the Effective Time.

By-laws. The by-laws of Amalco shall be the same as the by-laws of Acquiror Sub 3.

Stated Capital. The aggregate of the stated capital of the issued and outstanding shares of Amalco shall be equal to the aggregate of the stated capital of the issued and outstanding shares of Acquiror Sub 3 and Company immediately prior to their amalgamation. For greater certainty, (i) the stated capital of the Amalco Common Shares shall be equal to the stated capital of the common shares of Acquiror Sub 3, (ii) the stated capital of the Amalco Convertible Preferred Shares shall be equal to the stated capital of the Company Preferred Shares and (iii) the stated capital of the Amalco Redeemable Preferred Shares shall be equal to the stated capital of the Company Common Shares.

Effect of Amalgamation. On the Effective Date and at the time specified in Section 2.2(3) : (i) the amalgamation of Company and Acquiror Sub 3 and their continuance as Amalco shall become effective; (ii) the property of each of Company and Acquiror Sub 3 shall continue to be the property of Amalco; (iii) Amalco shall continue to be liable for the obligations of Company and Acquiror Sub 3; (iv) all existing causes of action, claims or liabilities to prosecution with respect to Company and Acquiror Sub 3 shall be

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unaffected; (v) all civil, criminal or administrative actions or proceedings pending by or against Company or Acquiror Sub 3 may be continued to be prosecuted by or against Amalco; (vi) all convictions against, or rulings, orders or judgments in favour or against, Company or Acquiror Sub 3 may be enforced by or against Amalco; and (vii) the Articles of Arrangement shall be deemed to be the articles of incorporation of Amalco and the Certificate of Arrangement shall be deemed to be the certificate of incorporation of Amalco.

2.4 Letter of Transmittal

At the time of mailing the Company Circular or as soon as practicable thereafter, Company shall forward to each Company Shareholder, Company Preferred Shareholder, Company Warrantholder and each holder of Company RSUs and Company DSUs at the address of such holder as it appears on the registers maintained by or on behalf of Company in respect of such holders, (i) a Letter of Transmittal in the case of Company Shareholders and Company Preferred Shareholders and (ii) instructions for obtaining delivery of the Company’s payment obligations pursuant to Section 2.2(9) and Section 2.2(11) in the case of Company Warrantholders and the holders of Company RSUs and Company DSUs.

2.5 Delivery of Shares of Acquiror Class A Common Stock and Other Payments

(1) After the Effective Date, each former Company Shareholder (other than Dissenting Shareholders) shall be entitled to receive, and the Depositary shall deliver to such holder on receipt by the Depositary of a Letter of Transmittal duly completed and executed in the manner described therein and accompanied by the certificates evidencing the Amalco Redeemable Preferred Shares held by such holder (which may be evidenced by certificates evidencing the Company Common Shares previously held by such holder), (i) a certificate representing the number of shares of Acquiror Class A Common Stock such holder has the right to receive pursuant to this Plan of Arrangement, and (ii) a cash payment in accordance with Section 2.2(6) .

(2) Prior to the Effective Date, Acquiror shall deposit, on behalf of Amalco, the money required for the payment of the obligations to (i) holders of Amalco Redeemable Preferred Shares pursuant to Section 2.2(6) , (ii) Company Warrantholders pursuant to Section 2.2(9) , (iii) holders of Amalco Convertible Preferred Shares pursuant to Section 2.2(10) , and (iv) holders of Company RSUs and Company DSUs pursuant to Section 2.2(11) , for the benefit of and in trust for such holders in special accounts with the Depositary to be paid to or to the order of the respective former holders without interest. Such payment to or to the order of the aforesaid former holders of Amalco Redeemable Preferred Shares and Amalco Convertible Preferred Shares shall be made on presentation to the Depositary of the certificates representing the Company Common Shares

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(in the case of Amalco Redeemable Preferred Shares) and Company Preferred Shares (in the case of the Amalco Convertible Preferred Shares) and such other documents and instruments, if any, as Amalco and/or the Depositary may reasonably require. All such money shall be cash, denominated in United States dollars in same day funds. Such money shall not be used for any purpose except as provided in this Plan of Arrangement. As soon as practicable after the Effective Time, the Depositary shall deliver on behalf of Amalco to each holder of Amalco Redeemable Preferred Shares, Company Warrantholder, h older of Amalco Convertible Preferred Shares, holder of Company RSUs and holder of Company DSUs, as reflected on the books and records of the Company, a cheque (or, if required by applicable laws, a wire transfer) for the amount of cash such holder is entitled to receive under the Arrangement in accordance with Section 2.2(6) , Section 2.2(9) , Section 2.2(10) or Section 2.2(11) , as applicable. Thereafter, Amalco shall be fully discharged from its cash payment obligations to former holders of Amalco Redeemable Preferred Shares, Company Warrants, Amalco Convertible Preferred Shares, Company RSUs and Company DSUs in Section 2.2(6) , Section 2.2(9) , Section 2.2(10) and Section 2.2(11) , respectively, and the rights of such holders shall be limited to receiving, without interest, from the Depositary their proportionate portion of the money so deposited. Any interest on such deposit shall belong to Acquiror.

2.6 Expiration of Rights

Any certificate or certificates which immediately prior to the Effective Time represented Company Common Shares that were exchanged pursuant to this Plan of Arrangement for Amalco Redeemable Preferred Shares upon the amalgamation of Company and Acquiror Sub 3 which in turn were exchanged for shares of Acquiror Class A Common Stock in accordance with Section 2.2(3) but which have not been surrendered, together with a Letter of Transmittal, to the Depositary on or prior to the third anniversary of the Effective Date shall, subject to applicable law, cease to represent a claim or interest of any kind or nature as a securityholder of Company or Acquiror. On such date, the shares of Acquiror Class A Common Stock to which the former holder of the certificate or certificates referred to in the preceding sentence was ultimately entitled shall be deemed to have been surrendered to Acquiror, together with all entitlements to dividends, distributions and interest thereon held for such former holder. Any amounts deposited with the Depositary for the monies payable to (i) holders of Amalco Redeemable Preferred Shares pursuant to Section 2.2(6) , (ii) Company Warrantholders pursuant to Section 2.2(9) , (iii) holders of Amalco Convertible Preferred Shares pursuant to Section 2.2(10) , or (iv) holders of Company RSUs and Company DSUs pursuant to Section 2.2(11) , which remain unclaimed on the date which is three years from the Effective Date shall be forfeited to Acquiror and paid to or as directed by Acquiror and the former holders of Amalco Redeemable Preferred Shares, Company Warrantholders, holders of Amalco Convertible Preferred Shares or holders of Company RSUs and Company DSUs, as applicable, shall thereafter have no right to receive their entitlement

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to payments pursuant to Section 2.2(6) , Section 2.2(9) , Section 2.2(10) or Section 2.2(11) , as applicable.

2.7 No Fractional Shares

No fractional shares of Acquiror Class A Common Stock will be issued pursuant to this Plan of Arrangement. A fractional interest in a share of Acquiror Class A Common Stock shall be satisfied by a cash payment (without interest) determined by multiplying such fraction by an amount equal to (i) the average of the daily high and low sales prices per share of Company Common Shares on the TSX on the last trading day immediately preceding the Effective Date divided by (ii) the Share Exchange Ratio.

2.8 Transfers Free and Clear

Any transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Encumbrances.

ARTICLE 3
RIGHTS OF DISSENT

3.1 Dissent Rights

(1) Each Company Shareholder may exercise rights of dissent with respect to its Company Common Shares, other than Escrowed Shares, pursuant to and in the manner set forth in section 190 of the CBCA as modified by the Interim Order and this Section 3.1 (the “ Dissent Rights ”); provided that notwithstanding (i) Section 190(5) of the CBCA, a Notice of Dissent is received by Company by no later than 5:00 p.m. (Montreal Time) on the business day that is two business days prior to the date of the Company Meeting, or, if the Company Meeting is adjourned or postponed, 5:00 p.m. (Montreal Time) on the business day that is two business days preceding the date of such adjourned or postponed Company Meeting (the “ Dissent Deadline ”).

(2) Company Shareholders who duly and validly exercise their Dissent Rights shall be deemed to have transferred their Company Common Shares, without any further act or formality on their part, free and clear of all Encumbrances, in accordance with Section 2.2 , and such Company Shareholders who: (i) are ultimately determined to be entitled to be paid fair value for their Company Common Shares shall be entitled to a payment of cash equal to such fair value, and will not be entitled to any other payment or consideration, including shares of Acquiror Class A Common Stock had such Company Shareholders not exercised their Dissent Rights; or (ii) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Common Shares shall have participated and shall be deemed to have participated in the Arrangement,

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as at the Effective Time, on the same basis as a non-dissenting holder of Company Common Shares in accordance with Section 2.2 .

(3) In addition to any other restrictions under Section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company RSUs and Company DSUs, (ii) Company Preferred Shareholders, (iii) Company Warrantholders, (iv) the Escrow Agent or any beneficial holders of Escrowed Shares and (v) Company Shareholders who vote in favour of the Arrangement Resolution.

(4) In no case shall Company, Acquiror, Amalco, the Depository, the registrar and transfer agent in respect of the Company Common Shares or any other person be required to recognize a Dissenting Shareholder as a holder of Company Common Shares after the Effective Time and the name of each Dissenting Shareholder shall be deleted from the register of Company Shareholders as at the Effective Time as provided in Article 2 .

ARTICLE 4
CERTIFICATES

4.1 Certificates

From and after the Effective Time, until surrendered as contemplated by Section 2.5 , each certificate formerly representing Company Common Shares shall represent and be deemed, at all times after the Effective Time, to represent only the right to receive upon such surrender (i) the applicable shares of Acquiror Class A Common Stock and (ii) a cash payment in accordance with Section 2.2(6) . From and after the Effective Time, each Company Preferred Share, Company Warrant, Company RSU or Company DSU and any evidence thereof shall be deemed, at all times after the Effective Time, to represent only the right to receive the applicable payments specified in this Plan of Arrangement.

4.2 Lost Certificates

In the event that any certificate which immediately prior to the Effective Time represented one or more outstanding Company Common Shares that was sold and transferred in accordance with Section 2.2 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Depository will (i) issue and deliver to such person the shares of Acquiror Class A Common Stock that such person would have been entitled to had such share certificate not been lost, stolen or destroyed and (ii) pay such person the cash that such person would have been entitled to had such share certificate not been lost, stolen or destroyed. When authorizing such issuance and delivery of shares of Acquiror Class A Common Stock and payment of cash in exchange for any lost, stolen or destroyed certificate, the person to whom share certificates are to be issued and delivered and cash is to be paid shall, at the sole discretion of Acquiror, give a bond satisfactory to Acquiror

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in such sum as Acquiror may direct or otherwise indemnify the Depository and Acquiror in a manner satisfactory to each of them against any claim that may be made against the Depository or Acquiror with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE 5
GENERAL

5.1 Paramountcy

From and after the Effective Time (i) this Plan of Arrangement shall take precedence and priority over any and all Company Common Shares, Company Preferred Shares, Company Warrants, Company RSUs and Company DSUs issued prior to the Effective Time, (ii) the rights and obligations of the registered holders of Company Common Shares, Company Preferred Shares, Company Warrants, Company RSUs and Company DSUs, any trustee or transfer agent therefor in relation thereto, Company, Acquiror, Acquiror Sub 1, Acquiror Sub 2, Acquiror Sub 3, Amalco, the Escrow Agent, the Depository, and the Rights Agent under the Company Rights Agreement, shall be solely as provided for in this Plan of Arrangement, (iii) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Company Common Shares, Company Preferred Shares, Company Warrants, Company RSUs and Company DSUs shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein, and (iv) this Plan of Arrangement shall take precedence and priority over the Court’s orders in respect of the Plan of Reorganization and all other orders of the Court with respect to Company, the Company Common Shares, the Company Preferred Shares, the Company Warrants, the Company RSUs or the Company DSUs.

5.2 Amendment

(1) Subject to Sections 5.2(2) and (4) , Company and Acquiror reserve the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Final Order hearing, provided that any such amendment, modification and/or supplement must be contained in a written document which is (i) agreed to in writing by Company and Acquiror, (ii) filed with the Court and approved by the Court subject to such conditions as the Court may impose, and (iii) if so required by the Court, communicated to Company Shareholders if and in the manner as required by the Court.

(2) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Company at any time prior to or at the Company Meeting (provided that Acquiror shall have consented thereto in writing), with or without any prior notice or communication, and if so proposed and accepted by the persons voting at the Company Meeting (other than as

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may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(3) Any amendment, modification and/or supplement to this Plan of Arrangement that is approved by the Court following the Company Meeting shall be effective only if: (i) it is agreed to by each of Company and Acquiror (in each case acting reasonably); (ii) it is filed with the Court (other than amendments contemplated in Section 5.2(4) , which shall not require such filing), and (iii) if required by the Court, it is consented to by holders of the Company Common Shares and Company Preferred Shares voting together as a single class in the manner directed by the Court.

(4) Any amendment, modification and/or supplement to this Plan of Arrangement may be made by Acquiror unilaterally after the Effective Date without the approval of the Company Shareholders or Company provided that it concerns a matter which, in the reasonable opinion of Acquiror, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the former Company Shareholders, Company Preferred Shareholders, Company Warrantholders and holders of Company RSUs and Company DSUs.

5.3 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and be deemed to have occurred in the order set out herein, without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to implement this Plan of Arrangement and to further document or evidence any of the transactions or events set out herein.

5.4 Withholding Rights

Notwithstanding anything in the Arrangement Agreement or this Plan of Arrangement to the contrary, Company, Amalco, the Depository, Acquiror or one or more affiliates or subsidiaries of Acquiror (including, for greater certainty, Acquiror Sub 1, Acquiror Sub 2 and Acquiror Sub 3), as the case may be, shall be entitled to deduct and withhold from any amount otherwise payable pursuant to the Arrangement Agreement or this Plan of Arrangement to any Company Shareholder, Company Preferred Shareholder, Company Warrantholder, holder of Company RSUs or Company DSUs, holder of Amalco Convertible Preferred Shares, or holder of Amalco Redeemable Preferred Shares, as the case may be, such amounts as are required to be deducted and withheld with respect to the making of such payment under the Tax Act, the Code, or any provision of applicable local, state, provincial or foreign tax Law, in each case, as amended, or the administrative practice of the relevant Governmental Entity administering such Law. To the extent that amounts are so withheld, such withheld

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amounts shall be treated for all purposes of the Arrangement Agreement and this Plan of Arrangement as having been paid to the former holder of the Company Common Shares, Company Preferred Shares, Company Warrants, Company RSUs or Company DSUs, Amalco Convertible Preferred Shares, or Amalco Redeemable Preferred Shares, as the case may be, in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority within the time required and in accordance with applicable Laws.

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Schedule A - Terms for Amalco Redeemable Preferred Shares

(A) Dividends : To the extent permitted under the Act and before the participation rights of the holders of Common Shares but subject to the prior participation rights of the holders of Class A Preferred Shares, the holders of Class B Preferred Shares shall be entitled to receive dividends if, as and when declared by the Board, out of the assets and funds of the Corporation properly applicable to the payment of dividends in such amounts and payable in such manner as the Board may from time to time determine .

(B) Notice and Voting : The holders of Class B Preferred Shares shall not be entitled to receive notice of or to attend meetings of shareholders of the Corporation and shall not be entitled to vote at such meetings;

(C) Liquidation : In the event of the liquidation, dissolution or winding-up of the Corporation or other distribution of property of the Corporation among shareholders for the purpose of winding-up its affairs, the holders of Class B Preferred Shares shall be entitled to receive from the property of the Corporation a sum equivalent to the aggregate Redemption Amount (as hereinafter defined) of all the Class B Preferred Shares held by them respectively before any amount shall be paid or any property of the Corporation distributed to the holders of Common Shares but after all amounts shall be paid by the Corporation to holders of Class A Preferred Shares. After payment to the holders of Class B Preferred Shares of the amount so payable to them as above provided they shall not be entitled to share in any further distribution of the property of the Corporation;

(D) Redemption : The Corporation may , subject to the requirements of the Act, upon the giving of such notice, if any, and following of such procedures as the Board may determine from time to time redeem at any time the whole or from time to time any part of the then outstanding Class B Preferred Shares, either on a pro rata basis or otherwise, on payment of an amount for each share to be redeemed equal to (i) the fair market value of that number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio plus all declared and unpaid cash dividends thereon and (ii) the quotient obtained by dividing the Residual Cash Amount by the total number of Class B Preferred Shares on the date of redemption, the whole constituting and being hereinafter referred to as the “Redemption Amount”.

On or after the date specified for redemption, the Corporation shall pay or cause to be paid to or to the order of the registered holders of the Class B Preferred Shares to be redeemed the Redemption Amount thereof on presentation and surrender at the registered office of the Corporation or any other place designated by the Corporation in the notice of redemption of the certificates representing the Class B Preferred Shares called for redemption. In the alternative, the Corporation at its sole option may satisfy the portion of the Redemption Amount equal to the fair market value of that number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio by delivering or arranging for Acquiror or Acquiror Sub 2 to deliver to registered holders of Class B Preferred Shares for each Class B Preferred Share to be redeemed, that number of shares of Acquiror Class A Common Stock. In addition, in the event that all of the issued and outstanding Class B Preferred Shares are held by one holder, the Corporation at its sole option may satisfy the payment of the aggregate Redemption Amount for all of the issued

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and outstanding Class B Preferred Shares by issuing to the holder a promissory note in the principal amount equal to such aggregate Redemption Amount, such promissory note being convertible at the option of the holder for that number of Common Shares equal to the number of issued and outstanding Class B Preferred Shares prior to their redemption. Such Class B Preferred Shares shall thereupon be redeemed. If less than all the Class B Preferred Shares represented by any certificate are redeemed, the holder shall be entitled to receive a new certificate for that number of Class B Preferred Shares represented by the original certificate which are not redeemed. From and after the date specified for redemption, the holders of the Class B Preferred Shares called for redemption shall cease to be entitled to dividends and shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the Redemption Amount shall not be made upon presentation of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected.

(E) Conversion : The Corporation may, upon the giving of such notice, if any, and following of such procedures as the Board may determine from time to time convert at any time the whole or from time to time each Class B Preferred Share for a Common Share.

On or after the date specified for conversion, the Corporation shall issue to registered holders of the Class B Preferred Shares to be converted certificates representing the applicable number of Common Shares on presentation and surrender at the registered office of the Corporation of the certificates representing the Class B Preferred Shares being converted. If less than all of the Class B Preferred Shares represented by any certificate are converted, the holder shall be entitled to receive a new certificate for that number of Class B Preferred Shares represented by the original certificate which are not converted.

*****

“ Acquiror Class A Common Stock ” means shares of class A common stock in the capital of Quad/Graphics, Inc.;

“ Acquiror Sub 2 ” means · , a limited liability company organized and existing under the laws of Nova Scotia;

“ Arrangement Agreement ” means the arrangement agreement made as of January 25 , 2010 between Quad/Graphics, Inc. and World Color Press Inc.;

“ Equity Payment Amounts ” has the meaning ascribed thereto in the Arrangement Agreement.

“ Residual Cash Amount ” means $93,000,000, less the Equity Payment Amounts;

“ Share Exchange Ratio ” has the meaning ascribed thereto in the Arrangement Agreement.

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Annex B

[Morgan Stanley & Co. Incorporated Letterhead]

January 25, 2010

Board of Directors

World Color Press Inc.

999 de Maisonneuve West

Suite 1100

Montreal, Quebec

Canada H3A 3L4909

Members of the Board:

We understand that World Color Press Inc. (the “Company”), Quad/Graphics, Inc. (the “Acquiror”) and a wholly owned subsidiary of the Acquiror (“Acquiror Sub”), propose to enter into an Arrangement Agreement dated January 25, 2010 (the “Arrangement Agreement”), which provides, among other things, for a corporation continuing from the amalgamation of the Acquiror Sub and the Company (such continuing corporation, “AmalCo”) as part of a statutory arrangement (the “Arrangement”) under Canadian law to own substantially all of the assets of the Company. Pursuant to the Arrangement, each common share of the Company (each, a “Company Common Share”), other than Company Common Shares owned, directly or indirectly, by the Company, or with respect to which dissenters rights have been properly exercised and not withdrawn, will be converted into the right to receive (i) a security issued by AmalCo that is mandatorily redeemable for an amount of a share of Class A Common Stock, par value $0.025 per share, of the Acquiror (the “Acquiror Common Stock”) determined pursuant to the formulas set forth in the Arrangement Agreement (including an adjustment in certain circumstances based on the formula set forth in the Arrangement Agreement) (the “Class A Common Stock Consideration”) and (ii) an amount of cash equal to the quotient of (a) the amount of cash (the “Cash Consideration”), if any, by which $93,333,333 exceeds the amount of cash paid and obligated to be paid to the holders of (x) Company Class A Convertible Preferred Shares outstanding immediately prior to the Effective Time, (y) Series I and Series II warrants outstanding immediately prior to the Effective Time, pursuant to the Company’s Warrant Indenture dated July 21, 2009 and (z) units of the Company’s Amended and Restated Deferred Share Unit Plan and the Company’s Restricted Share Unit Plan outstanding immediately prior to the Effective Time, pursuant to the terms of such plans, divided by (b) the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time. The Class A Common Stock Consideration and the Cash Consideration are together referred to as the “Transaction Consideration.” The terms and conditions of the Arrangement are more fully set forth in the Arrangement Agreement.

You have asked for our opinion as to whether the Transaction Consideration to be received by the holders of Company Common Shares pursuant to the Arrangement Agreement is fair from a financial point of view to the holders of Company Common Shares.

For purposes of the opinion set forth herein, we have:

1) Reviewed certain publicly available financial statements and other business and financial information of the Company;

2) Reviewed certain financial statements and other business, operating and financial information of the Company and the Acquiror;

3) Reviewed certain financial projections prepared by the managements of the Company and the Acquiror, respectively;

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4) Reviewed information relating to certain strategic, financial and operational benefits anticipated from the Arrangement, prepared by the managements of the Company and the Acquiror, respectively;

5) Discussed the past and current operations and financial condition and the prospects of the Company, including information relating to certain strategic, financial and operational benefits anticipated from the Arrangement, with management of the Company;

6) Discussed the past and current operations and financial condition and the prospects of the Acquiror, including information relating to certain strategic, financial and operational benefits anticipated from the Arrangement, with management of the Acquiror;

7) Reviewed the pro forma impact of the Arrangement on the Acquiror’s earnings per share, cash flow, consolidated capitalization and financial ratios;

8) Reviewed the reported prices and trading activity for the Company Common Shares;

9) Compared the financial performance of the Company and the Acquiror and the prices and trading activity of the Company Common Shares with that of certain publicly-traded companies comparable with the Company and the Acquiror, respectively, and their securities;

10) Reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

11) Participated in certain discussions and negotiations among representatives of the Company and the Acquiror and their financial and legal advisors;

12) Reviewed the Arrangement Agreement, the draft commitment letter from certain lenders dated January 25, 2010 (together with the associated fee letter, the “Commitment Letter”), and certain related documents; and

13) Performed such other analyses and considered such other factors as we have deemed appropriate.

We have assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to us by the Company and the Acquiror, and formed a substantial basis for this opinion. With respect to the financial projections, including information relating to certain strategic, financial and operational benefits anticipated from the Arrangement, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of the Company and the Acquiror of the future financial performance of the Company and the Acquiror. In addition, we have assumed that the Arrangement will be completed in accordance with the terms set forth in the Arrangement Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the Acquiror will obtain financing in accordance with the terms set forth in the Commitment Letter. Morgan Stanley has assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Arrangement, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Arrangement. We are not legal, tax or regulatory advisors. We are financial advisors only and have relied upon, without independent verification, the assessment of the Acquiror and the Company and their legal, tax, regulatory advisors with respect to legal, tax and regulatory matters. We express no opinion with respect to the fairness of the amount or nature of the compensation to be received by any of the Company’s officers, directors or employees or any class of such persons, relative to the consideration to be received by the holders of Company Common Shares in the transaction. We have not made any independent valuation or appraisal of the assets or liabilities of the Company, nor have we been furnished with any such appraisals. Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion.

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In arriving at our opinion, we were not authorized to solicit, and did not solicit, interest from any party with respect to an acquisition, business combination or other extraordinary transaction, involving the Company. Our opinion does not address the relative merits of the Arrangement as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley also expresses no opinion as to the relative fairness of any portion of the consideration to holders of any series of preferred stock, warrants, stock units or other equity interests of the Company.

We have acted as financial advisor to the Board of Directors of the Company in connection with this transaction and will receive a fee for our services, all of which is contingent upon the completion of the Arrangement. In the past two years, p rior to the Company’s emergence from bankruptcy, we provided debtor-in-possession financing to the Company and received fees in connection therewith. Morgan Stanley may also seek to provide financial advisory and financing services to the Acquiror in the future and expects to receive fees for the rendering of these services.

Please note that Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Our securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of the Acquiror, the Company, or any other company, or any currency or commodity, that may be involved in this transaction, or any related derivative instrument.

This opinion has been approved by a committee of Morgan Stanley investment banking and other professionals in accordance with our customary practice. This opinion is for the Board of Directors of the Company in connection with its evaluation of the Arrangement and may not be used for any other purpose without our prior written consent, except that a copy of this opinion may be included in its entirety in any filing the Company is required to make with any Canadian or United States securities regulatory agency in connection with this transaction. In addition, this opinion does not in any manner address the prices at which shares of Acquiror Common Stock will trade at any time and Morgan Stanley expresses no opinion or recommendation as to how the shareholders of the Company should vote at the shareholders’ meeting to be held in connection with the Arrangement.

Based on and subject to the foregoing, we are of the opinion on the date hereof that the Transaction Consideration to be received by the holders of Company Common Shares pursuant to the Arrangement Agreement is fair from a financial point of view to the holders of Company Common Shares.

	Very truly yours,

	MORGAN STANLEY & CO. INCORPORATED


	By:	/s/ William H. Strong

		William H. Strong Managing Director Vice Chairman Investment Banking

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Annex C

AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
QUAD/GRAPHICS, INC.

Effective , 2010

These Amended and Restated Articles of Incorporation duly adopted pursuant to the authority and provisions of Chapter 180 of the Wisconsin Statues supersede and take the place of the heretofore existing Restated Articles of Incorporation and all amendments thereto.

ARTICLE I

The name of the corporation is Quad/Graphics, Inc.

ARTICLE II

The purposes for which the corporation is organized are to engage in any lawful activity within the purposes for which corporations may be organized under the Wisconsin Business Corporation Law.

ARTICLE III

The aggregate number of shares which the corporation shall have the authority to issue is one hundred eighty million five hundred thousand (180,500,000) shares, divided into four (4) classes consisting of:

(a) eighty million (80,000,000) shares designated as “Class A Common Stock,” with a par value of Two and One-Half Cents ($.025) per share;

(b) eighty million (80,000,000) shares designated as “Class B Common Stock,” with a par value of Two and One-Half Cents ($.025) per share;

(c) twenty million (20,000,000) shares designated as “Class C Common Stock,” with a par value of Two and One-Half Cents ($.025) per share; and

(d) five hundred thousand (500,000) shares designated as “Preferred Stock,” with a par value of One Cent ($.01) per share.

The Class A Common Stock, the Class B Common Stock and the Class C Common Stock are hereinafter sometimes referred to collectively as the “Common Stock”. Any and all such shares of Common Stock and Preferred Stock may be issued for such consideration, not less than the par value thereof, as shall be fixed from time to time by the Board of Directors. Any and all such shares so issued, the full consideration for which has been paid, shall be deemed fully paid stock and shall not be liable to any further call or assessment thereon, and the holders of such shares shall not be liable for any further payments except as otherwise provided by applicable law of the State of Wisconsin or any other state in which the corporation holds a

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certificate of authority to do business. The relative rights, preferences and limitations of each class shall be as follows:

(A) Common Stock

Except as provided in this Article III, the Class A Common Stock, the Class B Common Stock and the Class C Common Stock shall have the same rights and privileges and shall rank equally, share ratably and be identical in all respects as to all matters, including the following: if there should be any distribution of property, merger, consolidation, purchase or acquisition of property or stock, asset transfer, division, share exchange, recapitalization or reorganization of the corporation, the holders of the Class A Common Stock, the holders of Class B Common Stock and the holders of Class C Common Stock shall receive the property, shares of stock, other securities or rights or other assets as would be issuable or payable upon such distribution, merger, consolidation, purchase or acquisition of such property or stock, asset transfer, division, share exchange, recapitalization or reorganization in proportion to the number of shares held by them, respectively, without regard to class.

(1) Dividends, Combinations and Subdivisions

(a) The holders of the Class A Common Stock, the Class B Common Stock and the Class C Common Stock shall be entitled to receive, when and as declared by the Board of Directors, such dividends, including share distributions (as defined in subparagraph (A)(l)(b)), as may be declared from time to time by the Board of Directors subject to any limitations of applicable law of the State of Wisconsin and to the rights of the holders of the Preferred Stock, and provided that dividends are paid pro rata to the holders of all classes of Common Stock and provided further that, in the event of a share distribution, such pro rata distribution shall be made in accordance with subparagraph (A)(l)(b).

(b) If at any time a distribution is to be paid in Class A Common Stock, Class B Common Stock or Class C Common Stock (a “share distribution”), such share distribution may be declared and distributed only as follows:

(i) Shares of one class of Common Stock (the “first class”) may be distributed on shares of that class, provided that there is declared and paid a simultaneous distribution of shares of the other classes of Common Stock (the “second and third classes”) to the respective holders of the second and third classes, where such simultaneous distribution shall consist of a number of shares of the respective second and third classes equal on a per share basis to the number of shares of the first class which are distributed to holders of the first class.

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(ii) Notwithstanding subsection (l)(b)(i) of Section A of this Article III and subject to any limitations of the law of the State of Wisconsin or as set forth herein, shares of the first class may be distributed on shares of the second and third classes, provided that there is declared and paid a simultaneous distribution of shares of the first class to holders of shares of the first class, which simultaneous distribution shall consist of a number of shares of the first class equal on a per share basis to the number of shares of the first class which are distributed to holders of the second and third classes. In no event shall shares of Class C Common Stock be distributed to holders that do not satisfy the ownership requirements set forth in subparagraph (A)(4)(c) of this Article III pertaining to qualified employee benefit plans.

(c) The corporation shall not combine or subdivide shares of the first class without making a simultaneous combination or subdivision of shares of the second and third classes which is equal on a per share basis to the combination or subdivision of the shares of the first class.

(2) Voting

Voting power shall be divided between the Class A Common Stock, Class B Common Stock and Class C Common Stock as follows:

(a) Except as provided in subparagraph (A)(2)(b) of this Article III, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock shall in all matters vote together as a single class subject to any voting rights which may be granted to holders of Preferred Stock, provided that the holders of Class A Common Stock shall have one vote per share, the holders of Class B Common Stock shall have ten votes per share and the holders of Class C Common Stock shall have ten votes per share.

(b) The holders of Class A Common Stock, the holders of Class B Common Stock and the holders of Class C Common Stock shall be entitled to vote as separate classes on such other matters as may be required by the law of the State of Wisconsin to be submitted to such holders voting as separate classes.

(c) Notwithstanding anything in this subparagraph (A)(2) to the contrary but subject to any voting rights which may be granted to holders of Preferred Stock, the holders of any class of Common Stock shall have exclusive voting power on all matters at any time when no other classes of Common Stock are issued and outstanding.

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(3) Conversion

(a) Voluntary Conversion . Each holder of Class B Common Stock and Class C Common Stock may at any time or from time to time, in such holder’s sole discretion and at such holder’s option, convert any whole number of shares of or all of such holder’s Class B Common Stock or Class C Common Stock into fully paid and nonassessable Class A Common Stock at the rate (subject to adjustment as hereinafter provided) of one (1) share of Class A Common Stock for each share of Class B Common Stock or Class C Common Stock surrendered for conversion. Any such conversion may be effected by any holder of Class B Common Stock or Class C Common Stock surrendering such holder’s certificate or certificates for the Class B Common Stock or Class C Common Stock to be converted, duly endorsed, at the office of the corporation or any transfer agent for the Class B Common Stock or Class C Common Stock, together with a written notice to the corporation at such office that such holder elects to convert all or a specified number of shares of Class B Common Stock or Class C Common Stock and stating the name or names in which such holder desires the certificate or certificates for such Class A Common Stock to be issued. Promptly thereafter, the corporation shall issue and deliver to such holder or such holder’s nominee or nominees, a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid (or, in the event ownership is recorded in “book entry” form, a share statement reflecting ownership of such shares). Such conversion shall be deemed to have been made at the close of business at the date of such surrender, and the person or persons entitled to receive the Class A Common Stock issuable on such conversion shall be treated for all purposes as the recordholder or holders or such Class A Common Stock on that date. The issuance of certificates, if any, for shares of Class A Common Stock upon conversion of shares of Class B Common Stock or Class C Common Stock shall be made without charge for any stamp or other similar tax in respect of such issuance. However, if any such certificate or “book entry” entry is to be issued or made, as applicable, in a name other than that of the holder of the share or shares of Class B Common Stock or Class C Common Stock converted, the person or persons requesting the issuance thereof shall pay to the corporation the amount of any tax which may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the corporation that such tax has been paid.

(b) Adjustment of Conversion Ratio; No Fractional Shares . In the event that, prior to the conversion of all shares of Class B Common Stock or Class C Common Stock into Class A Common Stock, any one class of Common Stock is changed into, exchanged for or reclassified into a different number of shares of outstanding securities of the corporation, or any other corporation or entity, without such action being taken on a proportionate

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basis with respect to the other classes of Common Stock, whether such change, exchange or reclassification occurs through a reorganization, recapitalization, stock dividend, stock split, combination of shares, merger, consolidation or otherwise, then the conversion rate specified above and in clause (A)(4)(b)(iii) of this Article III shall be appropriately and equitably adjusted by the Board of Directors to reflect such action.

No fraction of a share of Class A Common Stock shall be issued on conversion of any Class B Common Stock or Class C Common Stock, but, in lieu thereof, the corporation shall pay in cash therefor the pro rata fair market value of any such fraction. Such fair market value shall be based, (i) in the case of securities traded on a national securities exchange, on the last sale price for such securities on the business day next prior to the date such fair market value is to be determined (or, in the event no sale is made on that day, on the last preceding date on which a sale was made on such exchange) or (ii) in the case of securities that are not traded on a national securities exchange, but that are traded in an over-the-counter market, on the last sales price for such securities on the business day next prior to the date such fair market value is to be determined (or, in the event no sale is made on that day, the average of the closing bid and asked prices for that day on the principal over-the-counter-market on which Class A Common Stock is traded) or (iii) in the event there is no public trading market for such securities, the fair market value on that day determined by a qualified independent appraisal expert in evaluating securities and appointed by the Board of Directors of the corporation. Any such determination of fair market value shall be final and binding on the corporation and each holder of Class A Common Stock, Class B Common Stock or Class C Common Stock.

(4) Restrictions on Ownership or Transfer

(a) Definitions . For purposes of this paragraph (A)(4), the following definitions shall apply:

(i) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(ii) “Family Group” shall mean (1) Betty E. Quadracci, (2) the issue (within the meaning of Section 851.13 of the Wisconsin Statutes) of Betty E. Quadracci, (3) a spouse of an issue of Betty E. Quadracci, 4) a widow or widower of an issue of Betty E. Quadracci, (5) the estate of any individual described in (1)—(4), (6) any trust created by will or inter-vivos for so long as the sole current beneficiaries of such trust are one or more individuals described in (1)-(4), (7) any entity for so long as such entity is wholly owned and controlled by any one or more individuals

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described in (1)-(4), (8) any entity described in Section 4947(a)(1) or (2) of the Code and (9) any entity to which contributions would be deductible under Sections 2522 or 2055 of the Code.

(iii) “Purchase Price” shall mean, per share of Class B Common Stock on a particular date, the last sales price of a share of the Class A Common Stock on such date on the national securities exchange on which the Class A Common Stock is then traded, or if no sales of Class A Common Stock occur on the date in question, on the last preceding date on which there was a sale on such exchange. If the Class A Common Stock is not listed on a national securities exchange, but are traded in an over-the-counter market, the Purchase Price shall mean the last sales price (or, if there is no last sales price reported, the average of the closing bid and asked prices) of a share of Class A Common Stock on such date, or on the last preceding date on which there was a sale of shares of Class A Common Stock on that market, will be used. If the Class A Common Stock is neither listed on a national securities exchange nor traded in an over-the-counter market, “Purchase Price shall mean the price most recently determined by a qualified independent appraisal expert in evaluating securities selected by the Board of Directors of the corporation to appraise the respective values of Class A Common Stock, Class B Common Stock and Class C Common Stock. If no independent appraisal has been done for the class of Common Stock in question within one (1) year prior to the date in question, then the Purchase Price shall be determined by agreement of the parties, failing which the parties shall submit the matter of valuation of the shares to an independent appraiser mutually agreed upon whose fees shall be shared equally by the corporation and the shareholder, and the decision of such appraiser shall be final and binding on all parties.

(iv) “Transfer” shall mean any direct or indirect sale, gift, assignment or other transfer of any ownership or voting interest in any share of Common Stock, including, without limitation:

(1) any sale, contract to sell, sale by the holder of any option or contract to purchase, purchase of any option or contract to sell, grant of any option, right or warrant to purchase, loan or other direct or indirect transfer or disposal of: (a) any shares of Class B Common Stock or Class C Common Stock; (b) any securities convertible into or exercisable or exchangeable for shares of Class B Common Stock or Class C Common Stock; or (c) any shares of Class A Common Stock into which the shares of Class B Common Stock or Class C Common Stock are convertible; or

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(2) entry into any swap or other arrangement (including contracting to sell, selling, transferring, granting any kind of option to purchase, making any short sale or otherwise disposing of any shares) that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of any class of Common Stock.

Notwithstanding the foregoing, “Transfer” shall not include

(3) the classification of a share as marital property or community property under applicable state laws (so long as the transferor holder of shares in whose name the share is recorded on the records of the corporation retains sole and exclusive rights of management and control over the share), or a subsequent reassignment of the transferee spouse’s marital or community interest back to the transferor holder;

(4) any pledges; provided, however, unless and until a holder shall have notified the corporation in writing of such pledge, the corporation shall not be bound to recognize the interest of any pledgee in such share, and provided further that the pledgee shall acquire no rights in such share greater than the rights of the pledgor therein. No sale or other Transfer of a share pledged by a holder, upon foreclosure or other enforcement of such pledge, shall be valid or effective unless at least five days’ advance notice of such sale or other Transfer shall have been given in writing to the corporation. The occurrence of such foreclosure sale or other Transfer pursuant to due notice to the corporation shall be subject to purchase under the option provided in subparagraph (A)(4)(b)(ii) of this Article III. If such share shall be purchased by the corporation pursuant to such subparagraph, then the Purchase Price shall be paid over to the pledgor, the pledgee and/or the foreclosure purchaser as their respective interests may appear;

(5) any conversion of any shares of Class B Common Stock or Class C Common Stock into Class A Common Stock in accordance with the provisions of these Amended and Restated Articles of Incorporation;

(6) the exchange or conversion of shares of Common Stock pursuant to any transaction consummated pursuant to the Wisconsin Business Corporation Law (or other then applicable state business corporation law) that is approved by the shareholders of the corporation; or

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(7) the giving of a revocable proxy or consent in response to a public proxy or consent solicitation pursuant to, and in accordance with, the applicable rules and regulations under the Securities Exchange Act of 1934, as amended.

(b) Class B Common Stock . Shares of Class B Common Stock of the corporation may not be sold or otherwise Transferred except in accordance with the provisions of this subparagraph (A)(4)(b).

(i) Certain Voluntary Transfers . Shares of Class B Common Stock may be Transferred by any holder to the corporation or to a member of the Family Group during lifetime or at death.

(ii) Certain Involuntary Transfers . Whenever a shareholder of Class B Common Stock has any notice or knowledge of any attempted, impending or consummated foreclosure sale or other involuntary Transfer of any of his, her or its Class B Common Stock (except for Transfers resulting from the death of a shareholder), whether by court order or otherwise, he, she or it shall give immediate written notice thereof to the corporation. Whenever the corporation has any other notice or knowledge of any such attempted, impending or consummated foreclosure sale or other involuntary Transfer, it shall give written notice thereof to the shareholder. In either case, the shareholder agrees to disclose forthwith to the corporation all pertinent information in his, her or its possession relating thereto. For a period of fifteen (15) days after the receipt by the corporation or the giving by the corporation of such notice, the corporation shall have the right (the “Option”) to elect to purchase all or any portion of such Class B Common Stock at the Purchase Price as of the date of such notice, and shall signify its acceptance by written notice to that effect to the shareholder or recordholder. Failing such notice, or to the extent that the notice shall specify for purchase less than the entire number of shares of such Class B Common Stock, the Option shall lapse. If there are any shares of Class B Common Stock not purchased by the corporation pursuant to the Option, the unpurchased shares of Class B Common Stock shall be automatically converted pursuant to clause (A)(4)(b)(iii).

(iii) Automatic Conversion . Upon any Transfer in violation of this subparagraph (A)(4)(b), each share of Class B Common Stock so Transferred shall be and be deemed to be, without further deed or act on the part of any holder or transferee, immediately and automatically converted into fully paid and nonassessable Class A Common Stock at the rate (subject to adjustment as provided above) of one (1) share of Class A Common Stock for each share of Class B Common Stock, and stock certificates, if any, formerly

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representing outstanding shares of Class B Common Stock shall thereupon and thereafter be deemed to represent a like number of shares of Class A Common Stock.

(iv) Legend . Any certificate for shares of Class B Common Stock shall bear a conspicuous legend on its face reading as follows:

“The shares of Common Stock represented by this certificate may not be Transferred (as such term is defined in the Amended and Restated Articles of Incorporation of this corporation and which term includes, without limitation, the entering into of a swap or short sale or other arrangement that transfers any of the economic consequences of ownership of the shares) to any person who does not meet the qualifications and requirements set forth in subparagraph (A)(4)(b) of Article III of the Amended and Restated Articles of Incorporation of this corporation, and no such person who receives the shares represented by this certificate in connection with a Transfer is entitled to own or to be registered as the record holder of the shares of Common Stock represented by this certificate. Each holder of this certificate, by accepting the certificate, accepts and agrees to all of the foregoing.”

In the case of uncertificated shares, an appropriate notice containing the applicable Transfer restrictions shall be sent to the holder thereof and noted in the corporation’s stock transfer records.

(c) Class C Common Stock . Shares of Class C Common Stock may not be owned, sold, pledged, encumbered or otherwise Transferred or disposed of except in accordance with the provisions of this subparagraph (A)(4)(c).

(i) Ownership . Shares of Class C Common Stock shall be owned only by (1) the Quad/Graphics, Inc. Tax Credit Stock Ownership Plan or any successor thereto which otherwise meets the requirements of the following clause (2); and (2) any other employee benefit plan as defined in Section (3) of the Employee Retirement Income Security Act of 1974, as amended, which is intended to satisfy the qualification requirements of Section 401 of the Internal Revenue Code of 1986, as amended.

(ii) Repurchase Rights . Each holder of Class C Common Stock shall have the continuous right to have the Class C Common Stock held by such holder repurchased by the corporation for cash or its equivalent at the Purchase Price. A holder of Class C Common Stock desiring to exercise the repurchase rights hereunder shall first give written notice thereof to the secretary of the corporation stating (1) the holder’s intent to exercise the repurchase rights; (2)

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the number of shares to be repurchased by the corporation; and (3) the date of the proposed repurchase (which shall not be less than ninety (90) days after receipt of such written notice by the corporation). Such written notice shall be accompanied by the certificate or certificates representing the Class C Common Stock to be repurchased, duly endorsed, together with executed stock transfer instruments sufficient to effect the repurchase of said Class C Common Stock.

(iii) Repayment in the Event a Repurchase Limitation Applies . In the event the corporation is unable to pay the full amount of the Purchase Price for all shares tendered because of limitations imposed by the Wisconsin Statutes or by any loan or similar agreement to which it is party, then the corporation shall promptly pay the maximum amount which may be used for the repurchase of the Class C Common Stock under the most restrictive of the applicable limitations upon such repurchase, applying such payments pro rata in the event of more than one tendering holder. Certificates representing all shares which remain unpurchased shall be returned to the holders thereof as soon as practicable thereafter, and the holders shall be entitled thereafter to again exercise their rights of repurchase.

(iv) Legend . Any certificate for shares of Class C Common Stock shall bear a conspicuous legend on its face reading as follows:

“The shares of Common Stock represented by this certificate may not be Transferred (as such term is defined in the Amended and Restated Articles of Incorporation of this corporation and which term includes, without limitation, the entering into of a swap or short sale or other arrangement that transfers any of the economic consequences of ownership of the shares) to any person who does not meet the qualifications and requirements set forth in subparagraph (A)(4)(c) of Article III of the Amended and Restated Articles of Incorporation of this corporation, and no such person who receives the shares represented by this certificate in connection with a Transfer is entitled to own or to be registered as the record holder of the shares of Common Stock represented by this certificate. Each holder of this certificate, by accepting the certificate, accepts and agrees to all of the foregoing.”

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(B) Preferred Stock

(1) The Board of Directors is authorized, subject to limitations prescribed by the laws of the State of Wisconsin and the provisions of this Section (B) of Article III, to provide for the issuance of Preferred Stock from time to time in one or more series with such distinctive serial designations as may be stated or expressed herein or in the resolution or resolutions providing for the issue of such shares adopted from time to time by the Board of Directors, to establish or change the number of shares to be included in each such series and to fix the designation, relative rights, preferences and limitations of the shares of each such series. The authority of the Board of Directors of the corporation with respect to each series shall include, but not be limited to, determination of the following:

(a) The number of shares constituting that series and the distinctive designations of that series;

(b) The dividend rate or rates on the shares of that series and/or the method of determining such rate or rates and the timing of dividend payments on the shares of such series;

(d) Whether the shares of that series shall be convertible into shares of stock of any other series, and, if so, the terms and conditions of such conversion, including the price or prices and the rate or rates of conversion and the terms of adjustment thereof;

(e) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(f) The rights of the shares of that series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation;

(g) The obligation, if any, of the corporation to retire shares of that series pursuant to a sinking fund; and

(h) Any other relative rights, preferences and limitations of that series.

Except as to the particulars set forth above which may be fixed by the Board of Directors in its discretion and which may vary between different series, all shares of Preferred Stock shall be of equal rank and shall be identical. The shares of each series shall be identical in all respects to all other shares of the same series.

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(2) To the extent permitted by law, any shares of the Preferred Stock retired by purchase, redemption, through conversion or through the operation of any sinking fund account for the purchase or redemption of shares, shall thereafter have the status of authorized but unissued shares of the Preferred Stock, and may thereafter be reissued as part of the same series or may be reclassified and reissued by the Beard of Directors in the same manner as any other authorized but unissued shares of the Preferred Stock.

(3) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, the holders of shares of each series of Preferred Stock shall be entitled to receive out of the assets of the corporation in money or money’s worth the preferential amount, if any, specified in the particular series for each share at the time outstanding together with all accrued but unpaid dividends thereon, before any of such assets shall be paid or distributed to holders of the Common Stock. The holders of the Preferred Stock shall have no rights to participate with the holders of the Common Stock in the assets of the corporation available for distribution to shareholders in excess of the preferential amount, if any, fixed for such Preferred Stock. The consolidation or merger of the corporation with or into any other corporation or corporations or the merger of any other corporation or corporations into the corporation, pursuant to the laws of Wisconsin and of any other applicable state, shall not be deemed a liquidation, dissolution or winding up of the affairs of the corporation within the meaning of the foregoing provisions of this paragraph.

(4) Preferred Stock shall be entitled to only such voting rights as are fixed by the Board of Directors pursuant to paragraph (B)(l)(c) of this Article III.

Except as may be granted in a written agreement with the corporation, no holder of any stock of the corporation shall have any preemptive or preferential rights or other subscription rights nor be entitled as of right to purchase or subscribe for any part of the unissued stock of the corporation or of any additional stock issued by reason of any increase of authorized capital stock of the corporation or other securities whether or not convertible into stock of this corporation.

(D) Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, after there shall have been paid to or set aside for the holders of Preferred Stock the full preferential amounts, if any, to which they are entitled, the holders of outstanding shares of the Common Stock shall be entitled to receive pro rata, according to the number of shares held by each, the remaining assets of the corporation available for distribution.

(E) Reserved Shares

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The corporation shall at all times reserve and keep available, solely for the purpose of issuance upon conversion of shares of Class B Common Stock and Class C Common Stock, such number of shares of Class A Common Stock as shall be issuable upon the conversion of all of such then outstanding shares of Class B Common Stock and Class C Common Stock; provided, however, that nothing contained herein shall be construed to preclude the corporation from satisfying its obligations in respect of the conversion of the outstanding shares of Class B Common Stock and Class C Common Stock by delivering purchased shares of Class A Common Stock that are then being held as treasury stock. If any shares of Class A Common Stock required to be reserved for purposes of conversion hereunder require registration with or approval of any governmental authority under any Federal or state securities law before being issued upon conversion, the corporation will use its best efforts to cause such shares to be duly registered or approved, as the case may be. The corporation will endeavor to list the shares of Class A Common Stock required to be delivered upon conversion prior to such delivery upon each national securities exchange, if any, upon which the outstanding Class A Common Stock is then listed at the time of such delivery.

(F) No Liability

In connection with any Transfer or conversion of any shares of any class of Common Stock pursuant to or as permitted by the provisions of this Article III, or in connection with the making of any determination referred to in this Article III, neither the corporation nor any director, officer, employee or agent of the corporation shall be liable in any manner for any action taken or omitted in good faith.

ARTICLE IV

The registered office of the corporation is located in Waukesha County, Wisconsin and the address of such registered office is N63 W23075 State Hwy. 74, Sussex, WI 53089, and the name of its registered agent at such address is Andrew R. Schiesl.

ARTICLE V

(A) General Powers, Number, Classification and Tenure of Directors

The general powers, number, classification, tenure and qualifications of the directors of the corporation shall be as set forth in Sections 3.01 and 3.02 of Article III of the Bylaws of the corporation (and as such Sections shall exist from time to time). Such Sections 3.01 and 3.02 of Article III of the By-Laws, or any provision thereof, may only be amended, altered, changed or repealed by the affirmative vote of shareholders holding at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the then outstanding shares of all classes of stock of the corporation generally possessing voting rights in the election of directors, considered for this purpose as a single class; provided, however, that the Board of Directors, by resolution adopted by the Requisite Vote (as hereinafter defined), may amend, alter, change or repeal Sections 3.01 and 3.02 of Article III of the Bylaws, or any provision thereof, without a vote of the shareholders. As used

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herein, the term “Requisite Vote” shall mean the affirmative vote of at least two-thirds of the directors then in office plus one director, but in no case more than all of the directors then in office.

(B) Removal of Directors

Any director may be removed from office, but only for Cause (as hereinafter defined) by the affirmative vote of holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the then outstanding shares of stock of the voting group of shareholders that elected the director to be removed; provided, however, that if the Board of Directors by resolution adopted by the Requisite Vote shall have recommended removal of a director, then the shareholders may remove such director from office without Cause by a majority vote of such outstanding shares. As used herein, “Cause” shall exist only if the director whose removal is proposed (i) has been convicted of a felony by a court of competent jurisdiction and such conviction is no longer subject to direct appeal or (ii) has been adjudged by a court of competent jurisdiction to be liable for willful misconduct in the performance of his or her duties to the corporation in a matter which has a material adverse effect on the business of the corporation and such adjudication is no longer subject to direct appeal.

Any vacancy occurring in the Board of Directors, including a vacancy created by the removal of a director or an increase in the number of directors, shall be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum of the Board of Directors; provided, however, that if the vacant office was held by a director elected by a voting group of shareholders, only the remaining directors elected by that voting group shall fill the vacancy. For purposes of this Article V, a director elected by directors to fill a vacant office pursuant to this Section (C) shall be deemed to be a director elected by the same voting group of shareholders that elected the director(s) who voted to fill the vacancy. Any director elected pursuant to this Section (C) shall serve until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified.

(D) Preferred Stock Voting for Directors

Notwithstanding the foregoing or any provisions of the corporation’s Bylaws, whenever the holders of outstanding shares of one or more series of Preferred Stock are entitled to elect a director or directors of the corporation separately as a series or together with one or more other series pursuant to a resolution of the Board of Directors providing for the establishment of such series, the election, term of office, removal and filling of vacancies in respect of such director or directors shall be governed by the resolution of the Board of Directors so providing for the establishment of such series and by applicable law.

(E) Amendments

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Notwithstanding any other provisions of these Amended and Restated Articles of Incorporation (and notwithstanding the fact that a lesser affirmative vote may be specified by law), the affirmative vote of shareholders possessing at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the then outstanding shares of all classes of stock of the corporation generally possessing voting rights in elections of directors, considered for this purpose as one class, shall be required to amend, alter, change or repeal, or adopt any provision inconsistent with, the provisions of this Article V.

ARTICLE VI

As contemplated by Section 180.1706 of the Wisconsin Statutes, prior to January 1, 1991, the corporation expressly elected majority affirmative voting requirements, in place of two-thirds affirmative voting requirements, on all of the subjects covered by the sections set forth in former Section 180.25(2)(a) of the Wisconsin Business Corporation Law.

ARTICLE VII

The Bylaws of the corporation may limit the authority of the shareholders of the corporation to call a special meeting of shareholders to the fullest extent permitted by the Wisconsin Business Corporation Law.

ARTICLE VIII

These Amended and Restated Articles of Incorporation may be amended solely as authorized herein and by law at the time of amendment.

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Annex D

AMENDED BYLAWS

QUAD/GRAPHICS, INC.

(a Wisconsin corporation)

Effective / /10

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ARTICLE I. OFFICES

1.01 Principal and Business Offices . The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.

1.02 Registered Office . The registered office of the corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent. The business office of the registered agent of the corporation shall be identical to such registered office.

ARTICLE II. SHAREHOLDERS

2.01 Annual Meeting . The annual meeting of the shareholders (the “Annual Meeting”) shall be held at such time and on such date as may be fixed by or under the authority of the Board of Directors. In fixing a meeting date for any Annual Meeting, the Board of Directors may consider such factors as it deems relevant within the good faith exercise of its business judgment. At each Annual Meeting, the shareholders shall elect that number of directors equal to the number of directors in the class whose term expires at the time of such meeting. At any such Annual Meeting, only other business properly brought before the meeting in accordance with Section 2.14 of these bylaws may be transacted. If the election of directors shall not be held on the date fixed as herein provided for any Annual Meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of shareholders (a “Special Meeting”) as soon thereafter as is practicable.

2.02 Special Meetings .

(a) A Special Meeting may be called only by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President and shall be called by the corporation upon the demand, in accordance with this Section 2.02, of the holders of record of shares representing at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the Special Meeting.

(b) In order that the corporation may determine the shareholders entitled to demand a Special Meeting, the Board of Directors may fix a record date to determine the shareholders entitled to make such a demand (the “Demand Record Date”). The Demand Record Date shall not precede the date upon which the resolution fixing the Demand Record Date is adopted by the Board of Directors and shall not be more than ten (10) days after the date upon which the resolution fixing the Demand Record Date is adopted by the Board of Directors. Any shareholder of record seeking to have shareholders demand a Special Meeting shall, by sending written notice to the Secretary of the corporation by hand or by certified or registered mail, return receipt requested, request the Board of Directors to fix a Demand Record Date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which a valid request to fix a Demand Record Date is received, adopt a resolution fixing the Demand Record Date and shall make a public announcement of such Demand Record Date. If no

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Demand Record Date has been fixed by the Board of Directors within ten (10) days after the date on which such request is received by the Secretary, the Demand Record Date shall be the 10th day after the first date on which a valid written request to set a Demand Record Date is received by the Secretary. To be valid, such written request shall set forth the purpose or purposes for which the Special Meeting is to be held, shall be signed by one or more shareholders of record (or their duly authorized proxies or other representatives), shall bear the date of signature of each such shareholder (or proxy or other representative) and shall set forth all information about each such shareholder and about the beneficial owner or owners, if any, on whose behalf the request is made that would be required to be set forth in a shareholder’s notice described in paragraph (a) (ii) of Section 2.14 of these bylaws.

(c) In order for a shareholder or shareholders to demand a Special Meeting, a written demand or demands for a Special Meeting by the holders of record as of the Demand Record Date of shares representing at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the Special Meeting must be delivered to the corporation. To be valid, each written demand by a shareholder for a Special Meeting shall set forth the specific purpose or purposes for which the Special Meeting is to be held (which purpose or purposes shall be limited to the purpose or purposes set forth in the written request to set a Demand Record Date received by the corporation pursuant to paragraph (b) of this Section 2.02), shall be signed by one or more persons who as of the Demand Record Date are shareholders of record (or their duly authorized proxies or other representatives), shall bear the date of signature of each such shareholder (or proxy or other representative), and shall set forth the name and address, as they appear in the corporation’s books, of each shareholder signing such demand and the class and number of shares of the corporation which are owned of record and beneficially by each such shareholder, shall be sent to the Secretary by hand or by certified or registered mail, return receipt requested, and shall be received by the Secretary within seventy (70) days after the Demand Record Date.

(d) The corporation shall not be required to call a Special Meeting upon shareholder demand unless, in addition to the documents required by paragraph (c) of this Section 2.02, the Secretary receives a written agreement signed by each Soliciting Shareholder (as defined below), pursuant to which each Soliciting Shareholder, jointly and severally, agrees to pay the corporation’s costs of holding the Special Meeting, including the costs of preparing and mailing proxy materials for the corporation’s own solicitation, provided that if each of the resolutions introduced by any Soliciting Shareholder at such meeting is adopted, and each of the individuals nominated by or on behalf of any Soliciting Shareholder for election as a director at such meeting is elected, then the Soliciting Shareholders shall not be required to pay such costs. For purposes of this paragraph (d), the following terms shall have the meanings set forth below:

(i) “Affiliate” of any Person (as defined herein) shall mean any Person controlling, controlled by or under common control with such first Person.

(ii) “Participant” shall have the meaning assigned to such term in Rule 14a-11 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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(iii) “Person” shall mean any individual, firm, corporation, limited liability company, partnership, limited liability partnership, joint venture, association, trust, unincorporated organization or other entity.

(iv) “Proxy” shall have the meaning assigned to such term in Rule 14a-1 promulgated under the Exchange Act.

(v) “Solicitation” shall have the meaning assigned to such term in Rule 14a-11 promulgated under the Exchange Act.

(vi) “Soliciting Shareholder” shall mean, with respect to any Special Meeting demanded by a shareholder or shareholders, any of the following Persons:

(A) if the number of shareholders signing the demand or demands of meeting delivered to the corporation pursuant to paragraph (c) of this Section 2.02 is ten (10) or fewer, each shareholder signing any such demand;

(B) if the number of shareholders signing the demand or demands of meeting delivered to the corporation pursuant to paragraph (c) of this Section 2.02 is more than ten (10), each Person who either (I) was a Participant in any Solicitation of such demand or demands or (II) at the time of the delivery to the corporation of the documents described in paragraph (c) of this Section 2.02 had engaged or intends to engage in any Solicitation of Proxies for use at such Special Meeting (other than a Solicitation of Proxies on behalf of the corporation); or

(C) any Affiliate of a Soliciting Shareholder, if a majority of the directors then in office determine, reasonably and in good faith, that such Affiliate should be required to sign the written notice described in paragraph (c) of this Section 2.02 and/or the written agreement described in this paragraph (d) in order to prevent the purposes of this Section 2.02 from being evaded.

(e) Except as provided in the following sentence, any Special Meeting shall be held at such hour and day as may be designated by whichever of the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President shall have called such meeting. In the case of any Special Meeting called by the corporation upon the demand of shareholders (a “Demand Special Meeting”), such meeting shall be held at such hour and day as may be designated by the Board of Directors; provided, however, that the date of any Demand Special Meeting shall be not more than seventy (70) days after the Meeting Record Date (as defined in Section 2.06 hereof); and provided further that in the event that the directors then in office fail to designate an hour and date for a Demand Special Meeting within ten (10) days after the date that valid written demands for such meeting by the holders of record as of the Demand Record Date of shares representing at least 10% of all the votes entitled to be cast on each issue proposed to be considered at the Special Meeting are delivered to the corporation (the “Delivery Date”), then such meeting shall be held at 2:00 P.M. Central Time on the 100th day after the Delivery Date or, if such 100th day is not a Business Day (as defined below), on the first preceding Business Day. In fixing a meeting date for any Special Meeting, the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President may consider

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such factors as it or he or she deems relevant within the good faith exercise of its or his or her business judgment, including, without limitation, the nature of the action proposed to be taken, the facts and circumstances surrounding any demand for such meeting, and any plan of the Board of Directors to call an Annual Meeting or a Special Meeting for the conduct of related business.

(f) The corporation may engage regionally or nationally recognized independent inspectors of elections to act as an agent of the corporation for the purpose of promptly performing a ministerial review of the validity of any purported written demand or demands for a Special Meeting received by the Secretary. For the purpose of permitting the inspectors to perform such review, no purported demand shall be deemed to have been delivered to the corporation until the earlier of (i) five (5) Business Days following receipt by the Secretary of such purported demand and (ii) such date as the independent inspectors certify to the corporation that the valid demands received by the Secretary represent at least 10% of all the votes entitled to be cast on each issue proposed to be considered at the Special Meeting. Nothing contained in this paragraph (f) shall in any way be construed to suggest or imply that the Board of Directors or any shareholder shall not be entitled to contest the validity of any demand, whether during or after such five (5) Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto).

(g) For purposes of these bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of Wisconsin are authorized or obligated by law or executive order to close.

2.03 Place of Meeting . The Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President may designate any place, either within or without the State of Wisconsin, as the place of meeting for an Annual Meeting or Special Meeting or for any postponement or adjournment thereof. If no designation is made, the place of meeting shall be the principal office of the corporation. Any meeting may be adjourned to reconvene at any place designated by vote of the Board of Directors or by the Chairman of the Board, the Chief Executive Officer or the President.

2.04 Notice of Meeting . Written notice stating the date, time and place of any meeting of shareholders shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting (unless a different time period is provided by the Wisconsin Business Corporation Law or the articles of incorporation), either personally, by mail or by electronic transmission, by or at the direction of the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, to each shareholder of record entitled to vote at such meeting and to such other persons as required by the Wisconsin Business Corporation Law. In the event of any Demand Special Meeting, such notice of meeting shall be sent not more than thirty (30) days after the Delivery Date. Notice pursuant to this Section 2.04 shall be deemed to be effective (a) if mailed, when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the stock record books of the corporation, with postage thereon prepaid, (b) if personally delivered, when received or (c) if sent by electronic transmission, when electronically transmitted to a shareholder in a manner authorized by the shareholder. Unless otherwise required by the Wisconsin Business Corporation Law or the articles of incorporation of the corporation, a notice of an Annual Meeting need not include a

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description of the purpose for which the meeting is called. In the case of any Special Meeting, (a) the notice of meeting shall describe any business that the Board of Directors shall have theretofore determined to bring before the meeting and (b) in the case of a Demand Special Meeting, the notice of meeting (i) shall describe any business set forth in the statement of purpose of the demands received by the corporation in accordance with Section 2.02 of these bylaws and (ii) shall contain all of the information required in the notice received by the corporation in accordance with Section 2.14(b) of these bylaws. If an Annual Meeting or Special Meeting is adjourned to a different date, time or place, the corporation shall not be required to give notice of the new date, time or place if the new date, time or place is announced at the meeting before adjournment; provided, however, that if a new Meeting Record Date (as defined below) for an adjourned meeting is or must be fixed, the corporation shall give notice of the adjourned meeting to persons who are shareholders as of the new Meeting Record Date.

2.05 Waiver of Notice . A shareholder may waive any notice required by the Wisconsin Business Corporation Law, the articles of incorporation or these bylaws before or after the date and time stated in the notice. The waiver shall be in writing and signed by the shareholder entitled to the notice, contain the same information that would have been required in the notice under applicable provisions of the Wisconsin Business Corporation Law (except that the time and place of meeting need not be stated) and be delivered to the corporation for inclusion in the corporate records. A shareholder’s attendance at any Annual Meeting or Special Meeting, in person or by proxy, waives objection to all of the following: (a) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting; and (b) consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.06 Fixing of Record Date . The Board of Directors may fix in advance a date not less than ten (10) days and not more than seventy (70) days prior to the date of an Annual Meeting or Special Meeting as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting (the “Meeting Record Date”). In the case of any Demand Special Meeting, (i) the Meeting Record Date shall not be later than the 30th day after the Delivery Date and (ii) if the Board of Directors fails to fix the Meeting Record Date within thirty (30) days after the Delivery Date, then the close of business on such 30th day shall be the Meeting Record Date. The shareholders of record on the Meeting Record Date shall be the shareholders entitled to notice of and to vote at the meeting. Except as provided by the Wisconsin Business Corporation Law for a court-ordered adjournment, a determination of shareholders entitled to notice of and to vote at an Annual Meeting or Special Meeting is effective for any adjournment of such meeting unless the Board of Directors fixes a new Meeting Record Date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. The Board of Directors may also fix in advance a date as the record date for the purpose of determining shareholders entitled to take any other action or determining shareholders for any other purpose. Such record date shall be not more than seventy (70) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. The record date for determining shareholders entitled to a distribution (other than a distribution involving a purchase, redemption or other acquisition of the corporation’s shares) or a share dividend is the date on which the Board of Directors authorizes

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the distribution or share dividend, as the case may be, unless the Board of Directors fixes a different record date.

2.07 Shareholders’ List for Meetings . After a Meeting Record Date has been fixed, the corporation shall prepare a list of the names of all of the shareholders entitled to notice of the meeting. The list shall be arranged by class or series of shares, if any, and show the address of and number of shares held by each shareholder. Such list shall be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his or her agent may, on written demand, inspect and, subject to the limitations imposed by the Wisconsin Business Corporation Law, copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection pursuant to this Section 2.07. The corporation shall make the shareholders’ list available at the meeting and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment thereof. Refusal or failure to prepare or make available the shareholders’ list shall not affect the validity of any action taken at a meeting of shareholders.

2.08 Quorum and Voting Requirements; Postponements; Adjournments .

(a) Shares entitled to vote as a separate voting group may take action on a matter at any Annual Meeting or Special Meeting only if a quorum of those shares exists with respect to that matter. If the corporation has only one class of stock outstanding, such class shall constitute a separate voting group for purposes of this Section 2.08. Except as otherwise provided in the articles of incorporation or the Wisconsin Business Corporation Law, a majority of the votes entitled to be cast on the matter shall constitute a quorum of the voting group for action on that matter. Once a share is represented for any purpose at any Annual Meeting or Special Meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting unless a new Meeting Record Date is or must be set for the adjourned meeting. If a quorum exists, except in the case of the election of directors, action on a matter shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or the Wisconsin Business Corporation Law requires a greater number of affirmative votes. Unless otherwise provided in the articles of incorporation, each director to be elected shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors at an Annual Meeting or Special Meeting at which a quorum is present.

(b) The Board of Directors acting by resolution may postpone and reschedule any previously scheduled Annual Meeting or Special Meeting; provided, however, that a Demand Special Meeting shall not be postponed beyond the 100th day following the Delivery Date. Any Annual Meeting or Special Meeting may be adjourned from time to time, whether or not there is a quorum, (i) at any time, upon a resolution of shareholders if the votes cast in favor of such resolution by the holders of shares of each voting group entitled to vote on any matter theretofore properly brought before the meeting exceed the number of votes cast against such resolution by the holders of shares of each such voting group or (ii) at any time prior

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to the transaction of any business at such meeting, by the Chairman of the Board, the Chief Executive Officer or the President or pursuant to a resolution of the Board of Directors. No notice of the time and place of adjourned meetings need be given except as required by the Wisconsin Business Corporation Law. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.09 Conduct of Meeting . The Chairman of the Board, and in his or her absence, the Chief Executive Officer, and in his or her absence, the President, and in their absence, any person chosen by the shareholders present shall call any Annual Meeting or Special Meeting to order and shall act as chairperson of the meeting, and the Secretary of the corporation shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

2.10 Proxies . At all meetings of shareholders, a shareholder entitled to vote may vote his or her or its shares in person or by proxy. A shareholder entitled to vote at any meeting of shareholders may authorize another person to act for the shareholder by appointing the person as proxy. Without limiting the manner in which a shareholder may appoint a proxy, a shareholder or the shareholder’s authorized officer, director, employee, agent or attorney-in-fact may use any of the following as a valid means to make such an appointment:

(a) Appointment of a proxy in writing by signing or causing the shareholder’s signature to be affixed to an appointment form by any reasonable means, including, but not limited to, by facsimile signature.

(b) Appointment of a proxy by transmitting or authorizing the transmission of an electronic transmission of the appointment to the person who will be appointed as proxy or to a proxy solicitation firm, proxy support service organization or like agent authorized to receive the transmission by the person who will be appointed as proxy. Every electronic transmission shall contain, or be accompanied by, information that can be used to reasonably determine that the shareholder transmitted or authorized the transmission of the electronic transmission. Any person charged with determining whether a shareholder transmitted or authorized the transmission of the electronic transmission shall specify the information upon which the determination is made.

An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of elections or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for eleven (11) months unless a different period is expressly provided in the appointment. Unless otherwise provided, a proxy may be revoked any time before it is voted, either by appointing a new proxy in accordance with the Wisconsin Business Corporation Law or by oral notice given by the shareholder to the presiding officer during the meeting. The presence of a shareholder who has made an effective proxy appointment shall not itself constitute a revocation. The Board of Directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies.

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2.11 Voting of Shares .

(a) Each outstanding share of Class A Common Stock shall be entitled to one vote, each outstanding share of Class B Common Stock shall be entitled to ten votes and each outstanding share of Class C Common Stock shall be entitled to ten votes upon each matter submitted to a vote at any Annual Meeting or Special Meeting, except to the extent that the voting rights of the shares of any class or classes are enlarged, limited or denied by the Wisconsin Business Corporation Law or the articles of incorporation of the corporation.

(b) Shares held by another corporation, if a sufficient number of shares entitled to elect a majority of the directors of such other corporation is held directly or indirectly by this corporation, shall not be entitled to vote at any Annual Meeting or Special Meeting, but shares held in a fiduciary capacity may be voted.

2.12 Action Without Meeting . Any action required or permitted by the articles of incorporation or these bylaws or any provision of the Wisconsin Business Corporation Law to be taken at an Annual Meeting or Special Meeting may be taken without a meeting if a written consent or consents, describing the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof and delivered to the corporation for inclusion in the corporate records.

2.13 Acceptance of Instruments Showing Shareholder Action . If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of a shareholder. If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if any of the following apply:

(a) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.

(b) The name purports to be that of a personal representative, administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation is presented with respect to the vote, consent, waiver or proxy appointment.

(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation is presented with respect to the vote, consent, waiver or proxy appointment.

(d) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder is presented with respect to the vote, consent, waiver or proxy appointment.

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(e) Two or more persons are the shareholders as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.

The corporation may reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent of the corporation who is authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

2.14 Notice of Shareholder Business and Nomination of Directors .

(a) Annual Meetings .

(i) Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the shareholders may be made at an Annual Meeting (A) pursuant to the corporation’s notice of meeting, (B) by or at the direction of the Board of Directors or (C) by any shareholder of the corporation who is a shareholder of record at the time of giving of notice provided for in this bylaw and who is entitled to vote at the meeting and complies with the procedures set forth in this Section 2.14; clause (C) shall be the exclusive means for a shareholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the corporation’s notice of meeting) before an Annual Meeting.

(ii) Without qualification, for nominations or other business to be properly brought before an Annual Meeting by a shareholder pursuant to clause (C) of paragraph (a)(i) of this Section 2.14, the shareholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a shareholder’s notice shall be received by the Secretary of the corporation at the principal offices of the corporation on or before December 31 of the year immediately preceding the Annual Meeting; provided, however, that in the event that the date of the Annual Meeting is on or after May 1 in any year, notice by the shareholder to be timely must be so received not later than the close of business on the day which is determined by adding to December 31 of the year immediately preceding such Annual Meeting the number of days starting with May 1 and ending on the date of the Annual Meeting in such year. Such shareholder’s notice shall be signed by the shareholder of record who intends to make the nomination or introduce the other business (or his, her or its duly authorized proxy or other representative), shall bear the date of signature of such shareholder (or proxy or other representative) and shall set forth: (A) the name and address, as they appear on this corporation’s books, of such shareholder and the beneficial owner or owners, if any, on whose behalf the nomination or proposal is made; (B) the class and number of shares of the corporation which are beneficially owned by, and any other economic or equity interests in the corporation (including but not limited to swaps, futures, hedges, securities loans, options or other rights to acquire, voting rights, short interests, dividend rights and/or any other equity derivatives) owned or held by, such shareholder or beneficial owner or owners; (C) a representation that such shareholder is a holder of record of shares of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make the nomination or introduce the other business specified in the notice; (D) in the case of any proposed nomination for election or re-election as a director, (I) the name and residence address of the person or persons to be

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nominated, (II) a description of all arrangements or understandings between such shareholder or beneficial owner or owners and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by such shareholder, (III) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for elections of directors, or would be otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Exchange Act, including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board of Directors and (IV) the written consent of each nominee to be named in a proxy statement and to serve as a director of the corporation if so elected; and (E) in the case of any other business that such shareholder proposes to bring before the meeting, (I) a brief description of the business desired to be brought before the meeting and, if such business includes a proposal to amend these bylaws, the language of the proposed amendment, (II) such shareholder’s and beneficial owner’s or owners’ reasons for conducting such business at the meeting and (III) any material interest in such business of such shareholder and beneficial owner or owners.

(iii) Notwithstanding anything in the second sentence of paragraph (a)(ii) of this Section 2.14 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the corporation at least seventy (70) days prior to the date of the Annual Meeting in the immediately preceding year, a shareholder’s notice required by this Section 2.14 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary at the principal offices of the corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the corporation.

(b) Special Meetings . Only such business shall be conducted at a Special Meeting as shall have been described in the notice of meeting sent to shareholders pursuant to Section 2.04 of these bylaws. Nominations of persons for election to the Board of Directors may be made at a Special Meeting at which directors are to be elected pursuant to such notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the corporation who (A) is a shareholder of record at the time of giving of such notice of meeting, (B) is entitled to vote at the meeting and (C) complies with the notice procedures set forth in this Section 2.14. Any shareholder desiring to nominate persons for election to the Board of Directors at such a Special Meeting shall cause a written notice to be received by the Secretary of the corporation at the principal offices of the corporation not earlier than ninety days prior to such Special Meeting and not later than the close of business on the later of (x) the 60th day prior to such Special Meeting and (y) the 10th day following the day on which public announcement is first made of the date of such Special Meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. Such written notice shall be signed by the shareholder of record who intends to make the nomination (or his, her or its duly authorized proxy or other representative), shall bear the date of signature of such shareholder (or proxy or other representative) and shall set forth: (A) the name and address, as they appear on the corporation’s books, of such shareholder and the beneficial owner or owners, if any, on whose behalf the nomination is made; (B) the class and number of shares of the corporation which are beneficially owned by such shareholder or beneficial owner or owners; (C) a representation that

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such shareholder is a holder of record of shares of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make the nomination specified in the notice; (D) the name and residence address of the person or persons to be nominated; (E) a description of all arrangements or understandings between such shareholder or beneficial owner or owners and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by such shareholder; (F) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for elections of directors, or would be otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Exchange Act, including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board of Directors; and (G) the written consent of each nominee to be named in a proxy statement and to serve as a director of the corporation if so elected.

(c) General .

(i) Only persons who are nominated in accordance with the procedures set forth in this Section 2.14 shall be eligible to serve as directors. Only such business shall be conducted at an Annual Meeting or Special Meeting as shall have been brought before such meeting in accordance with the procedures set forth in this Section 2.14. The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 2.14 and, if any proposed nomination or business is not in compliance with this Section 2.14, to declare that such defective proposal shall be disregarded.

(ii) For purposes of this Section 2.14, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(iii) Notwithstanding the foregoing provisions of this Section 2.14, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.14. Nothing in this Section 2.14 shall be deemed to limit the corporation’s obligation to include shareholder proposals in its proxy statement if such inclusion is required by Rule 14a-8 under the Exchange Act.

ARTICLE III. BOARD OF DIRECTORS

3.01 General Powers, Classification and Number . All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the Board of Directors. The number of directors of the corporation shall be eight (8). All directors shall be members of a single class.

3.02 Tenure and Qualifications . Each director shall hold office until the next Annual Meeting and until his or her successor shall have been duly elected and, if necessary,

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qualified, or until there is a decrease in the number of directors which takes effect after the expiration of his or her term, or until his or her prior retirement, death, resignation or removal. A director may be removed from office only as provided in the articles of incorporation at a meeting of the shareholders called for the purpose of removing the director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director. A director may resign at any time by delivering written notice which complies with the Wisconsin Business Corporation Law to the Board of Directors, to the Chairman of the Board or to the corporation. A director’s resignation is effective when the notice is delivered unless the notice specifies a later effective date. Directors need not be residents of the State of Wisconsin or shareholders of the corporation. No other restrictions, limitations or qualifications may be imposed on individuals for service as a director.

3.03 Chairman of the Board . The Board of Directors may elect a director as the Chairman of the Board. The Chairman of the Board shall, when present, preside at all meetings of the shareholders and of the Board of Directors, may call meetings of the shareholders and the Board of Directors, shall advise and counsel with the management of the corporation, and shall perform such other duties as set forth in these bylaws and as determined by the Board of Directors. Except as provided in this Section 3.02, the Chairman shall be neither an officer nor an employee of the corporation by virtue of his or her election and service as Chairman of the Board; provided, however, the Chairman may be an officer of the corporation. The Chairman may use the title Chairman or Chairman of the Board interchangeably.

3.04 Regular Meetings . A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after the Annual Meeting and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the Annual Meeting which precedes it, or such other suitable place as may be announced at such Annual Meeting. The Board of Directors may provide, by resolution, the date, time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.

3.05 Special Meetings . Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer or the President, or any three (3) directors. The Chairman of the Board, the Chief Executive Officer or the President may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting of the Board of Directors, and if no other place is fixed the place of the meeting shall be the principal office of the corporation in the State of Wisconsin.

3.06 Notice; Waiver . Notice of each meeting of the Board of Directors (unless otherwise provided in or pursuant to Section 3.04 of these bylaws) shall be given by written or oral notice delivered or communicated in person, by telephone (including voicemail, answering machine or answering service), telegraph, teletype, facsimile, electronic mail or other form of wire or wireless communication (including electronic transmission), or by mail or private carrier that guarantees delivery on or before the next business day to each director at his or her business address or at such other address (including electronic mail address) as such director shall have designated in writing filed with the Secretary, in each case not less than forty-eight (48) hours prior to the meeting. The notice need not describe the purpose of the meeting of the Board of Directors or the business to be transacted at such meeting. If mailed, such notice shall be

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deemed to be effective when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be effective when the telegram is delivered to the telegraph company. If notice is given by facsimile, electronic mail or other form of wire or wireless communication or electronic transmission, such notice shall be deemed to be effective when sent to the provided facsimile number, electronic mail address or other wire or wireless or electronic transmission address. If notice is given by private carrier, such notice shall be deemed to be effective when delivered to the private carrier. Whenever any notice whatever is required to be given to any director of the corporation under the articles of incorporation or these bylaws or any provision of the Wisconsin Business Corporation Law, a waiver thereof in writing, signed at any time, whether before or after the date and time of meeting, by the director entitled to such notice shall be deemed equivalent to the giving of such notice. The corporation shall retain any such waiver as part of the permanent corporate records. A director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.07 Quorum . Except as otherwise provided by the Wisconsin Business Corporation Law or by the articles of incorporation or these bylaws, a majority of the number of directors specified in Section 3.01 of these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the event that there are only three directors then in office, a quorum for the transaction of business at any meeting of the Board of Directors shall consist of one-third of the number of directors specified in Section 3.01 of these bylaws. Except as otherwise provided by the Wisconsin Business Corporation Law or by the articles of incorporation or by these bylaws, a quorum of any committee of the Board of Directors created pursuant to Section 3.13 of these bylaws shall consist of a majority of the number of directors appointed to serve on the committee. A majority of the directors present (though less than such quorum) may adjourn any meeting of the Board of Directors or any committee thereof, as the case may be, from time to time without further notice.

3.08 Manner of Acting . The affirmative vote of a majority of the directors present at a meeting of the Board of Directors or a committee thereof at which a quorum is present shall be the act of the Board of Directors or such committee, as the case may be, unless the Wisconsin Business Corporation Law, the articles of incorporation or these bylaws require the vote of a greater number of directors.

3.09 Conduct of Meetings . The Chairman of the Board, and in his or her absence, the Chief Executive Officer, and in his or her absence, the President, and in his or her absence, the Executive Vice-President, if any, and in his or her absence, a Vice President in the order provided under Section 4.09 of these bylaws, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairperson of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors but in the absence of the Secretary, the presiding officer may appoint any other person present to act as secretary of the meeting. Minutes of any regular or special meeting of the Board of Directors shall be prepared and distributed to each director.

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3.10 Vacancies . Any vacancies occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, shall be filled only as provided in the articles of incorporation. A vacancy that will occur at a specific later date, because of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

3.11 Compensation . The Board of Directors, irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the corporation as directors or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the corporation.

3.12 Presumption of Assent . A director who is present and is announced as present at a meeting of the Board of Directors or any committee thereof created in accordance with Section 3.13 of these bylaws, when corporate action is taken, assents to the action taken unless any of the following occurs: (a) the director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting; (b) the director dissents or abstains from an action taken and minutes of the meeting are prepared that show the director’s dissent or abstention from the action taken; (c) the director delivers written notice that complies with the Wisconsin Business Corporation Law of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting; or (d) the director dissents or abstains from an action taken, minutes of the meeting are prepared that fail to show the director’s dissent or abstention from the action taken, and the director delivers to the corporation a written notice of that failure that complies with the Wisconsin Business Corporation Law promptly after receiving the minutes. Such right of dissent or abstention shall not apply to a director who votes in favor of the action taken.

3.13 Committees . The Board of Directors by resolution adopted by the affirmative vote of a majority of all of the directors then in office may create one or more committees, appoint members of the Board of Directors to serve on the committees and designate other members of the Board of Directors to serve as alternates. Each committee shall have at least one member who shall, unless otherwise provided by the Board of Directors, serve at the pleasure of the Board of Directors. A committee may be authorized to exercise the authority of the Board of Directors, except that a committee may not do any of the following: (a) approve or recommend to shareholders for approval any action or matter expressly required by the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes, to be submitted to shareholders for approval; and (b) adopt, amend or repeal any bylaw of the corporation. Unless otherwise provided by the Board of Directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of its authority.

3.14 Telephonic Meetings . Except as herein provided and notwithstanding any place set forth in the notice of the meeting or these bylaws, members of the Board of Directors

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(and any committees thereof created pursuant to Section 3.13 of these bylaws) may participate in regular or special meetings by, or through the use of, any means of communication by which all participants may simultaneously hear each other, such as by conference telephone. If a meeting is conducted by such means, then at the commencement of such meeting the presiding officer shall inform the participating directors that a meeting is taking place at which official business may be transacted. Any participant in a meeting by such means shall be deemed present in person at such meeting. Notwithstanding the foregoing, no action may be taken at any meeting held by such means on any particular matter which the presiding officer determines, in his or her sole discretion, to be inappropriate under the circumstances for action at a meeting held by such means. Such determination shall be made and announced in advance of such meeting.

3.15 Action Without Meeting . Any action required or permitted by the Wisconsin Business Corporation Law to be taken at a meeting of the Board of Directors or a committee thereof created pursuant to Section 3.13 of these bylaws may be taken without a meeting if the action is taken by all members of the Board or of the committee. The action shall be evidenced by one or more written consents describing the action taken, signed by each director or committee member and retained by the corporation. Such action shall be effective when the last director or committee member signs the consent, unless the consent specifies a different effective date.

ARTICLE IV. OFFICERS

4.01 Number . The principal officers of the corporation shall be a Chief Executive Officer, a President, an Executive Vice-President (if one is so elected by the Board of Directors), the number of Vice Presidents as authorized from time to time by the Board of Directors, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. The Board of Directors may also authorize any duly appointed officer to appoint one or more officers or assistant officers. Any two or more offices may be held by the same person.

4.02 Election and Term of Office . The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each Annual Meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is practicable. Each officer shall hold office until his or her successor shall have been duly elected or appointed or until his or her prior death, resignation or removal.

4.03 Removal . The Board of Directors may remove any officer and, unless restricted by the Board of Directors or these bylaws, an officer may remove any officer or assistant officer appointed by that officer, at any time, with or without cause and notwithstanding the contract rights, if any, of the officer removed. The appointment of an officer does not of itself create contract rights.

4.04 Resignation . An officer may resign at any time by delivering notice to the corporation that complies with the Wisconsin Business Corporation Law. The resignation shall

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be effective when the notice is delivered, unless the notice specifies a later effective date and the corporation accepts the later effective date.

4.05 Vacancies . A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term. If a resignation of an officer is effective at a later date as contemplated by Section 4.04 of these bylaws, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor may not take office until the effective date.

4.06 Chief Executive Officer . The Chief Executive Officer shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. The Chief Executive Officer shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the Chief Executive Officer. He or she shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he or she may authorize the President or Executive Vice-President or any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his or her place and stead. In general, he or she shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time. In the absence or disability of the Chairman of the Board, or when that position is vacant, the Chief Executive Officer shall, when present, preside at all meetings of the shareholders and of the Board of Directors.

4.07 President . The President shall assist the Chief Executive Officer in exercising general supervision over the business and affairs of the corporation, and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the Chief Executive Officer or by the Board of Directors. The President shall have authority, subject to the authority of the Chief Executive Officer and to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He or she shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by the Chief Executive Officer or by resolution of the Board of Directors; and, except as otherwise provided by law, the Chief Executive Officer or the Board of Directors, he or she may authorize the Executive Vice-President or any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his or her place and stead. During the absence or disability of the

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Chief Executive Officer, or while that office is vacant, the President shall exercise all the powers and discharge all of the duties of the Chief Executive Officer.

4.08 The Executive Vice-President . The Executive Vice-President shall assist the Chief Executive Officer and the President in exercising general supervision over the business and affairs of the corporation, and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the Chief Executive Officer, the President or by the Board of Directors. In the absence or disability of the President, the Executive Vice-President shall perform the duties and functions of the President.

4.09 The Vice Presidents . In the absence or disability of both the President and the Executive Vice-President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the Chief Executive Officer, the President or by the Board of Directors. The execution of any instrument of the corporation by any Vice President shall be conclusive evidence, as to third parties, of his or her authority to act in the stead of the President. The Board of Directors may designate any Vice President as being senior in rank or degree of responsibility and may accord such a Vice President an appropriate title designating his or her senior rank, such as “Senior Vice President.” The Board of Directors may assign a certain Vice President responsibility for a designated group, division or function of the corporation’s business and add an appropriate descriptive designation to his or her title.

4.10 The Secretary . The Secretary shall: (a) keep minutes of the meetings of the shareholders and of the Board of Directors (and of committees thereof) in one or more books provided for that purpose (including records of actions taken by the shareholders or the Board of Directors (or committees thereof) without a meeting); (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by the Wisconsin Business Corporation Law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) maintain or cause an authorized agent to maintain a record of the shareholders of the corporation, in a form that permits preparation of a list of the names and addresses of all shareholders, by class or series of shares and showing the number and class or series of shares held by each shareholder; (e) sign with the Chief Executive Officer, the President, the Executive Vice-President or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned by the Chief Executive Officer, the President , the Executive Vice-President or by the Board of Directors.

4.11 The Treasurer . The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) maintain appropriate accounting

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records; (c) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Section 5.04 of these bylaws; and (d) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned by the Chief Executive Officer, the President, the Executive Vice-President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

4.12 Assistant Secretaries and Assistant Treasurers . There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the Chief Executive Officer, the President, the Executive Vice-President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

4.13 Other Assistants and Acting Officers . The Board of Directors shall have the power to appoint, or to authorize any duly appointed officer of the corporation to appoint, any person to act as assistant to any officer, or as agent for the corporation in his or her stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors or an authorized officer shall have the power to perform all the duties of the office to which he or she is so appointed to be an assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors or the appointing officer.

4.14 Salaries . The salaries of the principal officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND
DEPOSITS; SPECIAL CORPORATE ACTS

5.01 Contracts . The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the Chief Executive Officer, the President, the Executive Vice-President or one of the Vice Presidents and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer;

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the Secretary or an Assistant Secretary, when necessary or required, shall affix the corporate seal, if any, thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.

5.02 Loans . No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

5.03 Checks, Drafts, etc . All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.

5.04 Deposits . All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as may be selected by or under the authority of a resolution of the Board of Directors.

5.05 Voting of Securities Owned by this Corporation . Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the Chief Executive Officer or the President of this corporation if any of them shall be present, or in their absence by the Executive Vice-President or any Vice President of this corporation who may be present, and (b) whenever, in the judgment of the Chief Executive Officer or President, or in their absence, of the Executive Vice-President or any Vice President, it is desirable for this corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this corporation, such proxy or consent shall be executed in the name of this corporation by the Chief Executive Officer, the President, the Executive Vice-President or one of the Vice Presidents of this corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal, if any, or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this corporation the same as such shares or other securities might be voted by this corporation.

ARTICLE VI. CERTIFICATES FOR SHARES; TRANSFER OF SHARES

6.01 Certificates for Shares . Certificates representing shares of the corporation shall be in such form, consistent with the Wisconsin Business Corporation Law, as shall be determined by the Board of Directors. Such certificates shall be signed by the Chief Executive Officer, the President, the Executive Vice-President or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The Board of Directors may authorize the issuance of any of its classes or series of shares without certificates. The name and address of the person to whom the shares represented

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thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 6.06 of these bylaws. To the extent required by the Wisconsin Business Corporation Law, within a reasonable time after the issuance or transfer of shares without a certificate, the corporation shall send to the registered owner thereof a written notice that shall set forth (a) the name of the corporation; (b) that the corporation is organized under the laws of the State of Wisconsin; (c) the name of the shareholder; (d) the number and class (and the designation of the series, if any) of the shares represented; (e) if applicable, a summary of the designations, relative rights, preferences and limitation applicable to each class, and, if applicable, the variations in rights, preferences and limitations determined for each series and the authority of the Board of Directors to determine variations for future series (or a conspicuous statement that upon written request the corporation will furnish the shareholder with this information without charge); and (f) if applicable, any restrictions on the transfer or registration of such shares of stock imposed by the articles of incorporation, these bylaws, any agreement among shareholders or any agreement between shareholders and the corporation.

6.02 Seal, Facsimile Signatures and Electronic Signatures . The seal of the corporation, if any, on any certificates for shares may be a facsimile. The signature of the Chief Executive Officer, the President, the Executive Vice-President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or a registrar, other than the corporation itself or an employee of the corporation. Unless otherwise prohibited by law, any document that requires a manual, facsimile or other form of signature or that is given effect with a manual, facsimile or other form of signature under these bylaws may be signed or given effect with an electronic signature (as defined in Section 137.04 of the Wisconsin Statutes) if the electronic signature meets all of the following requirements:

(a) The electronic signature is unique to the person using it.

(b) The electronic signature is capable of verification.

(c) The electronic signature is under the sole control of the person using it.

(d) The electronic signature is linked to the document to which it is attached or associated in such a manner that, if the document is altered after the electronic signature is created, the electronic signature is invalidated.

6.03 Signature by Former Officers . The validity of a share certificate is not affected if a person who signed the certificate (either manually, by facsimile or by electronic transmission) no longer holds office when the certificate is issued.

6.04 Transfer of Shares . Prior to due presentment of a certificate for shares for registration of transfer the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and powers of an owner. Where a certificate for shares is presented to the corporation

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with a request to register for transfer, the corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements, or, with respect to uncertificated shares, proper transfer instructions are received; and (b) the corporation had no duty to inquire into adverse claims or has discharged any such duty. The corporation may require reasonable assurance that such endorsements or transfer instructions are genuine and effective and compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors.

6.05 Restrictions on Transfer . The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the corporation upon the transfer of such shares.

6.06 Lost, Destroyed or Stolen Certificates . The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the person requesting such new certificate or certificates, or his or her legal representative, to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

6.07 Consideration for Shares . The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation. Before the corporation issues shares, the Board of Directors shall determine that the consideration received or to be received for the shares to be issued is adequate. The determination of the Board of Directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable. The corporation may place in escrow shares issued in whole or in part for a contract for future services or benefits, a promissory note, or other property to be issued in the future, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits or property are received or the promissory note is paid. If the services are not performed, the benefits or property are not received or the promissory note is not paid, the corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.

6.08 Stock Regulations . The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with law as it may deem expedient concerning the issue, transfer and registration of shares of the corporation.

6.09 No Nominee Procedures . The corporation has not established, and nothing in these bylaws shall be deemed to establish, any procedure by which a beneficial owner of the corporation’s shares that are registered in the name of a nominee is recognized by the corporation as a shareholder under Section 180.0723 of the Wisconsin Business Corporation Law.

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ARTICLE VII. SEAL

7.01 The Board of Directors may provide for a corporate seal for the corporation.

ARTICLE VIII. FISCAL YEAR

8.01 The fiscal year of the corporation shall be from January 1 to December 31.

ARTICLE IX. INDEMNIFICATION

9.01 Certain Definitions . All terms used in this Article IX and not otherwise hereinafter defined in this Article IX shall have the meaning set forth in Section 180.0850 of the Wisconsin Business Corporation Law (the “Statute”). The following terms (including any plural forms thereof) used in this Article IX are defined as follows:

(a) “Affiliate” shall include, without limitation, any Person (including without limitation an employee benefit plan or trust) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Corporation.

(b) “Authority” shall mean the entity selected by the Director or Officer or Covered Person to determine his or her right to indemnification pursuant to Section 9.04 of this Article IX.

(c) “Board of Directors” shall mean the entire then elected and serving Board of Directors of the Corporation, including all members thereof who are Parties to the subject Proceeding or any related Proceeding.

(d) “Breach of Duty” shall mean the Director or Officer or Covered Person breached or failed to perform his or her duties to the Corporation and his or her breach of or failure to perform those duties is determined, in accordance with Section 9.04 of this Article IX, to constitute misconduct under Section 180.0851(2)(a) 1, 2, 3 or 4 of the Statute.

(e) “Corporation,” as used herein and as defined in the Statute and incorporated by reference into the definitions of certain other capitalized terms used herein, shall mean the corporation, including, without limitation, any successor corporation or entity to the corporation by way of merger, consolidation or acquisition of all or substantially all of the capital stock or assets of the corporation.

(f) “Covered Person” shall mean any trustee of any employee benefit plan of the Corporation, and any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture or trust.

(g) “Director or Officer” shall have the meaning set forth in the Statute; provided, that, for purposes of this Article IX, it shall be conclusively presumed that any Director or Officer serving as a director, officer, partner, trustee, member of any governing or

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decision-making committee, employee or agent of an Affiliate shall be so serving at the request of the Corporation.

(h) “Disinterested Quorum” shall mean a quorum of the Board of Directors who are not Parties to the subject Proceeding or any related Proceeding.

(i) “Party” shall have the meaning set forth in the Statute; provided, that, for purposes of this Article IX, the term “Party” shall also include any Director or Officer, Covered Person or employee of the Corporation who is or was a witness in a Proceeding at a time when he or she has not otherwise been formally named a Party thereto.

(j) “Person” shall mean any individual, partnership, limited liability partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group deemed to be a person under Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(k) “Proceeding” shall have the meaning set forth in the Statute; provided, that, in accordance with Section 180.0859 of the Statute and for purposes of this Article IX, the term “Proceeding” shall also include all Proceedings (i) brought under (in whole or in part) the Securities Act of 1933, as amended, the Exchange Act, their respective state counterparts, and/or any rule or regulation promulgated under any of the foregoing; (ii) brought before an Authority or otherwise to enforce rights hereunder; (iii) any appeal from a Proceeding; and (iv) any Proceeding in which the Director or Officer or Covered Person is a plaintiff or petitioner because he or she is a Director or Officer or Covered Person; provided, however, that any such Proceeding under this subsection (iv) must be authorized by a majority vote of a Disinterested Quorum.

(l) “Statute” shall mean Sections 180.0850 through 180.0859, inclusive, of the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes, as the same shall then be in effect, including any amendments thereto, but, in the case of any such amendment, only to the extent such amendment permits or requires the Corporation to provide broader indemnification rights than the Statute permitted or required the Corporation to provide prior to such amendment.

9.02 Mandatory Indemnification of Directors and Officers and Covered Persons . To the fullest extent permitted or required by the Statute, the Corporation shall indemnify a Director or Officer or Covered Person against all Liabilities incurred by or on behalf of such Director or Officer or Covered Person in connection with a Proceeding in which the Director or Officer or Covered Person is a Party because he or she is a Director or Officer or Covered Person.

9.03 Procedural Requirements .

(a) A Director or Officer or Covered Person who seeks indemnification under Section 9.02 of this Article IX shall make a written request therefor to the Corporation. Subject to subsection (b) of this Section 9.03, within sixty (60) days of the Corporation’s receipt of such request, the Corporation shall pay or reimburse the Director or

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Officer or Covered Person for the entire amount of Liabilities incurred by the Director or Officer or Covered Person in connection with the subject Proceeding (net of any Expenses previously advanced pursuant to Section 9.05 of this Article IX).

(b) No indemnification shall be required to be paid by the Corporation pursuant to Section 9.02 of this Article IX if, within such sixty-day period, (i) a Disinterested Quorum, by a majority vote thereof, determines that the Director or Officer or Covered Person requesting indemnification engaged in misconduct constituting a Breach of Duty or (ii) a Disinterested Quorum cannot be obtained.

(c) In either case of nonpayment pursuant to subsection (b) of this Section 9.03, the Board of Directors shall immediately authorize by resolution that an Authority, as provided in Section 9.04 of this Article IX, determine whether the conduct of the Director or Officer or Covered Person constituted a Breach of Duty and, therefore, whether indemnification should be denied hereunder.

(d) (i) If the Board of Directors does not authorize an Authority to determine the Director’s or Officer’s or Covered Person’s right to indemnification hereunder within such sixty-day period and/or (ii) if indemnification of the requested amount of Liabilities is paid by the Corporation, then it shall be conclusively presumed for all purposes that a Disinterested Quorum has affirmatively determined that the Director or Officer or Covered Person did not engage in misconduct constituting a Breach of Duty and, in the case of clause (i) above (but not clause (ii)), indemnification by the Corporation of the requested amount of Liabilities shall be paid to the Director or Officer or Covered Person immediately.

9.04 Determination of Indemnification .

(a) If the Board of Directors authorizes an Authority to determine a Director’s or Officer’s or Covered Person’s right to indemnification pursuant to Section 9.03 of this Article IX, then the Director or Officer or Covered Person requesting indemnification shall have the absolute discretionary authority to select one of the following as such Authority:

(i) An independent legal counsel; provided, that such counsel shall be mutually selected by such Director or Officer or Covered Person and by a majority vote of a Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, then by a majority vote of the Board of Directors;

(ii) A panel of three arbitrators selected from the panels of arbitrators of the American Arbitration Association in Milwaukee, Wisconsin; provided, that (A) one arbitrator shall be selected by such Director or Officer or Covered Person, the second arbitrator shall be selected by a majority vote of a Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, then by a majority vote of the Board of Directors, and the third arbitrator shall be selected by the two previously selected arbitrators, and (B) in all other respects (other than this Article IX), such panel shall be governed by the American Arbitration Association’s then existing Commercial Arbitration Rules; or

(iii) A court pursuant to and in accordance with Section 180.0854 of the Statute.

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(b) In any such determination by the selected Authority there shall exist a rebuttable presumption that the conduct of the Director or Officer or Covered Person did not constitute a Breach of Duty and that indemnification against the requested amount of Liabilities is required. The burden of rebutting such a presumption by clear and convincing evidence shall be on the Corporation or such other party asserting that such indemnification should not be allowed.

(c) The Authority shall make its determination within sixty (60) days of being selected and shall submit a written opinion of its conclusion simultaneously to both the Corporation and the Director or Officer or Covered Person.

(d) If the Authority determines that indemnification is required hereunder, then the Corporation shall pay the entire requested amount of Liabilities (net of any Expenses previously advanced pursuant to Section 9.05 of this Article IX), including interest thereon at a reasonable rate, as determined by the Authority, within ten (10) days of receipt of the Authority’s opinion; provided, that, if it is determined by the Authority that a Director or Officer or Covered Person is entitled to indemnification against Liabilities’ incurred in connection with some claims, issues or matters, but not as to other claims, issues or matters, involved in the subject Proceeding, the Corporation shall be required to pay (as set forth above) only the amount of such requested Liabilities as the Authority shall deem appropriate in light of all of the circumstances of such Proceeding.

(e) The determination by the Authority that indemnification is required hereunder shall be binding upon the Corporation regardless of any prior determination that the Director or Officer or Covered Person engaged in a Breach of Duty.

(f) All Expenses incurred in the determination process under this Section 9.04 by either the Corporation or the Director or Officer or Covered Person, including, without limitation, all Expenses of the selected Authority, shall be paid by the Corporation.

9.05 Mandatory Allowance of Expenses .

(a) The Corporation shall pay or reimburse from time to time or at any time, within ten (10) days after the receipt of the Director’s or Officer’s or Covered Person’s written request therefor, the reasonable Expenses of the Director or Officer or Covered Person as such Expenses are incurred; provided, the following conditions are satisfied:

(i) The Director or Officer or Covered Person furnishes to the Corporation an executed written certificate affirming his or her good faith belief that he or she has not engaged in misconduct that constitutes a Breach of Duty; and

(ii) The Director or Officer or Covered Person furnishes to the Corporation an unsecured executed written agreement to repay any advances made under this Section 9.05 if it is ultimately determined by an Authority that he or she is not entitled to be indemnified by the Corporation for such Expenses pursuant to Section 9.04 of this Article IX.

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(b) If the Director or Officer or Covered Person must repay any previously advanced Expenses pursuant to this Section 9.05, then such Director or Officer or Covered Person shall not be required to pay interest on such amounts.

9.06 Indemnification and Allowance of Expenses of Certain Others .

(a) The Board of Directors may, in its sole and absolute discretion as it deems appropriate, pursuant to a majority vote thereof, indemnify a director or officer of an Affiliate (who is not otherwise serving as a Director or Officer or Covered Person) against all Liabilities, and shall advance the reasonable Expenses, incurred by such director or officer in a Proceeding to the same extent hereunder as if such director or officer incurred such Liabilities because he or she was a Director or Officer or Covered Person, if such director or officer is a Party thereto because he or she is or was a director or officer of the Affiliate.

(b) The Corporation shall indemnify an employee of the Corporation who is not a Director or Officer or Covered Person, to the extent that he or she has been successful on the merits or otherwise in defense of a Proceeding, for all reasonable Expenses incurred in the Proceeding if the employee was a Party because he or she was an employee of the Corporation.

(c) The Board of Directors may, in its sole and absolute discretion as it deems appropriate, pursuant to a majority vote thereof, indemnify (to the extent not otherwise provided in subsection (b) of this Section 9.06) against Liabilities incurred by, and/or provide for the allowance of reasonable Expenses of, an employee or authorized agent of the Corporation acting within the scope of his or her duties as such and who is not otherwise a Director or Officer or Covered Person.

9.07 Insurance . The Corporation may purchase and maintain insurance on behalf of a Director or Officer or Covered Person or any individual who is or was an employee or authorized agent of the Corporation against any Liability asserted against or incurred by such individual in his or her capacity as such or arising from his or her status as such, regardless of whether the Corporation is required or permitted to indemnify against any such Liability under this Article IX.

9.08 Notice to the Corporation . A Director or Officer, Covered Person or employee shall promptly notify the Corporation in writing when he or she has actual knowledge of a Proceeding that may result in a claim of indemnification against Liabilities or allowance of Expenses hereunder, but the failure to do so shall not relieve the Corporation of any liability to the Director or Officer, Covered Person or employee hereunder unless the Corporation shall have been irreparably prejudiced by such failure (as determined, in the case of Directors or Officers or Covered Persons only, by an Authority selected pursuant to Section 9.04(a) of this Article IX).

9.09 Severability . If any provision of this Article IX shall be deemed invalid or inoperative, or if a court of competent jurisdiction determines that any of the provisions of this Article IX contravene public policy, then this Article IX shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such provisions that are invalid or inoperative or that contravene public policy shall be deemed, without further

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action or deed by or on behalf of the Corporation, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable; it being understood that it is the Corporation’s intention to provide the Directors and Officers and Covered Persons with the broadest possible protection against personal liability allowable under the Statute.

9.10 Nonexclusivity of Article IX . The rights of a Director or Officer, Covered Person or employee (or any other person) granted under this Article IX shall not be deemed exclusive of any other rights to indemnification against Liabilities or allowance of Expenses to which the Director or Officer, Covered Person or employee (or such other person) may be entitled under any written agreement, Board of Director resolution, vote of shareholders of the Corporation or otherwise, including, without limitation, under the Statute. Nothing contained in this Article IX shall be deemed to limit the Corporation’s obligations to indemnify against Liabilities or allow Expenses to a Director or Officer, Covered Person or employee under the Statute.

9.11 Contractual Nature of Article IX; Repeal or Limitation of Rights . This Article IX shall be deemed to be a contract between the Corporation and each Director or Officer, Covered Person and employee of the Corporation, and any repeal or other limitation of this Article IX or any repeal or limitation of the Statute or any other applicable law shall not limit any rights of indemnification against Liabilities or allowance of Expenses then existing or arising out of events, acts or omissions occurring prior to such repeal or limitation, including, without limitation, the right to indemnification against Liabilities or allowance of Expenses for Proceedings commenced after such repeal or limitation to enforce this Article IX with regard to acts, omissions or events arising prior to such repeal or limitation.

ARTICLE X. AMENDMENTS

10.01 By Shareholders . Except as otherwise provided in the articles of incorporation or these bylaws, these bylaws may be amended or repealed and new bylaws may be adopted by the shareholders at any Annual Meeting or Special Meeting at which a quorum is in attendance.

10.02 By Directors . Except as otherwise provided by the Wisconsin Business Corporation Law or the articles of incorporation, these bylaws may also be amended or repealed and new bylaws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; provided, however, that the shareholders in adopting, amending or repealing a particular bylaw may provide therein that the Board of Directors may not amend, repeal or readopt that bylaw.

10.03 Implied Amendments . Any action taken or authorized by the shareholders or by the Board of Directors which would be inconsistent with the bylaws then in effect but which is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the bylaws so that the bylaws would be consistent with such action shall be given the same effect as though the bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

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Annex E

[Charters of the Audit, Finance and Compensation Committees of the Board of Directors of Quad/Graphics, Quad/Graphics Corporate Governance Guidelines and Quad/Graphics Code of Business Conduct and Ethics]

[To be filed by amendment]

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Annex F

SECTION 190 OF THE CANADA BUSINESS CORPORATIONS ACT

190. (1) Right to dissent — Subject to sections 191 and 241, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under paragraph 192(4)(d) that affects the holder or if the corporation resolves to

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;

(b) amend its articles under section 173 to add, change or remove any restriction on the business or businesses that the corporation may carry on;

(d) be continued under section 188;

(e) sell, lease or exchange all or substantially all its property under subsection 189(3); or

(f) carry out a going-private transaction or a squeeze-out transaction.

(2) Further right — A holder of shares of any class or series of shares entitled to vote under section 176 may dissent if the corporation resolves to amend its articles in a manner described in that section.

(2.1) If one class of shares — The right to dissent described in subsection (2) applies even if there is only one class of shares.

(3) Payment for shares — In addition to any other right the shareholder may have, but subject to subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents or an order made under subsection 192(4) becomes effective, to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted or the order was made.

(4) No partial dissent — A dissenting shareholder may only claim under this section with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

(5) Objection — A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of their right to dissent.

(6) Notice of resolution — The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn their objection.

(7) Demand for payment — A dissenting shareholder shall, within twenty days after receiving a notice under subsection (6) or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing

(a) the shareholder’s name and address;

(b) the number and class of shares in respect of which the shareholder dissents; and

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(8) Share certificate — A dissenting shareholder shall, within thirty days after sending a notice under subsection (7), send the certificates representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

(9) Forfeiture — A dissenting shareholder who fails to comply with subsection (8) has no right to make a claim under this section. G-1

(10) Endorsing certificate — A corporation or its transfer agent shall endorse on any share certificate received under subsection (8) a notice that the holder is a dissenting shareholder under this section and shall forthwith return the share certificates to the dissenting shareholder.

(11) Suspension of rights — On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where

(a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12),

(b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or

(c) the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9), in which case the shareholder’s rights are reinstated as of the date the notice was sent.

(12) Offer to pay — A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent such notice

(a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or

(b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

(13) Same terms — Every offer made under subsection (12) for shares of the same class or series shall be on the same terms.

(14) Payment — Subject to subsection (26), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (12) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

(15) Corporation may apply to court — Where a corporation fails to make an offer under subsection (12), or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the shares of any dissenting shareholder.

(16) Shareholder application to court — If a corporation fails to apply to a court under subsection (15), a dissenting shareholder may apply to a court for the same purpose within a further period of twenty days or within such further period as a court may allow.

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(17) Venue — An application under subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province.

(18) No security for costs — A dissenting shareholder is not required to give security for costs in an application made under subsection (15) or (16).

(19) Parties — On an application to a court under subsection (15) or (16),

(a) all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; and

(b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

(20) Powers of court — On an application to a court under subsection (15) or (16), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting shareholders.

(21) Appraisers — A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

(22) Final order — The final order of a court shall be rendered against the corporation in favour of each dissenting shareholder and for the amount of the shares as fixed by the court.

(23) Interest — A court may in its discretion allows reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

(24) Notice that subsection applies — If subsection (26) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (22), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

(25) Effect where subsection (26) applies — If subsection (26) applies, a dissenting shareholder, by written notice delivered to the corporation within thirty days after receiving a notice under subsection (24), may

(a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or

(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

(26) Limitation — A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

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Annex G

[Interim Order]

[To be filed by amendment]

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Pursuant to the Wisconsin Business Corporation Law and the Bylaws of the registrant, directors and officers of the registrant are entitled to mandatory indemnification from the registrant against certain liabilities (which may include liabilities under the Securities Act of 1933) and expenses (i) to the extent such officers or directors are successful in the defense of a proceeding and (ii) in proceedings in which the officer or director is not successful in defense thereof, unless (in the latter case only) it is determined that the director or officer breached or failed to perform his or her duties to the registrant and such breach or failure constituted: (a) a willful failure to deal fairly with the registrant or its shareholders in connection with a matter in which the director or officer had a material conflict of interest; (b) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (c) a transaction from which the director or officer derived an improper personal profit; or (d) willful misconduct. It should also be noted that the Wisconsin Business Corporation Law specifically states that it is the policy of Wisconsin to require or permit indemnification in connection with a proceeding involving securities regulation to the extent required or permitted as described above. Additionally, under the Wisconsin Business Corporation Law, directors of the registrant are not subject to personal liability to the registrant, its shareholders or any person asserting rights on behalf of the registrant or its shareholders for certain breaches or failures to perform any duty resulting solely from their status as directors or officers except in circumstances paralleling those in subparagraphs (a) through (d) outlined above.

Expenses for the defense of any action for which indemnification may be available are required to be advanced by the registrant under certain circumstances.

The indemnification provided by the Wisconsin Business Corporation Law and the registrant’s Bylaws is not exclusive of any other rights to which a director or officer may be entitled. The general effect of the foregoing provisions may be to reduce the circumstances under which an officer or director may be required to bear the economic burden of the foregoing liabilities and expenses.

The registrant also maintains director and officer liability insurance against certain claims and liabilities which may be made against the registrant’s former, current or future directors or officers.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits . The exhibits listed in the accompanying Exhibit Index are filed (except where otherwise indicated) as part of this registration statement.

(b) Financial Statement Schedules . No financial statement schedules are required to be filed.

(c) Opinions . The opinion of Morgan Stanley & Co. Incorporated (attached to the proxy circular/prospectus which forms a part of this registration statement as Annex B ) is furnished as part of this registration statement.

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Item 22. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes as follows:

(1) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by

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persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(2) The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (c)(1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(e) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(f) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Sussex, State of Wisconsin, on March 5, 2010.

	QUAD/GRAPHICS, INC.


	By:	/s/ J. Joel Quadracci
		J. Joel Quadracci
		Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints J. Joel Quadracci and John C. Fowler, and each of them individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date

/s/ J. Joel Quadracci	Chairman, President and Chief	March 5, 2010
J. Joel Quadracci	Executive Officer

/s/ John C. Fowler	Senior Vice President and Chief	March 5, 2010
John C. Fowler	Financial Officer (Principal Financial
	Officer)

/s/ David J. Honan	Vice President and Corporate Controller	March 5, 2010
David J. Honan	(Principal Accounting Officer)

/s/ Betty E. Quadracci	Director	March 5, 2010
Betty E. Quadracci

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Signature	Title	Date

/s/ William J. Abraham, Jr.	Director	March 5, 2010
William J. Abraham, Jr.

/s/ Douglas P. Buth	Director	March 5, 2010
Douglas P. Buth

/s/ Christopher B. Harned	Director	March 5, 2010
Christopher B. Harned

/s/ John S. Shiely	Director	March 5, 2010
John S. Shiely

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EXHIBIT INDEX

Exhibit Number		Document Description

(2)+		Arrangement Agreement, dated as of January 25, 2010, between Quad/Graphics, Inc. and World Color Press Inc. (attached to the proxy circular/prospectus which forms a part of this registration statement as Annex A )
(4.1)		Form of Amended and Restated Articles of Incorporation of Quad/Graphics, Inc. to be in effect as of the effective time of the arrangement (attached to the proxy circular/prospectus which forms a part of this registration statement as Annex C )
(4.2)		Form of Amended Bylaws of Quad/Graphics, Inc. to be in effect as of the effective time of the arrangement (attached to the proxy circular/prospectus which forms a part of this registration statement as Annex D )
(4.3)		Second Amended and Restated Revolving Credit Facility, dated December 7, 2005, among Quad/Graphics, Inc., certain subsidiaries of Quad/Graphics, Inc., U.S. Bank National Association, JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, Ltd., Wachovia Bank, National Association, M&I Marshall & Ilsley Bank, SunTrust Bank and The Northern Trust Company
(4.4)		Note Agreement, dated September 1, 1995, among Quad/Graphics, Inc., certain subsidiaries of Quad/Graphics, Inc. and the purchasers named therein
(4.5)*		First Amendment and Consent, dated June 1, 1996, to the Note Agreement, dated September 1, 1995, among Quad/Graphics, Inc., certain subsidiaries of Quad/Graphics, Inc. and the purchasers named therein
(4.6)*		Second Amendment, dated as of March 24, 1998 , to the Note Agreement, dated September 1, 1995, among Quad/Graphics, Inc., certain subsidiaries of Quad/Graphics, Inc. and the purchasers named therein
(4.7)*		Third Amendment, dated as of January 26, 2006, to the Note Agreement, dated September 1, 1995, among Quad/Graphics, Inc., certain subsidiaries of Quad/Graphics, Inc. and the purchasers named therein

		Certain other instruments, which would otherwise be required to be listed above, have not been so listed as such instruments do not authorize long-term debt securities in an amount that exceeds 10% of the total assets of Quad/Graphics, Inc. and its subsidiaries on a consolidated basis. Quad/Graphics, Inc. agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.
(5)		Opinion of Foley & Lardner LLP regarding the validity of the securities being registered
(9.1)		Amended and Restated Voting Trust Agreement, dated as of April 29, 2000, by and among Harry V. Quadracci, as initial trustee, Betty Ewens Quadracci, J. Joel Quadracci, Elizabeth M. Quadracci-Harned and Kathryn Quadracci Flores
(9.2)		First Amendment, dated as of June 1, 2001, to Amended and Restated Voting Trust Agreement, dated as of April 29, 2000, by Harry V. Quadracci, as initial trustee
(9.3)		Second Amendment, dated as of October 2004, to Amended and Restated Voting Trust Agreement, dated as of April 29, 2000, by James Joel Quadracci, Elizabeth M. Quadracci-Harned, Thomas A. Quadracci and David Blais, as trustees
(10.1)		1999 Nonqualified Stock Option Plan
(10.2)		Form of Stock Option Agreement under the 1999 Nonqualified Stock Option Plan
(10.3)		Form of Director Stock Option Agreement under the 1999 Nonqualified Stock Option Plan
(10.4)*		1990 Stock Option Plan
(10.5)*		Form of 2005 Amendment to Stock Option Agreements
(10.6)*		Form of 2008 Amendment to Stock Option Agreements
(10.7)		Dividend/Discount Deferred Compensation Plan
(10.8)*		Summary of 2009 Annual Cash Incentive Program
(10.9)*		Employment Agreement, effective as of January 1, 2004, by and between Quad/Graphics, Inc. and James Joel Quadracci
(10.10)*		Amendment No. 1, effective as of July 1, 2006, to Employment Agreement, effective as of January 1, 2004, by and between Quad/Graphics, Inc. and James Joel Quadracci
(10.11)*		Employment Agreement, effective as of January 1, 2004, by and between Quad/Graphics, Inc. and John C. Fowler

Table of Contents

(10.12)*		Employment Agreement, effective as of January 1, 2004, by and between Quad/Graphics, Inc. and David A. Blais
(10.13)*		Employment Agreement, effective as of January 1, 2004, by and between Quad/Graphics, Inc. and Thomas J. Frankowski
(10.14)*		Employment Agreement, effective as of January 1, 2004, by and between Quad/Graphics, Inc. and Elizabeth E. Quadracci
(10.15)		Form of Executive Salary Continuation Plan for James Joel Quadracci, Elizabeth E. Quadracci, John C. Fowler, David A. Blais and Thomas J. Frankowski
(10.16)		Executive Supplemental Retirement Plan
(10.17)		Summary of Non-Employee Director Compensation
(21)		Subsidiaries of Quad/Graphics, Inc.
(23.1)		Consent of Deloitte & Touche LLP
(23.2)		Consent of KPMG LLP
(23.3)		Consent of Foley & Lardner LLP (contained as part of Exhibit (5))
(24)		Powers of Attorney (contained as part of the signature page hereto)
(99.1)*		Form of World Color Press Inc. Proxy Card
(99.2)		Consent of Morgan Stanley & Co. Incorporated
(99.3)		Voting and Support Agreement, dated January 25, 2010, among World Color Press Inc. and the trustees and certain beneficiaries of the Quad/Graphics, Inc. Voting Trust (incorporated by reference to Exhibit 99.3 to the Form 6-K filed by World Color Press Inc. on January 27, 2010)

+ The disclosure schedules to the agreement are not being filed herewith. The registrant agrees to furnish supplementally a copy of any such schedules to the Securities and Exchange Commission upon request.

* To be filed by amendment.

Exhibit 4.3

Execution

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made and entered into as of December 7, 2005 by and among QUAD/GRAPHICS, INC., a Wisconsin corporation (the “ Company” ), QUAD/TECH, INC., a Wisconsin corporation (“ Quad/Tech” ), DUPLAINVILLE TRANSPORT, INC., a Wisconsin corporation (“ DuPlainville” ), QUAD/CREATIVE, LLC., a Delaware limited liability company (“ Quad/Creative” ), CHEMICAL RESEARCH/TECHNOLOGY CO., a Wisconsin general partnership (“ Chemical Partnership” ), QUAD/WEST, INC., a Delaware corporation (“ Quad/West” ), THE QUAD TECHNOLOGY GROUP, INC., a Wisconsin corporation (“ Quad/Technology” ), QUAD/MED, LLC., a Delaware limited liability company (“ Quad/Med” ), QUAD/TECH EAST, INC. (f/k/a Quad/Electric, Inc.), a Wisconsin corporation (“ QT East” ), SILVER SPRING REALTY, INC., a Wisconsin corporation (“ Silver Spring” ), P-DIRECT, LLC (f/k/a Parcel/Direct, Inc.), a Wisconsin limited liability company (“ Parcel/Direct” ), GRAPHIC SERVICES, INC., a Delaware corporation (“ Graphic Services ”), CHILD DAY CARE AND LEARNING SERVICES, INC., a Wisconsin corporation (“ CDCLS ”), Imaging Technology Group, Inc., a Delaware corporation (“ITG”), Graphic Imaging Technology, LLC, a Delaware limited liability company (“GIT”), Graphic Prepress and Imaging Technology, LP, a Texas limited partnership (“GPIT”), QUAD/AIR, LLC (f/k/a Quad Air, Inc.), a Wisconsin limited liability company (“Quad Air”), Quad/Greenfield, LLC, a Wisconsin limited liability company (“QGreenfield”), QUADSYSTEMS, INC., a Wisconsin corporation (“Systems”), QUAD TRANSPORTATION SERVICES, LLC, a Wisconsin limited liability company (“QTS”), and QUAD/MED MISSOURI, INC., a Delaware corporation (“QMM”) (the Company, Quad/Tech, DuPlainville, Quad/Creative, Chemical Partnership, Quad/West, Quad/Technology, Quad/Med, QT East, Silver Spring, Parcel/Direct, Graphic Services, CDCLS, ITG, GIT, GPIT, Quad Air, Qgreenfield, Systems, QTS and QMM are collectively referred to as the “ Companies” ) (all of the Companies except the Company are signing below as the initial Restricted Subsidiaries [as defined below]), U.S. BANK NATIONAL ASSOCIATION (formerly First Bank National Association), a national banking association (“ U.S. Bank” , also the “Lead Arranger”), JPMORGAN CHASE BANK, N.A. formerly Bank One, NA, a national banking association) (“ JPMChase ”, also the “Documentation Agent”), MIZUHO CORPORATE BANK, LTD. (formerly The Industrial Bank of Japan, Limited) a Japanese banking corporation (“ Mizuho ”), WACHOVIA BANK, NATIONAL ASSOCIATION formerly First Union National Bank, a national banking association (“ Wachovia” , also a “Syndication Agent”), M&I MARSHALL & ILSLEY BANK, a Wisconsin banking corporation (“ M&I” , also a “Syndication Agent”), SUNTRUST BANK (formerly SUNTRUST BANK, CENTRAL FLORIDA, N.A.), a Georgia banking corporation (“SunTrust”), and THE NORTHERN TRUST COMPANY (“Northern Trust”) (U.S. Bank, JPMChase, Mizuho, Wachovia, M&I, SunTrust and Northern Trust are hereafter each referred to as a “ Bank” and are collectively referred to as the “ Banks” ), and U.S. Bank as administrative agent for the Banks (in such capacity, the “ Administrative Agent” ).

W I T N E S S E T H :

WHEREAS, certain of the Companies, certain of their Subsidiaries, and the Banks are parties to that certain Amended and Restated Credit Agreement dated as of November 1, 2001, as amended by a First Amendment to Amended and Restated Credit Agreement dated as of September 18, 2003, (as so amended, the “Existing Credit Agreement”); and

WHEREAS, the parties to the Existing Credit Agreement desire to amend and restate the Existing Credit Agreement in its entirety and Systems, QTS and QMM desire to join as parties to the Agreement;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree that the Existing Credit Agreement be, and it hereby is, amended and restated in its entirety to read as follows:

SECTION 1. DEFINITIONS

1.1. Defined Terms . As used in this Agreement, the following terms shall be defined as set forth below:

“ Acceptance ” shall mean a Draft that is eligible for discount pursuant to paragraph 7 of Section 13 of the Federal Reserve Act and that has been duly accepted by the Administrative Agent pursuant to subsection 2.18 hereof.

“ Acceptance Facility” shall mean the credit facility granted to the Companies by the Banks pursuant to subsections 2.1 and 2.18 hereof.

“ Adjusted Consolidated Net Worth” shall mean, at any particular time, without duplication, the sum of Consolidated Net Worth plus the net book value of the Company’s and its Restricted Subsidiaries’ investment in Unrestricted Subsidiaries.

“ Adjusted Net Worth” shall mean, for any Subsidiary of the Company as of any date of determination thereof, the excess of (i) the amount of the fair saleable value of the assets of such Subsidiary as of the date of such determination, determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors over (ii) the amount of all liabilities of such Subsidiary, contingent or otherwise, as of the date of such determination, determined on the basis provided in clause (i) above. In determining the Adjusted Net Worth of any Restricted Subsidiary of the Company for purposes of calculating the Maximum Liability Amount for such Restricted Subsidiary in respect of any Extension of Credit, the liabilities of such Restricted Subsidiary to be used in such determination pursuant to clause (ii) of the foregoing sentence shall in any event include the liabilities of such Restricted Subsidiary hereunder and under the other Loan Documents in respect of all Extensions of Credit other than the Extension of Credit in respect of which such calculation is being made.

“ Agreement ” shall mean this Second Amended and Restated Credit Agreement, as the same may be amended, supplemented or modified from time to time.

“ Anniversary Date ” shall mean any anniversary of the Effective Date.

“ Applicable Fee Percentage ”: shall mean, subject to the last two sentences of this definition, with respect to the period beginning on the day the compliance certificate required by Section 5.2(c) for the most recent fiscal quarter end is delivered and ending on the date the compliance certificate for the last fiscal month of the next fiscal quarter is required to be delivered, the “Applicable Fee Percentage” specified in the table below with respect to each Bank’s Commitment (without regard to usage):

Minimum Interest	Fee
Coverage Ratio	Percentage

Greater than 5.0	.15	%

Greater than 4.0 and less than or equal to 5.0	.175	%

Greater than 3.0 and less than or equal to 4.0	.225	%

Less than or equal to 3.0	.300	%

For the period beginning on the Effective Date and ending on the earlier of the date the compliance certificate required by Section 5.2(c) with respect to the quarter ending December 31, 2005 is actually, or is required to be, delivered, the Applicable Fee Percentage shall be the Applicable Fee Percentage specified above for a Minimum Interest Coverage Ratio of greater than 5.0 to 1.0. For any period beginning on a day the compliance certificate required by Section 5.2(c) with respect to the last fiscal quarter is required to be, but is not, delivered and ending on the date such compliance certificate is delivered, the Applicable Fee Percentage shall be the Applicable Fee Percentage specified above for a Minimum Interest Coverage Ratio of less than or equal to 3.0 to 1.0.

“ Applicable Margin ” shall mean, subject to the last three sentences of this definition, with respect to the period beginning on the day the compliance certificate required by Section 5.2(c) with respect to the most recent fiscal quarter end is delivered and ending on the date the compliance certificate with respect to the last fiscal month of the next fiscal quarter is required to be delivered, the “Applicable Margin” specified in the table below with respect to the Floating Rate or LIBOR Rate, as appropriate:

Minimum Interest	LIBOR		Floating
Coverage Ratio	Rate		Rate

Greater than 5.0	.65	%	0	%

Greater than 4.0	.800	%	0	%

and less than or equal to 5.0

Greater than 3.0 and less than or equal to 4.0	.950	%	0	%

Less than or equal to 3.0	1.250	%	0	%

For the period beginning on the Effective Date and ending on the earlier of the date the compliance certificate required by Section 5.2(c) with respect to the quarter ending December 31, 2005 is actually, or is required to be, delivered, the Applicable Margin shall be the Applicable Margin specified above for a Minimum Interest Coverage Ratio of greater than 5.0 to 1.0. For any period beginning on a day the compliance certificate required by Section 5.2(c) with respect to the last fiscal quarter is required to be, but is not, delivered and ending on the date such compliance certificate is delivered, the Applicable Margin shall be the Applicable Margin specified above for a Minimum Interest Coverage Ratio of less than or equal to 3.0 to 1.0. The Applicable Margin shall change as to all outstanding Floating Rate Loans and Eurodollar Loans on the date of any change in the Applicable Margin described in this definition.

“ Available Commitment ” shall mean, as to any Bank, at any time, an amount equal to the remainder of (i) the amount of such Bank’s Commitment at such time minus (ii) the sum of, without duplication, (A) the aggregate unpaid principal amount at such time of all outstanding Revolving Loans made by such Bank hereunder, (B) such Bank’s Pro Rata Share of the face amount of all Acceptances then outstanding, and (C) such Bank’s Pro Rata Share of any outstanding obligations to make payment with respect to Acceptances.

“ Bid Banker’s Acceptance ” shall mean a draft that is eligible for discount pursuant to paragraph 7 of section 13 of the Federal Reserve Act and that has been duly accepted by a Bank pursuant to subsection 2.19(g) hereof.

“ Bid Banker’s Acceptance Certificate ” shall mean a properly completed certificate substantially in the form of Exhibit B hereto.

“ Bid Banker’s Acceptance Creation Date ” shall mean a Business Day on which the creation of a Bid Banker’s Acceptance occurs or is proposed to occur.

“ Bid Banker’s Acceptance Facility ” shall mean the credit facility granted by the Banks to the Company pursuant to subsections 2.1 and 2.19 hereof.

“ Bid Banker’s Acceptance Financing ” shall mean a financing consisting of the simultaneous creation of Bid Banker Acceptances from each of the Banks whose offer to create a Bid Banker’s Acceptance as part of such financing has been accepted by the Company under the auction bidding procedures described in subsection 2.19 hereof.

“ Bid Banker’s Acceptance Obligation ” shall mean the obligation of the Companies with respect to matured Bid Banker’s Acceptances as set forth in subsection 2.19(h) hereof.

“ Bid Banker’s Acceptance Tender ” shall have the meaning set forth in subsection 2.19(d) hereof.

“ Bid Banker’s Acceptance Tender Request Notice ” shall mean a notice in the form of Exhibit C-1 hereto given by the Company pursuant to subsection 2.19(b) hereof.

“ Bid Loan ” shall mean a loan made by a Bank pursuant to subsection 2.20 hereof.

“ Bid Loan Facility ” shall mean the credit facility granted by the Banks to the Company pursuant to subsections 2.1 and 2.20 hereof.

“ Bid Loan Financing ” shall mean a financing consisting of the simultaneous making of Bid Loans by each of the Banks whose offer to make a Bid Loan as part of such financing has been accepted by the Company under the auction bidding procedures described in subsection 2.20 hereof.

“ Bid Loan Note ” shall have the meaning set forth in subsection 2.20(g) hereof.

“ Bid Loan Obligation ” shall mean the obligation of the Companies with respect to matured Bid Loans as set forth in subsection 2.20(h) hereof.

“ Bid Loan Schedule ” shall mean a schedule substantially in the form of the Bid Loan Schedule attached to Exhibit G-3-1 hereto.

“ Bid Loan Tender ” shall have the meaning set forth in subsection 2.20(d) hereof.

“ Bid Loan Tender Request Notice ” shall mean a notice in the form of Exhibit C-2 hereto given by the Company pursuant to subsection 2.20(b) hereof.

“ Board ” shall mean the Board of Governors of the Federal Reserve System.

“ Borrowing Date ” shall mean any Business Day specified in a notice pursuant to subsection 2.4, 2.17 or 2.20 hereof as a date on which the Company requests the Banks or the Administrative Agent to make Revolving Loans, Swing-Line Loans or Bid Loans hereunder.

“ Business Day ” shall mean a day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York, or Minneapolis, Minnesota are authorized or required by law to close, except that when used in connection with a rate determination, borrowing or payment in respect of a Eurodollar Loan, such day shall also be a day on which dealings between banks are carried on in U.S. dollar deposits in London, England, New York, New York, and Minneapolis, Minnesota.

“ Change in Control ” shall mean any event which results in the legal or beneficial ownership of shares of Voting Stock of the Company granting the holder or holders thereof a majority of the votes for the election of a majority of the Board of Directors of the Company being owned by any Person or group of Persons acting in concert other than Harry V. Quadracci, Harry R. Quadracci and Thomas A. Quadracci, their respective spouses and descendants, spouses of any such descendants, the executors, administrators, guardians or conservators of the estates

of any of the foregoing Persons and trustees holding shares of Voting Stock of the Company for the benefit of any said Person and any employee stock ownership plan of the Company whose trustee or a majority of whose trustees are Harry V. Quadracci, Harry R. Quadracci and Thomas A. Quadracci, or any of them.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“ Commission ” shall mean, subject to the last two sentences of this definition, with respect to the period beginning on the day the compliance certificate required by Section 5.2(c) with respect to the most recent fiscal quarter end is delivered and ending on the date the compliance certificate with respect to the last fiscal month of the next fiscal quarter is required to be delivered, with respect to each Acceptance, the relevant percentage per annum set forth below, applied to the amount of such Acceptance for the period from the date thereof to the date of its maturity on the basis of a year of 360 days:

Minimum Interest
Coverage Ratio	Commission

Greater than 5.0	.650	%

Greater than 4.0 and less than or equal to 5.0	.800	%

Greater than 3.0 and less than or equal to 4.0	.950	%

Less than or equal to 3.0	1.250	%

For the period beginning on the Effective Date and ending on the earlier of the date the compliance certificate required by Section 5.2(c) with respect to the quarter ending December 31, 2005 is actually, or is required to be, delivered, the Commission shall be the Commission specified above for a Minimum Interest Coverage Ratio of greater than 5.0 to 1.0. For any period beginning on a day the compliance certificate required by Section 5.2(c) with respect to the last fiscal quarter is required to be, but is not, delivered and ending on the date such compliance certificate is delivered, the Commission shall be the Commission specified above for a Minimum Interest Coverage Ratio of less than or equal to 3.00 to 1.0.

“ Commitment ” shall mean, as to any Bank, its obligations to make Revolving Loans to the Companies pursuant to subsections 2.2 and 2.17(c) hereof, and to purchase participations in, and make payments with respect to, Acceptances created in accordance with subsection 2.18 hereof, respectively, all in an aggregate principal amount not to exceed at any one time outstanding the amount set forth opposite its name under “ Commitment ” in Exhibit E-1 hereto, as such amount may be reduced from time to time as provided herein.

“ Commitment Period ” shall mean the period commencing on, and including, the Effective Date and continuing until, but not including, the Termination Date.

“ Common Stock ” shall mean the voting common stock of the Company.

“ Commonly Controlled Entity ” shall mean an entity, whether or not incorporated, which is under common control with the Company within the meaning of Section 4001 of ERISA.

“ Companies ” shall mean, at any time, the Company and its Restricted Subsidiaries as of the date of determination.

“ Company Affiliate ” shall mean any Person other than a Subsidiary of the Company which, directly or indirectly, controls or is controlled by or is under common control with the Company. For the purpose of this definition, “ control ” (including, with correlative meanings, the terms “ controlled by ” and “ under common control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies, either directly or indirectly, whether through the ownership of voting securities or by contract or otherwise of any Person.

“ Consolidated Indebtedness ” shall mean all Indebtedness of the Company and its Restricted Subsidiaries consolidated in accordance with GAAP.

“ Consolidated Net Worth ” shall mean, at any particular time, the face amount of the capital stock of the Company plus (or minus in the case of a deficit) all additional paid-in capital, surplus and retained earnings of the Company and its Restricted Subsidiaries, minus the sum of (i) the cost of shares of capital stock (including common stock and preferred stock) of the Company held by the Company as treasury stock or held by one of its Subsidiaries and (ii) the net book value of the Company’s and its Restricted Subsidiaries’ investment in Unrestricted Subsidiaries and (iii) all Indebtedness, Contingent Obligations or other Liabilities of Unrestricted Subsidiaries to or guaranteed by the Company or its Restricted Subsidiaries (other than Unrestricted Subsidiary Trade Payables) and (iv) the amount (if any) by which (x) intangible assets of the Company and its Restricted Subsidiaries under GAAP (including, without limitation, goodwill, patents, trademarks, tradenames, copyrights, franchises and deferred charges [including, but not limited to, unamortized debt discount and expense, organization costs and deferred research and development expense]) exceeds (y) 5% of the total assets of the Company and its Restricted Subsidiaries as of the most recently completed calendar quarter, total assets to be determined in accordance with GAAP consistent with those used in the preparation of the audit report referred to in subsection 3.1 hereof.

“ Consolidated Total Liabilities ” shall mean at any time, without duplication, the sum of all Indebtedness, all Contingent Obligations, and all Liabilities of the Company and its Restricted Subsidiaries determined on a consolidated basis; provided, however, that Consolidated Total Liabilities shall not include any obligation of the Company or any Restricted Subsidiary in respect of documentary letters of credit that are issued for the account of the Company or such Restricted Subsidiary and that provide for drawings thereunder upon presentation of documents relating to the purchase by the Company or such Restricted Subsidiary of goods.

“ Contingent Obligation ” shall mean, as to any Person, any guarantee of Indebtedness or any other obligation of any second Person or any assurance with respect to the financial condition of any second Person, whether direct, indirect or contingent, including without limitation any purchase or repurchase agreement or other arrangement of whatever nature having the effect of assuring or holding harmless any third Person against loss with respect to any obligation of such second Person; provided, however, that the term Contingent Obligation shall not include (i) endorsements of instruments for deposit or collection in the ordinary course of business or (ii) any obligations to reimburse an issuer of a letter of credit to the extent that the letter of credit assures payment of obligations otherwise constituting Indebtedness.

“ Contractual Obligation ” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its Property is bound.

“ Default ” shall mean any of the events specified in Section 7 hereof, whether or not any requirement for giving of notice, the lapse of time, or both, or any other condition has been satisfied.

“ Discount Charge ” shall have the meaning specified in subsection 2.18(c) hereof.

“ Dollars ” and “ $ ” shall mean dollars in lawful currency of the United States of America.

“ Dollar Amount ” of any currency at any date shall mean (i) the amount of such currency if such currency is U.S. Dollars or (ii) the Equivalent Amount thereof if such currency is any currency other than U.S. Dollars. Unless otherwise expressly provided, all references herein to the “Dollar Amount” of any Loan shall mean the Dollar Amount of the outstanding principal amount of such Loan.

“ Draft ” shall have the meaning specified in subsection 2.18(c) hereof.

“ Drawing ” shall have the meaning specified in subsection 2.18(a) hereof.

“ Drawing Date ” shall have the meaning specified in subsection 2.18(b) hereof.

“ Effective Date ” shall mean the date on which the conditions set forth in subsections 4.1 through 4.4 shall have been satisfied.

“ Equivalent Amount ” of any currency at any date shall mean the equivalent in U.S. Dollars of such currency, calculated on the basis of the arithmetic mean of the buy and sell spot rates of exchange of the Administrative Agent, or an Affiliate of the Administrative Agent, in the London interbank market (or other market where the Administrative Agent’s foreign exchange operations in respect of such currency are then being conducted) for such other currency at or about 11:00 a.m. (local time applicable to the transaction in question) on the date on which such amount is to be determined, rounded up to the nearest amount of such currency as determined by the Administrative Agent from time to time; provided, however, that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, or an Affiliate of the Administrative Agent may use any reasonable method it deems appropriate (after

consultation with the Company) to determine such amount, and such determination shall be conclusive absent error.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same may, from time to time, be supplemented or amended.

“ Eurodollar Loans ” shall mean loans hereunder at such time as they are made and/or being maintained at a rate of interest based upon a LIBOR Rate, including, without limitation, Foreign Currency Loans; one of the Eurodollar Loans, a “ Eurodollar Loan ”.

“ Euro ” means the euro referred to in Council Regulation (EC) No. 1103/97 dated June 17, 1997 passed by the Council of the European Union, or, if different, the then lawful currency of the member states of the European Union that participate in the third stage of Economic and Monetary Union.

“ Event of Default ” shall mean any of the events specified in Section 7 hereof, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“ Excluded Taxes ” means, in the case of the Administrative Agent or any Bank, taxes imposed on its overall net income, and franchise taxes imposed on it, by (i) the jurisdiction under the laws of which the Administrative Agent or such Bank is incorporated or organized or (ii) the jurisdiction in which the Administrative Agent’s or such Bank’s principal executive office or any lending installation of such Bank is located.

“ Existing Credit Agreement ” shall have the meaning specified in the first WHEREAS clause on the second page of this Agreement.

“ Extension of Credit ” shall mean (i) all Revolving Loans, Foreign Currency Loans, Swing-Line Loans, Bid Loans or advances made to the Companies under any Loan Document, (ii) Acceptances, (iii) all Bid Banker’s Acceptances, (iv) all other extensions of credit to or for the benefit of the Companies under any Loan Document, and (v) to the extent not otherwise included in the foregoing, all Obligations; provided, however, that for purposes of the definitions of the terms “Maximum Liability Amount” and “Valuable Transfer” contained in this subsection 1.1, the term “Extension of Credit” shall include any Extension of Credit made under this Agreement.

“ Federal Funds Rate ” shall mean, for any date, the overnight effective borrowing rate per annum for such date (or, if such date is not a Business Day, the last Business Day preceding such date) for reserves in amounts of $1,000,000 or more traded among commercial banks as published in Fed. Release H.15(519) or, if such publication or a substitute containing the foregoing rate information shall not be published by the Board of Governors of the Federal Reserve System in respect of such date, then a rate determined on the basis of other sources reasonably selected by the Administrative Agent.

“ Fixed Charge Coverage Ratio ” shall mean, at any date of determination, the ratio, calculated without duplication, of (i) net income minus S Corporation Tax Distributions, plus, (A) the Companies’ income tax expense (or minus any income tax credit), whether current or

deferred, to the extent deducted from (or added to) income before taxes in determining net income less the amount set forth as the current tax provision on the Companies’ income statement for the period of determination, (B) interest expense, (C) depreciation expense, (D) amortization expense, (E) rent expense, and (F) any losses (or minus any gains) arising from the sale of assets, each as determined in accordance with GAAP consistently applied on a consolidated basis for the Company and its Restricted Subsidiaries, but excluding any equity of the Company or any Restricted Subsidiary in the unremitted earnings of any Unrestricted Subsidiary and further excluding earnings of any Unrestricted Subsidiary prior to its becoming a Restricted Subsidiary, for the four consecutive quarterly periods ended on such date to (ii) the sum of (w) interest expense, (x) rent expense, (y) scheduled principal payments with respect to Indebtedness for borrowed money which by its terms matures more than one year from the date of determination thereof, or which is extendible or renewable at the option of the obligor to a time more than 12 months from the date of determination thereof, and (z) scheduled rent payments with respect to any lease of property, real or personal, which in accordance with GAAP would be required to be capitalized on a balance sheet of the lessee (but excluding therefrom the portion of such rent that is imputed interest), each as determined in accordance with GAAP consistently applied on a consolidated basis for the Company and its Restricted Subsidiaries for the four consecutive quarterly periods ended on such date.

“ Floating Rate ” shall mean, for any date, the higher of (i) the Prime Rate; or (ii) the Federal Funds Rate plus one-half of one percent (0.5%) per annum.

“ Floating Rate Loans ” shall mean loans hereunder at such time as they are made and/or being maintained at a rate of interest based upon the Floating Rate; one of the Floating Rate Loans, a “ Floating Rate Loan ”.

“ Foreign Currency ” shall mean Pounds Sterling, Euros or Yen, as designated by the Company in the applicable notice of borrowing for a Foreign Currency Loan.

“ Foreign Currency Loans ” shall mean Revolving Loans denominated in Foreign Currency and made available pursuant to Section 2.2 hereof.

“ Foreign Currency Loan Sublimit ”: Shall mean the Equivalent Amount of $25,000,000 for all Foreign Currency Loans, in the aggregate at any time outstanding.

“ Foreign Exchange Agreement ” shall mean any agreement entered into by the Company and/or any Restricted Subsidiary of the Company providing, in substance, for the sale or exchange by the Company or such Restricted Subsidiary at a future date of an amount of one or more currencies for an amount of one or more other currencies.

“ GAAP ” shall mean generally accepted accounting principles in the United States of America in effect from time to time.

“ Governmental Authority ” shall mean any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing.

“ Hedging Agreement ” shall mean any Interest Rate Agreement, treasury lock or forward starting swap, Foreign Exchange Agreement, commodity price protection agreement, interest rate swap, or other interest or currency exchange rate or commodity price and energy hedging agreements, entered into for the purpose of hedging the Companies’ exposure to interest or exchange rates, loan credit exchange, security or currency valuations or commodity prices, whether such exposure exists at the inception of the Hedging Agreement or is anticipated to arise thereafter, and not for speculative purposes.

“ Indebtedness ” shall mean, and shall include, as to any Person, at a particular time, (a) all indebtedness for borrowed money or for the deferred purchase price of Property or services in respect of which such Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which such Person otherwise assures a creditor against loss (excluding liability under negotiable instruments endorsed by such Person in the ordinary course of business for collection or deposit), (b) obligations of such Person, contingently or otherwise, as obligor, guarantor or otherwise under leases of real or personal property or any comparable arrangement with respect to use or title which are, shall have been, or should be, in accordance with GAAP, capitalized, (c) indebtedness arising under acceptance facilities and the face amount of all letters of credit (excluding letters of credit used by that Person to secure obligations of that Person to the extent such obligations otherwise constitute Indebtedness of such Person) issued for the account of such Person and, without duplication, all drafts drawn thereunder, (d) all liabilities secured by any Lien on any Property owned by such Person even if such Person has not assumed or otherwise become liable for the payment thereof, (e) any liability of such Person or a Commonly Controlled Entity to a Plan, and (f) any other obligations (other than deferred taxes) which are required by GAAP to be shown as liabilities on its balance sheet and which are payable or remain unpaid.

“ Interest Payment Date ” shall mean (a) as to any Floating Rate Loan, the last day of each March, June, September and December commencing on the first of such days to occur after a Floating Rate Loan is made or a Eurodollar Loan is converted to a Floating Rate Loan and at maturity, (b) as to any Eurodollar Loan, the last day of each Interest Period, unless the duration of such Interest Period exceeds three months, in which case the Interest Payment Date shall be the date that is three months after the first day of such Interest Period and also the last day of such Interest Period, and, in all cases, at maturity.

“ Interest Period ” shall mean with respect to any Eurodollar Loan:

(i) initially, the period commencing on, as the case may be, the borrowing or conversion date with respect to such Eurodollar Loan and ending one, two, three, or six months thereafter, as selected by the Company, as the case may be, in its notice of borrowing provided in subsection 2.4 or its notice of conversion as provided in subsection 2.8; and

(ii) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Rate Loan and ending one, two, three or six months thereafter as selected by the Company in a notice satisfying subsection 2.4 given before the end of the next preceding Interest Period (and if the Company fails to give such notice the Company shall be deemed to have selected the Prime Rate),

provided , that all of the foregoing provisions relating to Interest Periods are subject to the following:

(A) if any Interest Period would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(B) any Interest Period pertaining to a Eurodollar Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month;

(D) for purposes of determining the availability of Interest Periods in respect of Eurodollar Loans, such Interest Periods shall be deemed available if the Administrative Agent is able to quote a rate as provided in the definition of LIBOR Rate.

“ Interest Rate Agreement ” shall mean any agreement entered into by the Company and/or any Restricted Subsidiary of the Company providing, in substance, for the Company or such Restricted Subsidiary to pay to the other party or parties thereto a fixed or fluctuating rate amount, and receive from the other party or parties thereto a fluctuating or fixed rate amount, respectively, applied to a notional principal amount, under such agreement.

“ Invitation to Tender for Bid Banker’s Acceptances ” shall mean an invitation substantially in the form of Exhibit D-1 hereto, given by the Administrative Agent on behalf of the Company pursuant to subsection 2.19(c) hereof.

“ Invitation to Tender for Bid Loans ” shall mean an invitation substantially in the form of Exhibit D-2 hereto, given by the Administrative Agent on behalf of the Company pursuant to subsection 2.20(c) hereof.

“ Liabilities ” shall mean, as to any Person, at any date, all items which would, in conformity with GAAP be classified as liabilities on a balance sheet of such Person at such date but shall specifically exclude obligations which are offset by rights to payment as a bondowner under Phantom Bonds.

“ LIBOR Rate ” shall mean, with respect to each Interest Period applicable to Eurodollar Loans, including, as applicable, Foreign Currency Loans, the rate per annum equal to the offered rate for deposits in United States Dollars (or the applicable Foreign Currency), for delivery of such deposits on the first day of such Interest Period, for the number of days comprised therein, which appears on the Telerate Page 3750 or the applicable Telerate Page with respect to the applicable Foreign Currency, as of 11:00 a.m., London time, on the day that is two Business Days preceding the first day of such Interest Period. “Telerate Page 3750” means the display designated as page 3750 on Telerate System Incorporated (or such other page as may replace the

Page 3750 on that service for the purpose of displaying London interbank offered rates of major banks for United States Dollar deposits).

“ Lien ” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the UCC or comparable law of any jurisdiction), but shall not include a sale or lease in the ordinary course of business.

“ Loans ” shall mean, collectively, Revolving Loans (including any Foreign Currency Loans, Eurodollar Rate Loans and Floating Rate Loans comprising all or part of any Revolving Loans), Swing-Line Loans and Bid Loans; “Loan” shall mean a Revolving Loan (including any Foreign Currency Loan, Eurodollar Rate Loan or Floating Rate Loan comprising all or part of a Revolving Loan), a Swing- Line Loan or a Bid Loan, as the context may require.

“ Loan Documents ” shall mean this Agreement, the Notes, the Drafts, the drafts accepted in connection with the Bid Banker’s Acceptances and any schedule or exhibit thereto; one of the Loan Documents, a “ Loan Document ”.

“ Maximum Liability Amount ” shall mean, for any Restricted Subsidiary of the Company, (i) with respect to each Extension of Credit any proceeds of which are used to make a Valuable Transfer to such Restricted Subsidiary, the Amount of such Valuable Transfer, plus (ii) with respect to all proceeds of Extensions of Credit which are not used to make a Valuable Transfer to such Restricted Subsidiary, the lesser of (A) the Amount of such Extension of Credit and (B) the greatest of (1) ninety-five percent (95%) of the Adjusted Net Worth of such Restricted Subsidiary as of the end of the most recently concluded fiscal quarter of such Restricted Subsidiary ended on or prior to the date of such Extension of Credit, (2) ninety-five percent (95%) of the highest Adjusted Net Worth of such Restricted Subsidiary at the end of any fiscal quarter of such Restricted Subsidiary subsequent to the fiscal quarter referred to in clause (B)(1) and prior to the earlier of the date of the commencement of a case under Title 11 of the United States Code involving the Company or such Restricted Subsidiary or enforcement against the Company or such Restricted Subsidiary is sought and (3) ninety-five percent (95%) of the Adjusted Net Worth of such Restricted Subsidiary at the earlier of the date of the commencement of a case under Title 11 of the United States Code involving the Company or such Restricted Subsidiary and the date enforcement against the Company or such Restricted Subsidiary is sought. For purposes of the foregoing definition, the term “ Amount ” shall mean (a) with respect to Loans or advances constituting Extensions of Credit, the unpaid principal amount thereof and accrued interest thereon, (b) with respect to bankers’ acceptances constituting Extensions of Credit, the face amount thereof, together with fees and interest in respect thereof and (c) with respect to any other Extension of Credit, the aggregate amount of the liability of the Company or any Restricted Subsidiary in respect thereof.

“ Minimum Adjusted Consolidated Net Worth ” shall mean (i) at December 31, 2005, $625,000,000; and (ii) at the end of each calendar year thereafter through December 30 of the following calendar year, the Minimum Adjusted Consolidated Net Worth shall be the Minimum

Adjusted Consolidated Net Worth as of the end of the immediately prior calendar year, plus 40% of the Companies’ net income during the calendar year then ended (as computed in accordance with GAAP), without reduction to reflect any net loss, but after deduction of S Corporation Tax Distributions.

“ Minimum Interest Coverage Ratio ” shall mean, at any date, the ratio of (i) net income plus (A) income tax expense (or minus any income tax credit), whether current or deferred, to the extent deducted from (or added to) income before taxes in determining net income, (B) interest expense, (C) depreciation expense, (D) amortization expense, (E) rent expense and (F) any losses (or minus any gains) arising from the sale of assets, each as determined in accordance with GAAP consistently applied on a consolidated basis for the Company and its Restricted Subsidiaries, but excluding any equity of the Company or any Restricted Subsidiary in the unremitted earnings of any Unrestricted Subsidiary and further excluding earnings of any Unrestricted Subsidiary prior to its becoming a Restricted Subsidiary, for the four consecutive quarterly periods ended on such date to (ii) the sum of interest expense and rent expense, each as determined in accordance with GAAP consistently applied on a consolidated basis for the Company and its Restricted Subsidiaries for the four consecutive quarterly periods ended on such date.

“ Month ” shall mean any calendar month.

“ Multiemployer Plan ” shall mean, as to any Person, a Plan of such Person which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Notes ” shall mean, collectively, the Revolving Notes, the Swing-Line Note and the Bid Loan Notes; “ Note ” shall mean a Revolving Note, the Swing-Line Note or a Bid Loan Note, as the context may require.

“ Notice of Drawing ” shall have the meaning specified in subsection 2.18(b) hereof.

“ Obligations ” shall mean all the unpaid principal amount of, and accrued interest on, the Notes, and all other obligations and liabilities of the Company or any Subsidiary of the Company to the Administrative Agent or the Banks under, arising out of or in connection with this Agreement or the Notes or the other Loan Documents (including, without limitation, fees and expenses), whether now existing or hereafter incurred, direct or indirect, absolute or contingent, matured or not matured, joint or several, whether for principal, interest, reimbursement obligations or other obligations under or with respect to Acceptances or Bid Banker’s Acceptances, fees, expenses or otherwise.

“ Other Taxes ” shall have the meaning specified in subsection 2.22(ii).

“ Outstandings ” shall mean at the time of any determination, with respect to any Bank, without duplication, the sum of (i) the aggregate unpaid principal balance of all Revolving Loans (including, without limitation the unpaid principal balance of all Foreign Currency Loans), Bid Loans and, in the case of the Administrative Agent, Swing-Line Loans made by such Bank, (ii) such Bank’s Pro Rata Share of the aggregate unpaid face amount of all outstanding Acceptances, (iii) such Bank’s Pro Rata Share of any outstanding obligations to make payment with respect to Acceptances, (iv) the aggregate unpaid face amount of all Bid Banker’s Acceptances created by

such Bank, and (v) such Bank’s outstanding obligations to make payment with respect to Bid Banker’s Acceptances created by such Bank.

“ Partially Accepted Bid ” shall have the meaning specified in subsection 2.19(f)(1), with respect to Bid Bankers’ Acceptances, and in subsection 2.20(f)(1), with respect to Bid Loans.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“ Person ” shall mean an individual, partnership, joint venture, corporation, limited liability company, business trust, joint stock company, trust, unincorporated organization, Governmental Authority or other entity of whatever nature.

“ Phantom Bonds ” shall mean bonds issued in registered form under an indenture of trust by a state, municipality or political subdivision of either, if and only if: (i) the proceeds of such bonds are used by the issuer to purchase assets (other than Restricted Property); (ii) the issuer, as lessor, simultaneously leases the purchased assets to the Company or a Restricted Subsidiary, as lessee; (iii) the lease obligates the Company or Restricted Subsidiary that is lessee to make payments in amounts and at times sufficient to pay all debt service on the bonds and the lessee guarantees payment of the bonds; (iv) the lease provides that the lessee may re-purchase the leased assets for a nominal consideration at such time as the bonds have been paid in full; (v) the issuer assigns its interest in the lease and the leased assets to a trustee for the benefit of the holders of such bonds, and grants the trustee a perfected lien on the lease and leased assets, to secure payment of such bonds; and (vi) the lessee under the lease purchases and continues to hold all of the issue of bonds.

“ Plan ” shall mean as to any Person any employee benefit plan that is covered by ERISA and in respect of which that Person or a Commonly Controlled Entity of that Person is (or would be, within the five-year period prior to termination of such plan, deemed under Section 4069 to be) an “ employer ” as defined in Section 3(5) of ERISA.

“ Pounds Sterling ” or “ Pounds ” shall mean the currency of the United Kingdom.

“ Prime Rate ” shall mean the rate per annum publicly announced from time to time by U.S. Bank National Association in Minneapolis as its “ Prime Rate ,” which may be a rate at, above or below the rate at which U.S. Bank National Association lends to other persons.

“ Pro Rata Share ” shall mean: (i) with respect to any Bank listed in the preamble to this Agreement, the proportion, expressed as a percentage, which that Bank’s initial Commitment, as set out in Exhibit E-1 bears to the initial Total Commitments, as set out on Exhibit E-1, and as adjusted to reflect any assignment of all or a portion of the Commitments pursuant to subsection 9.9(c); and (ii) with respect to any Assignee, as defined in subsection 9.9(c), the Pro Rata Share assigned to that Assignee.

“ Property ” shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“ Reportable Event ” shall mean any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder.

“ Required Banks ” shall mean, at any date, Banks having an aggregate Pro Rata Share of at least 51 %.

“ Requirement of Law ” shall mean, as to any Person, the Articles of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, specifically including but not limited to ERISA and applicable environmental, occupational, safety and health and other labor laws, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Reserve Percentage ” shall mean, for any day, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board (or any successor or any other Governmental Authority), for determining the reserve requirement for the Administrative Agent in respect of new non-personal time deposits in dollars in Minneapolis, Minnesota having a maturity comparable to the relevant Interest Period for any advance and in an amount of $100,000 or more.

“ Responsible Officer ” shall mean, as to any of the Company or the Subsidiaries, the officers designated as Responsible Officers on the Designation of Responsible Officers form attached hereto as Exhibit U, as the same may be amended or replaced from time to time; provided, however, that as to any statements or certificates furnished in connection with this Agreement with respect to any financial matters (other than any writing delivered pursuant to Section 2.4 and 2.17), “Responsible Officer” shall mean the Senior Vice President of Finance or Treasurer in the case of the Company and the Treasurer in the case of any Subsidiary.

“ Restricted Property ” shall mean all assets of the Company and the Restricted Subsidiaries that are properly classified as current assets, in accordance with GAAP (including, specifically, cash, accounts receivable and inventory), whether now or hereafter acquired.

“ Restricted Subsidiary ” shall mean and include a Person whose financial statements are required to be consolidated with the Company’s financial statements in accordance with GAAP and which Person either (i) is a party to this Agreement, (ii) is designated as such in Exhibit F hereto, or (iii) is subsequently designated as such by resolution of the Board of Directors of such Person, provided that such designation would not result in the violation of any of the terms of this Agreement and provided , further , that the Company and such subsequently designated Restricted Subsidiary have each executed and delivered to the Administrative Agent a Restricted Subsidiary Agreement (in sufficient counterparts for distribution of an executed original to each Bank), together with an opinion of in-house counsel to the Company to the effect that the Restricted Subsidiary Agreement has been duly and validly authorized, executed and delivered by the proposed new Restricted Subsidiary and constitutes the valid and binding obligation of such proposed Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms and, pursuant to said Restricted Subsidiary Agreement, the proposed Restricted Subsidiary is jointly and severally obligated with respect to the payment of all Obligations outstanding and to be outstanding under this Agreement (subject to the right of such

Restricted Subsidiary to cease to be a Restricted Subsidiary pursuant to the next sentence of this definition). A Restricted Subsidiary may be designated an Unrestricted Subsidiary by resolution of the Board of Directors of the Company provided that (y) the Company provides at least ten (10 days prior written notice of the effective date of such designation to the Administrative Agent and (z) as of the effective date of such designation, no Default or Event of Default then exists and such designation would not result in a Default or Event of Default, and would not have resulted in a Default or Event of Default had such designation occurred as of the end of the fiscal quarter ending most recently prior to the date of such designation.

“ Restricted Subsidiary Agreement ” shall mean an agreement in the form of Exhibit P attached hereto.

“ Revolving Loan ” shall have the meaning specified in subsection 2.2 hereof.

“ Revolving Loan Facility ” shall mean the credit facility granted by the Banks to the Companies pursuant to subsections 2.1 and 2.2 through 2.16 hereof.

“ Revolving Note ” shall have the meaning specified in subsection 2.3 hereof.

“ S Corporation Tax Distributions ” shall mean distributions made to the Company’s shareholders to pay state and federal income taxes incurred by such shareholders on account of their status as such for any year in which the Company has elected to be taxed as an S Corporation under the Code calculated at the highest state and federal marginal tax rates applicable to such shareholders, taking into account the character of each separately stated item of taxable income, the federal tax benefit for state taxes and the phase-out of itemized deductions and credits and other offsets to tax.

“ Single Employer Plan ” shall mean, as to any person, any Plan of such Person which is not a Multiemployer Plan.

“ Swing-Line Loan ” shall have the meaning specified in subsection 2.17(a) hereof.

“ Swing-Line Loan Facility ” shall mean the credit facility granted by the Banks to the Companies pursuant to subsections 2.1 and 2.17 hereof.

“ Subsidiary ” shall mean, as to any Person, any corporation or other entity (including, without limitation, limited liability companies, partnerships, joint ventures and associations) of which shares of stock (or other ownership interests) having ordinary voting power (other than stock or other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation or such other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

“ Taxes ” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

“ Termination Date ” shall mean December 7, 2010 or such later date to which the Termination Date is extended pursuant to subsection 2.3(b) hereof.

“ Total Available Commitments ” shall mean, at any time, as to all the Banks collectively, the sum of the Available Commitments of all the Banks at such time.

“ Total Commitments ” shall mean, at any time, as to all the Banks collectively, the sum of the Commitments of all the Banks at such time.

“ Total Outstandings ” shall mean, at any time, as to all the Banks collectively, the sum of the Outstandings of all the Banks at such time.

“ UCC ” shall mean the Uniform Commercial Code as the same may from time to time be in effect in the State of Minnesota; provided that, in the event, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority or remedies with respect to the Administrative Agent or any Bank’s security interest (if any) in the Companies’ Property is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of Minnesota, the term “Uniform Commercial Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for the purposes of the provisions hereof relating to such attachment, perfection, priority or remedies and for purposes of definitions relation to such provisions.

“ Unrestricted Subsidiary ” shall mean any Subsidiary of the Company, other than a Restricted Subsidiary and any other Person whose financial statements are required to be consolidated with the Company’s financial statements in accordance with GAAP but which Person is not a Restricted Subsidiary.

“ Unrestricted Subsidiary Trade Payables ” shall mean a right of the Company or a Restricted Subsidiary to payment for goods sold or leased or services rendered to an Unrestricted Subsidiary, provided that such right to payment: (i) arose out of the sale or lease of goods or services, in the ordinary course of business and within the United States; (ii) is the valid, binding and legally enforceable obligation of the Unrestricted Subsidiary; (iii) has payment terms consistent with those imposed by the seller in similar transactions not involving Unrestricted Subsidiaries; (iv) is not past due; and (v) is not, as reasonably determined by the Administrative Agent, uncollectible.

“ Valuable Transfer ” shall mean, in respect of any Subsidiary of the Company, (i) all proceeds of all Extensions of Credit received directly by such Subsidiary, and all loans, advances or capital contributions made to such Subsidiary with proceeds of Extensions of Credit, (ii) all debt securities of such Subsidiary acquired with proceeds of Extensions of Credit, (iii) the fair market value of all property acquired with proceeds of Extensions of Credit and transferred to such Subsidiary, (iv) all equity securities of such Subsidiary acquired with proceeds of Extensions of Credit and (v) as the case may be, the interest on, and the reimbursement obligations relating to, such Extensions of Credit the proceeds of which are used to make such a Valuable Transfer.

“ Voting Stock ” shall mean securities of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions).

“ Yen ” means the lawful currency of Japan.

1.2. Other Definitional Provisions .

(a) All terms defined in this Agreement shall have the defined meanings when used in the Loan Documents, including, but not limited to, the Notes or any certificate or other document made or delivered pursuant hereto.

(b) As used herein and in the Notes, the Loan Documents and any certificate or other document made or delivered pursuant hereto, accounting terms relating to the Companies not defined in subsection 1.1 hereof, and accounting terms partly defined in subsection 1.1 hereof to the extent not defined, shall have the respective meanings given to them under GAAP.

(c) The words “ hereof ”, “ herein ” and “ hereunder ” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, paragraph, clause, schedule and exhibit references are to this Agreement unless otherwise specified. The word “including” shall be used in this Agreement to be inclusive, not limiting and shall be deemed to be followed by the words “without limitation”. Unless the context otherwise clearly requires, the singular shall include the plural.

SECTION 2. AMOUNTS AND TERMS OF CREDIT FACILITIES

2.1. Establishment of Facilities . Subject to the terms and conditions hereof, the Banks hereby establish credit facilities for the Companies, consisting of a Revolving Loan Facility under which the Banks may make Revolving Loans, including Foreign Currency Loans, in accordance with subsections 2.2 through 2.16 hereof, a Swing-Line Loan Facility under which the Administrative Agent may make Swing-Line Loans in accordance with subsection 2.17 hereof, an Acceptance Facility under which the Administrative Agent may create Acceptances in accordance with subsection 2.18 hereof, a Bid Banker’s Acceptance Facility under which the Banks may create Bid Banker’s Acceptances in accordance with subsection 2.19 hereof, and a Bid Loan Facility under which the Banks may make Bid Loans in accordance with subsection 2.20 hereof; provided , however , that in no event shall the Companies be entitled to receive any Extension of Credit hereunder if, after giving effect thereto, the Total Outstandings would exceed the Total Commitments.

2.2. The Revolving Loan Facility .

(a) Revolving Loan Commitments . Subject to the terms and conditions hereof, each Bank severally, but not jointly, agrees to make Loans on a revolving credit basis (“Revolving Loans”) during the Commitment Period in an aggregate principal amount at any time outstanding not to exceed that Bank’s Commitment; provided , however , that a Bank shall not be obligated to make a Revolving Loan if (i) such Revolving Loan, together with any other Extensions of Credit made concurrently therewith by such Bank under this subsection 2.2 or in the form of a

participation or participations in Acceptances under subsection 2.18 hereof, would exceed such Bank’s Available Commitment or, (ii) after giving effect to the making of such Revolving Loan and any payment of Outstandings made directly by the Administrative Agent, for the account of the Companies, from the proceeds of such Revolving Loan, the Total Outstandings would exceed the Total Commitments. During the Commitment Period, the Companies may use the Commitments by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof.

(b) Interest Rate Options . The Revolving Loans, except for Foreign Currency Loans, may be (i) Eurodollar Loans, (ii) Floating Rate Loans, or (iii) part Eurodollar Loans and/or part Floating Rate Loans as determined by the Company and notified to the Administrative Agent in accordance with subsection 2.4 hereof; provided , that no Eurodollar Loan shall be made later than the day that is one month or thirty days, respectively, prior to the Termination Date. Except as otherwise provided in Sections 2.12 and 2.13, Foreign Currency Loans shall be Eurodollar Loans.

(c) Failure to Specify Interest Rate Option . If the Company requests a Revolving Loan but fails to specify an interest rate option, or in the case of a Eurodollar Loan, an Interest Period, or if any notice required in this subsection 2 is inadequate or untimely, the Company shall be deemed to have requested a Floating Rate Loan. Foreign Currency Loans will not be advanced unless the Company specifies the initial Interest Period.

(d) Foreign Currency Loans . Subject to the limitations of Subsection 2.2(a) above, the Company may request that Revolving Loans be made as Foreign Currency Loans provided that no Foreign Currency Loan will be made that would cause the total outstanding principal amount of all Foreign Currency Loans to exceed the Foreign Currency Loan Sublimit.

2.3. Revolving Notes; Extension of Termination Date .

(a) Revolving Notes . The Revolving Loans made by each Bank pursuant hereto shall be evidenced by a promissory note of the Companies substantially in the form of Exhibit G-1-1 (individually a “ Revolving Note ”; collectively, “ Revolving Notes ”), with appropriate insertions as to principal amount, payable to the order of such Bank and representing in the aggregate the Obligation of the Companies to pay the lesser of (a) the amount of the Commitment of such Bank and (b) the aggregate unpaid principal amount of all Revolving Loans (including such Bank’s Pro Rata Share of any Foreign Currency Loans) made by such Bank, with interest thereon as prescribed in subsection 2.9 hereof. Upon any borrowing, prepayment or conversion as provided in subsections 2.4, 2.7 and 2.8 hereof, each Bank is hereby authorized to record the date and amount of each Loan (or conversion) made by such Bank, the date and amount of each payment or prepayment of principal thereof, and the Interest Period and interest rate with respect to any Eurodollar Rate portion thereof, in its books and records and/or on a schedule attached to its Revolving Note; provided, however, that any failure by a Bank to make any such entry or error in making such entry shall not limit or otherwise affect the Obligations of the Companies hereunder and on that Bank’s Revolving Note. Each Revolving Note shall (a) be dated the Effective Date, (b) mature on the Termination Date, when all amounts then remaining outstanding under that Note shall be due and payable in full and (c) bear interest for the period from and including the date each Revolving Loan is made to but not including the date of

payment in full thereof, on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in subsections 2.9(a) through (c) hereof. Interest on each Revolving Note shall be payable as specified in subsection 2.9(e) hereof.

(b) Extension of Termination Date . By or before the 60th day, but not earlier than the 90th day, prior to each anniversary of the Effective Date, the Company may deliver to the Administrative Agent a written request to extend the Termination Date to the next anniversary of the Termination Date then in effect. The Administrative Agent shall, promptly after its receipt of such a request, request that each Bank indicate in writing if that Bank has approved the requested extension. If and only if a requested extension is agreed to by each Bank, in its sole discretion, by the 30th day prior to such anniversary of the Effective Date, the Termination Date shall be extended to the next anniversary of the Termination Date then in effect. As soon as is practicable after such extension has been approved by the Banks, the Administrative Agent shall notify the Company of such fact, and the parties to this Agreement shall enter into such documents as the Administrative Agent deems necessary to evidence such extension. The Banks shall be under no obligation or commitment to extend the Termination Date beyond [ December 7, 2010 ] or any subsequently specified Termination Date, and no such obligation or commitment on the part of any Bank should be inferred from the provisions of this Section. No extension shall take effect if a Default or Event of Default exists on the existing Termination Date.

2.4. Procedure for Borrowing Revolving Loans .

(a) US Dollar Loans . The Companies may borrow Revolving Loans during the Commitment Period on any Business Day, if such Revolving Loans are to be Eurodollar Loans or Floating Rate Loans; provided , that the Company shall give the Administrative Agent irrevocable notice in writing by telecopier or orally, which notice must be received by the Administrative Agent prior to 11:00 A.M., Minneapolis, Minnesota time, (a) two Business Days prior to the requested Borrowing Date, in the case of Revolving Loans which are to be Eurodollar Loans, and (b) the same day, in the case of Revolving Loans which are to be Floating Rate Loans, specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the Revolving Loans are to be Eurodollar Loans, Floating Rate Loans or a combination thereof, (iv) if the Revolving Loans are to be entirely or partly Eurodollar Loans, the length of the Interest Period for each such Eurodollar Loan. Upon receipt of such notice from the Company, the Administrative Agent shall promptly notify each Bank thereof. Each Bank will make the amount of its Pro Rata Share of each borrowing available to the Administrative Agent for the account of the Companies at the office of the Administrative Agent set forth in subsection 9.2 hereof prior to 1:00 p.m., Minneapolis, Minnesota time on the Borrowing Date in funds immediately available to the Administrative Agent as the Administrative Agent may direct. The amounts so made available to the Administrative Agent shall be made available on such date to the Companies by the Administrative Agent by crediting the account of the Company on the books of such office of the Administrative Agent with the aggregate of such amounts in like funds as received by the Administrative Agent or in such manner as the Company shall request in writing.

(b) Foreign Currency Loans . The Companies may borrow Foreign Currency Loans during the Commitment Period on any Business Day; provided , that the Company shall

give the Administrative Agent irrevocable notice in writing by telecopier or orally, which notice must be received by the Administrative Agent prior to 11:00 A.M., Minneapolis, Minnesota time, four Business Days prior to the requested Borrowing Date specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) the length of the initial Interest Period for each such Foreign Currency Loan and (iv) the Foreign Currency in which such Foreign Currency Loan is to be disbursed. Upon receipt of such notice from the Company the Administrative Agent shall promptly notify each Bank thereof. The Administrative Agent will make the Foreign Currency Loan in the specified Foreign Currency available to the Company at the office of the Administrative Agent on the Borrowing Date by crediting the account of the Company on the books of the Administrative Agent or in such manner as the Company shall request in writing. Unless a Bank shall have notified the Administrative Agent, prior to its making of any Foreign Currency Loan, that any applicable condition precedent set forth in Section 4 had not then been satisfied, each Bank will make its Pro Rata Share of each Foreign Currency Loan available to the Administrative Agent in the applicable Foreign Currency prior to 1:00 p.m., Minneapolis, Minnesota time on the Borrowing Date in funds immediately available to the Administrative Agent. In the event that any Bank fails to make payment to the Administrative Agent of any amount due under this Section 2.4(b) , the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to the Administrative Agent hereunder until the Administrative Agent receives from such Bank an amount sufficient to discharge such Bank’s payment obligation as prescribed in this Section 2.4(b) together with interest thereon at the Federal Funds Rate for each day during the period commencing on the Borrowing Date for such Foreign Currency Loan and ending on the date such obligation is fully satisfied.

(c) All Revolving Loans . Any written request for Revolving Loans (including Foreign Currency Loans) shall be in the form of Exhibit Q or other form reasonably acceptable to the Administrative Agent and containing the information required by Exhibit Q, and shall be signed by a Responsible Officer or a person designated as authorized to make such requests in a writing signed by a Responsible Officer. Any oral request for Revolving Loans shall be made by a Responsible Officer or a person designated as authorized to make such requests in a writing signed by a Responsible Officer and shall be confirmed by a writing in the form of Exhibit Q or other form reasonably acceptable to the Administrative Agent and containing the information required by Exhibit Q, signed by a Responsible Officer or a person designated as authorized to make such requests in a writing signed by a Responsible Officer, which written confirmation shall be delivered by telecopier to the Administrative Agent on the Borrowing Date of the Revolving Loans in question. Each borrowing of Revolving Loans shall be in a minimum aggregate principal amount as to all Revolving Loans requested in such borrowing of (a) $5,000,000 or a whole multiple of $100,000 in excess thereof for Eurodollar Loans, and (b) $2,500,000 or a whole multiple of $100,000 in excess thereof for Floating Rate Loans.

2.5. Fees .

(a) The Companies agree to pay to the Administrative Agent for the pro rata account of each Bank during the period beginning on and including the Effective Date and ending on the Termination Date, a facility fee determined by applying the Applicable Fee Percentage to the average daily Commitment of such Bank during the period for which payment is made. Facility fees are payable on the last day of each March, June, September and December

and on the Termination Date, commencing on the first of such dates to occur after the Effective Date. Facility fees are payable by debit to the Company’s account. Facility fees shall be adjusted as and when the Applicable Fee Percentage changes due to changes in the Minimum Interest Coverage Ratio.

(b) The Companies agree to pay to the Administrative Agent, for the account of each Bank that created Bid Banker’s Acceptances which were outstanding during the relevant period, a Bid Banker’s Acceptance fee equal to an amount computed at the rate of 1/10 of 1% per annum on the average daily face amount of Bid Banker’s Acceptances of such Bank outstanding during the period for which payment is made. Bid Banker’s Acceptance fees are payable on the last day of each March, June, September and December and on the Termination Date, commencing on the first of such dates to occur after the Effective Date. Bid Banker’s acceptance fees are payable by debit to the Company’s account. Bid banker’s Acceptance fees shall be pro rated among the Banks that created Bid Banker’s Acceptances which were outstanding during the relevant period based on the average daily face amount of Bid Banker’s Acceptances of each such Bank outstanding during the period for which payment is made.

(c) The Companies agree to pay to the Administrative Agent, for the account of each Bank that made Bid Loans which were outstanding during the relevant period, a Bid Loan fee equal to an amount computed at the rate of 1/10 of 1% per annum on the average daily principal amount of Bid Loans made by such Bank outstanding during the period for which payment is made. Bid Loan fees are payable on the last day of each March, June, September and December and on the Termination Date, commencing on the first of such dates to occur after the Effective Date. Bid Loan fees are payable by debit to the Company’s account. Bid Loan fees shall be pro rated among the Banks that made Bid Loans which were outstanding during the relevant period based on the average daily principal amount of Bid Loans made by each such Bank outstanding during the period for which payment is made.

2.6. Termination or Reduction of Commitments . The Companies shall have the right, upon not less than five Business Days’ irrevocable written notice to the Administrative Agent, to terminate the Commitments or, from time to time, to reduce pro rata the amount of each Bank’s Commitment, provided that: (i) in the case of a termination of the Commitments, the Companies shall, concurrently with such termination, prepay in full the Total Outstandings in accordance with subsection 2.22 hereof, together with the accrued interest thereon to the date of such prepayment, any accrued but unpaid Bid Banker’s Acceptance fees, Bid Loan fees, facility fees and Administrative Agent’s fees and any amounts payable in accordance with subsection 2.15; and (ii) in the case of a reduction that reduces the Total Commitments to an amount less than the Total Outstandings, the Companies shall prepay the Total Outstandings in accordance with subsection 2.22 in an aggregate amount equal to the amount by which Total Outstandings exceed the Total Commitments as so reduced, any such prepayment to be accompanied by the payment of accrued interest thereon to the date of such prepayment and any amounts payable in accordance with subsection 2.15. Any such reduction shall be in an aggregate amount, as to all Commitments, of not less than $10,000,000, or any whole multiple thereof, and shall reduce permanently the amount of the Commitments then in effect.

2.7. Optional Prepayments, Mandatory Prepayments, Deposits, Currency of Payment .

(a) Optional Prepayments . Subject to subsection 2.15 hereof, the Companies may, at their option, prepay the Revolving Loans in whole or in part, (i) upon at least three Business Days’ irrevocable notice to the Administrative Agent, in the case of Eurodollar Loans, and (ii) upon the same Business Day’s irrevocable notice to the Administrative Agent, in the case of Floating Rate Loans, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Floating Rate Loans or a combination thereof, and, if a combination thereof, the amount of prepayment allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Bank thereof. If such notice is given, the Companies shall make such prepayment, and the payment amount specified in such notice shall be due and payable by 11:00 a.m. (Minneapolis, Minnesota time) on the date specified therein, together with accrued interest to such date on the amount prepaid and, in the case of Eurodollar Loans, any amounts due under subsection 2.15 hereof.

(b) Mandatory Prepayments . If at any time the Total Outstandings exceed the Total Commitments, the Companies shall promptly prepay the Total Outstandings in an aggregate amount equal to such excess, such prepayment to be applied to the Total Outstandings in such order as the Company shall designate in writing to the Administrative Agent; provided , however , that any prepayment of Revolving Loans shall be applied pro rata to the outstanding principal balances of the Banks’ respective Revolving Notes in accordance with their respective Pro Rata Shares.

(i) the Total Outstandings exceed one hundred five percent (105%) of the Total Commitments, the Companies for the ratable benefit of the Banks shall immediately prepay Revolving Loans in an aggregate amount such that after giving effect thereto the Total Outstandings are less than or equal to the Total Commitments; or

(ii) the Dollar Amount of all outstanding Foreign Currency Loans exceeds one hundred twenty percent (120%) of the Foreign Currency Sublimit, the Foreign Currency Borrowers shall on such date prepay Foreign Currency Loans in an aggregate amount such that after giving effect thereto the Dollar Amount of all such Foreign Currency Loans is less than or equal to the Foreign Currency Sublimit.

(d) Deposits . Whenever, by the application of the provisions of subsections 2.6, 2.7(b) or 7.2 hereof, the Companies are required to make payments or prepayments with respect to a portion of the Total Outstandings which consists of outstanding Acceptances or Bid Banker’s Acceptances, the Companies shall deposit with the Administrative Agent funds in an amount equal to the remainder of (i) the aggregate face amount of all such outstanding Acceptances and Bid Banker’s Acceptances included in such portion of the Total Outstandings which is to be paid or prepaid minus (ii) the aggregate amount already on deposit with the Administrative Agent with respect to such outstanding Acceptances and Bid Banker’s Acceptances, which funds shall be held by the Administrative Agent as collateral for the associated Obligations, and the Companies hereby grant to the Administrative Agent, for the benefit of itself and the Banks, a

security interest in funds so deposited to secure such Obligations. The Administrative Agent shall apply the funds so deposited to such Acceptances and Bid Banker’s Acceptances as they mature. If the Companies deposit funds as required by this subsection 2.7(b), then, after the maturity of the last of such Acceptances and Bid Banker’s Acceptances and after application of the funds so deposited to the payment of such Acceptances and Bid Banker’s Acceptances, the Administrative Agent shall promptly remit to the Company an amount determined by multiplying (x) the face amount of each of such Acceptances and Bid Banker’s Acceptances by (y) a fraction, the numerator of which is the number of days between the date of payment of such funds by the Companies and the last maturity date of such Acceptances and Bid Banker’s Acceptances and the denominator of which is 360 by (z) a per annum rate equal to the rate per annum which the Administrative Agent would offer to pay on its certificates of deposit issued in the United States at approximately 12:00 noon (Minneapolis, Minnesota time) on the Business Day preceding the payment of such funds to the Administrative Agent in a dollar amount comparable to the funds so paid and having a maturity equal to the weighted average remaining term of such Acceptances and Bid Banker’s Acceptances at the time such funds were deposited by the Companies.

(e) Currency of Payment . All Loans shall be repaid and each payment of interest thereon shall be paid in the currency in which such Loan was made. Notwithstanding the foregoing provisions of this Section 2.7(e), if, after the making of any Loan in any currency other than U.S. Dollars, currency control or exchange regulations are imposed in the country which issues such Foreign Currency, with the result that different types of such Foreign Currency (the “New Currency”), are introduced and the type of currency in which the Loan was made (the “Original Currency”) no longer exists or the Companies are not able to make payment to the Administrative Agent for the account of the Banks, in such Original Currency, then all payments to be made by the Companies hereunder in such currency shall be made to the Administrative Agent in such amount and such type of the New Currency or U.S. Dollars as shall be the Equivalent Amount of such payment otherwise due hereunder in the Original Currency, it being the intention of the parties hereto that the Companies take all risks of the imposition of any such currency control or exchange regulations.

2.8. Conversion Options .

(a) The Company may elect from time to time to convert Loans (except Foreign Currency Loans) from Eurodollar Loans to Floating Rate Loans (in minimum amounts of $100,000) by giving the Administrative Agent at least two Business Days prior irrevocable notice of such election in writing or by telex (received by the Administrative Agent by 11:00 a.m. Minneapolis, Minnesota time), provided , that any such conversion of Eurodollar Loans shall only be made on the last day of an Interest Period with respect thereto. The Company may elect from time to time to convert Loans from Floating Rate Loans to Eurodollar Loans (in minimum amounts of $5,000,000 and whole multiples of $100,000 in excess thereof) by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election in writing or by telex (received by the Administrative Agent by 11:00 a.m. Minneapolis, Minnesota time). Upon receipt of such notice, the Administrative Agent shall promptly notify each Bank thereof. No Loan shall be converted to a Eurodollar Loan if a Default or Event of Default has occurred and is continuing on a day occurring two Business Days prior to the date of the conversion requested by the Company. All conversions are subject to the limitations set forth in

this Section 2. No more than four Eurodollar Loans (excluding Foreign Currency Loans) may be outstanding at any one time.

(b) Any Eurodollar Loan may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Company with the notice provisions contained in subsection 2.4 hereof; provided , that no Eurodollar Loan (except a Foreign Currency Loan) may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Floating Rate Loan on the last day of the then current Interest Period applicable thereto. The Administrative Agent shall notify each Bank promptly upon becoming aware that such automatic conversion will occur.

2.9. Interest Rates and Payment Dates .

(a) The Eurodollar Loans shall bear interest during each Interest Period for such Eurodollar Loans at a rate per annum equal to the LIBOR Rate determined for such Interest Period plus the Applicable Margin;

(b) The Floating Rate Loans shall bear interest for the period from and including the date thereof until maturity or conversion to a Eurodollar Loan on the unpaid principal amount thereof at a rate per annum equal to the Floating Rate plus the Applicable Margin;

(c) Foreign Currency Loans shall bear interest during each Interest Period for such Loan at a rate per annum equal to the LIBOR Rate determined for such Interest Period plus the Applicable Margin.

(d) On the occurrence and during the continuance of any Event of Default each Loan shall bear interest at the rate otherwise applicable thereto plus 2.0% per annum; and

(e) Interest on the Loans shall be payable in arrears on each Interest Payment Date and on the date of repayment in full thereof.

(f) All payments to be made by the Companies hereunder in respect of any Foreign Currency Loans shall be made in such funds as may then be customary for the settlement of international transactions in such Foreign Currency for the account of the Administrative Agent, at the office or branch from which the Loan was made not later than 12:00 noon (local time) on the date on which such payment shall become due.

2.10. Computation of Interest and Fees .

(a) Interest on Eurodollar Loans, Foreign Currency Loans, Swing-Line Loans, Bid Banker’s Acceptance fees, Bid Loan fees and facility fees, shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest on Floating Rate Loans shall be calculated on the basis of a 365/366 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Company and each Bank of each determination of a LIBOR Rate. Any change in the interest rate resulting from a change in the Floating Rate shall become effective as of the opening of business on the day on which such change in the Floating Rate shall become effective. The Administrative Agent shall as soon as practicable after becoming

aware thereof notify the Company and each Bank of the effective date and the amount of each such change in the Floating Rate or the Reserve Percentage.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Companies and each Bank in the absence of manifest error. The Administrative Agent shall, at the request of the Company or any Bank, deliver to the Company or such Bank a statement showing the computations used by the Administrative Agent in determining any interest rate pursuant to paragraph (a), (b) or (c) of subsection 2.9 hereof.

2.11. Pro Rata Treatment and Payments . Each borrowing of Revolving Loans by the Companies from the Banks, each payment (including any prepayment) by the Companies on account of the principal of and/or interest on the Revolving Loans and/or on account of any facility fee hereunder and/or any reduction of the Commitments shall be made pro rata determined by reference to the Pro Rata Share of each Bank. All payments (including prepayments) made by the Companies on account of principal, interest and fees shall be made without set off or counterclaim to the Administrative Agent at its office referred to in subsection 9.2 hereof, in lawful money of the United States of America, or, as to Foreign Currency Loans, in the applicable Foreign Currency, and in each case, in immediately available funds. The Administrative Agent shall distribute, promptly upon receipt in like funds as received, (a) to each Bank its Pro Rata Share of any payments received on Revolving Loans (including Foreign Currency Loans), (b) to itself any payments received on Revolving Loans and (c) to the applicable Bank any payments received on Bid Loans. Whenever any payment to be made hereunder or on the Notes shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time, in the case of a payment of principal, shall be included in the computation of any interest on such principal.

2.12. Inability to Determine Interest Rate . In the event that the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Companies) that by reason of circumstances affecting the interbank Eurodollar market adequate and reasonable means do not exist for ascertaining the LIBOR Rate for any Interest Period with respect to (a) a proposed Revolving Loan that the Companies have requested be made as a Eurodollar Loan, (b) a Eurodollar Loan that will result from the requested conversion of another type of Loan into a Eurodollar Loan or (c) the continuation of a Eurodollar Loan beyond the expiration of the then current Interest Period with respect thereto (any such Eurodollar Loan being herein called an “ Affected Loan ”), the Administrative Agent shall forthwith give notice of such determination by telecopy, confirmed in writing, to each Bank and to the Company at least one day prior to, as the case may be, the requested Borrowing Date for such Affected Loan, the conversion date of a Loan to such an Affected Loan or the last day of such Interest Period. If such notice is given (i) any requested Affected Loan shall be made as a Floating Rate Loan, (ii) any Loan that was to have been converted to an Affected Loan shall be continued as or converted to a Floating Rate Loan, and (iii) any outstanding Affected Loan shall be converted, on the last day of the then current Interest Period with respect thereto, to a Floating Rate Loan. Until such notice has been withdrawn by the Administrative Agent, no further Affected Loan shall be made and the Company shall not have the right to convert Loans of another type to Affected Loans.

2.13. Illegality . Notwithstanding any other provisions herein, if any law, regulation, treaty or directive or any change therein or in the interpretation or application thereof, shall in the reasonable opinion of any of the Banks make it unlawful for any Bank to make, maintain or fund Eurodollar Loans as contemplated by this Agreement, or shall materially restrict the authority of such Bank to purchase or sell or take deposits of Eurodollars, (a) the commitment of such Bank hereunder to make Eurodollar Loans or to convert Floating Rate Loans to Eurodollar Loans shall forthwith be canceled and (b) such Bank’s Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Floating Rate Loans on the next succeeding Interest Payment Date or within such earlier period as required by law. The Companies hereby agree promptly to pay any Bank, upon its demand, any additional amounts necessary to compensate such Bank for any costs incurred by such Bank in making any conversion in accordance with this subsection 2.13 including, but not limited to, any interest or fees payable by such Bank to lenders of funds obtained by it in order to make or maintain its Eurodollar Loans hereunder and any loss incurred in liquidating or re-employing deposits from which such funds were obtained (such Bank’s notice of such costs, as certified to the Company through the Administrative Agent, to be conclusive absent manifest error). The agreements in this subsection shall survive the termination of this Agreement and payment of the Notes and all other amounts payable hereunder.

2.14. Requirements of Law.

(a) In the event that any law, regulation, treaty or directive or any change therein or in the interpretation or application thereof or compliance by any Bank with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, agency or instrumentality:

(1) does or shall subject any Bank to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loans or Foreign Currency Loans made hereunder, or change the basis of taxation of payments to such Bank of principal, Bid Banker’s Acceptance, Bid Loan fees or facility fees, interest or any other amount payable hereunder (except for changes in the rate of tax on the overall net income of such Bank);

(2) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Bank that are not otherwise included in the determination of the LIBOR Rate hereunder;

(3) does or shall impose on such Bank any other condition;

and the result of any of the foregoing is to increase the cost to such Bank of making, renewing or maintaining any Eurodollar Loan or Foreign Currency Loan or to reduce any amount receivable in respect thereof then, in any such case, the Companies shall promptly pay such Bank, upon its demand, any additional amounts necessary to compensate such Bank for

such additional cost or reduced amounts receivable which such Bank deems to be material as determined by such Bank with respect to this Agreement, or the Eurodollar Loans or Foreign Currency Loans made hereunder.

(b) In the event that any Bank shall have determined that the adoption of any law, rule, regulation, decree or regulatory requirement regarding capital adequacy, or any change therein or in the interpretation or application thereof or compliance by the Bank or any corporation controlling the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or other Governmental Authority, agency or instrumentality does or shall have the effect of increasing the amount of capital required to be maintained by such Bank or such corporation with respect to Loans and that Bank’s Commitment above the amount of capital which would otherwise be required to be maintained by such Bank with respect thereto (taking into account such Bank’s internal policies and practices with respect to capital maintenance as of the date hereof), then and in any such case such Bank may, at any time within a reasonable period after the additional capital is required, notify the Company, and the Companies shall pay on demand such amounts as such Bank may specify to be necessary to compensate such other Bank for such additional capital, together with interest on such amount from the date demanded until payment in full thereof at a rate equal at all times to the Floating Rate plus the Applicable Margin per annum. The determination by a Bank of any amount due pursuant to this subsection 2.14(b) as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. Each Bank, upon determining in good faith that any additional amounts will be payable pursuant to this subsection, will give prompt written notice thereof to the Company, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Companies’ obligations to pay additional amounts pursuant to this subsection.

(c) If a Bank becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Company, through the Administrative Agent, of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by a Bank, through the Administrative Agent, to the Company shall be conclusive in the absence of manifest error.

2.15. Funding Losses . The Companies agree to compensate each Bank upon its written request, for all losses, expenses and liabilities (including, without limitation, any interest paid by such Bank to lenders of funds borrowed by it to make or carry Eurodollar Loans to the extent not recovered by such Bank in connection with the re-employment of such funds) which such Bank may sustain: (a) if for any reason, other than a default by such Bank, a funding of a Eurodollar Loan does not occur on the date specified therefore in the Company’s request or notice as to such Eurodollar Loan under Section 2.4 or 2.7 hereof, or (b) if, for whatever reason (including, but not limited to, acceleration of the maturity of the Loans following an Event of Default), any repayment or prepayment of a Eurodollar Loan or a conversion pursuant to Section 2.8 occurs on any day other than the last day of the Interest Period applicable thereto. A Bank’s request for compensation shall set forth the basis for the amount requested and shall be final, conclusive and binding, absent manifest error. This covenant shall survive termination of this Agreement and payment of the outstanding Notes.

2.16. Use of Proceeds of Loans . The proceeds of the Loans shall be used by the Companies for general corporate purposes, including, but not limited to, printing press progress payments, deposits, lease payments, real estate expansion, press and bindery upgrades, auxiliary and miscellaneous equipment and acquisitions. It is understood and agreed that the Loan proceeds will directly and/or indirectly benefit all of the Companies, which are engaged in a common enterprise, and that it is inappropriate, therefore, to apportion an advance of the Loan proceeds to any one of the Companies.

2.17. The Swing-Line Loan Facility .

(a) Swing-Line Commitments . Upon the terms and subject to the conditions hereof, the Administrative Agent, in its capacity as a Bank, agrees, at any time and from time to time during the Commitment Period, to make loans (“Swing-Line Loans”) on a revolving credit basis in an aggregate principal amount at any time outstanding not to exceed $30,000,000; provided , however , that the Administrative Agent shall not be obligated make a Swing-Line Loan if, after giving effect to the making of such Swing-Line Loan and any payment of Outstandings made directly by the Administrative Agent, for the account of the Companies, from the proceeds of such Swing-Line Loan, the Total Outstandings would exceed the Total Commitments. The Swing-Line Loans shall be evidenced by a promissory note of the Companies substantially in the form of Exhibit G-2 hereto (the “Swing-Line Note”), shall bear interest on the aggregate unpaid principal balance thereof outstanding from time to time at either the Floating Rate or a rate agreed upon in a separate writing by the Company and the Administrative Agent. Swing-Line Loans shall mature on the Termination Date, when all amounts then outstanding under the Swing-Line Note shall be due and payable in full. Interest on any Swing-Line Loan shall be payable on the last day of each March, June, September and December and at maturity. Principal of any Swing-Line Loan may be prepaid at any time in whole or in part (in minimum amounts of $100,000 or an integral multiple thereof) and without premium or penalty of any kind. Notice of prepayment of Swing-Line Loans shall be given to the Administrative Agent by the Company orally confirmed in writing by telecopier or in writing by telecopier, no later than 2:00 p.m. on the date of such prepayment. The Administrative Agent, in its capacity as a Bank is hereby authorized to record the date and amount of each Swing-Line Loan and the date and amount of each payment or prepayment of principal thereof in its books and records and/or on a schedule attached to the Swing-Line Note; provided, however, that any failure by the Administrative Agent to make any such entry or error in making such entry shall not limit or otherwise affect the obligations of the Companies hereunder and on the Swing-Line Note.

(b) Procedure for Borrowing . The Companies may borrow Swing-Line Loans during the Commitment Period on any Business Day; provided , that the Company shall give the Administrative Agent irrevocable notice in writing by telecopier or orally confirmed the same day in writing by telecopier, which notice must be received by the Administrative Agent prior to 2:00 p.m., Minneapolis, Minnesota time, on the requested Borrowing Date, specifying in each case the amount thereof and the requested Borrowing Date. Any written request for a Swing-Line Loan shall be in the form of Exhibit Q or another form reasonably acceptable to the Administrative Agent containing the information required by Exhibit Q, and shall be signed by a Responsible Officer or a person designated as authorized to make such requests in a writing signed by a Responsible Officer. Any oral request for a Swing-Line Loan shall be made by a Responsible Officer or a person designated as authorized to make such requests in a writing

signed by a Responsible Officer and shall be confirmed by a writing in the form of Exhibit Q or other form reasonably acceptable to the Administrative Agent containing the information required by Exhibit Q, signed by a Responsible Officer or a person designated as authorized to make such requests in a writing signed by a Responsible Officer, which written confirmation shall be delivered to the Administrative Agent by telecopier on the Borrowing Date of the Swing-Line Loan in question. Each borrowing of Swing-Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. Upon receipt of such notice from the Company, the Administrative Agent will make the requested Swing-Line Loan available to the Companies on such date by crediting the account of the Company on the books of the Administrative Agent with the aggregate of such amounts or in such manner as the Company may request in writing.

(c) Refinancing of Swing-Line Loans by Banks . The Administrative Agent, at any time and in its sole discretion, may, upon notice given to each Bank, request that each Bank make a Revolving Loan in an amount equal to its Pro Rata Share of the aggregate unpaid principal amount of any outstanding Swing-Line Loans for the purpose of refinancing such Swing-Line Loans. Each Bank shall, upon receipt of such notice from the Administrative Agent, make a Revolving Loan (regardless of noncompliance with subsections 4.5 through 4.9) in an amount equal to that Bank’s respective Pro Rata Share as specified in such notice and make the proceeds of such Revolving Loan available to the Administrative Agent, in same day funds, at the office of the Administrative Agent specified in such notice, not later than 1:00 P.M. (Minneapolis, Minnesota time) on the Business Day after the date that Bank was notified by the Administrative Agent, which payments by the Banks shall be applied by the Administrative Agent to the payment of principal of the Swing-Line Loans. In the event that any Bank fails to make the proceeds of its Revolving Loan available to the Administrative Agent as provided in this subsection 2.17(c), the Administrative Agent shall be entitled to recover such amount on demand from such Bank together with interest at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Prime Rate.

2.18. The Acceptance Facility .

(a) Acceptance Commitments . Upon the terms and subject to the conditions hereof, the Administrative Agent agrees, at any time and from time to time during the Commitment Period, to create Acceptances for the Company maturing on a Business Day not less than 30 days or more than 180 days after the creation thereof and in any event not later than the Termination Date; provided , that the Administrative Agent shall not create an Acceptance whose face amount exceeds the Total Available Commitments or would cause the Total Outstandings to exceed the Total Commitments. Each Acceptance shall be created by the Administrative Agent’s acceptance of Drafts drawn on it in accordance with the terms of this Agreement. Each drawing (a “ Drawing ”) shall be in aggregate face amount of $5,000,000 or an integral multiple of $100,000 in excess thereof.

(b) Notice of Drawing . Whenever the Company desires to make a Drawing, it shall prior to 11:00 a.m. (Minneapolis, Minnesota time) on the proposed date of such requested drawing (each a “ Drawing Date ”) give the Administrative Agent notice by telephone or telecopier of the requested Drawing consisting of the information and certification set forth in the form of notice of drawing attached hereto as Exhibit H (a “ Notice of Drawing ”). Such notice shall be

irrevocable and the Company shall promptly confirm any such telephonic notice by transmitting a Notice of Drawing to the Administrative Agent by telecopier. Upon the Administrative Agent’s request, the Company shall provide such information concerning the underlying transaction(s) as necessary to establish to the satisfaction of the Administrative Agent that the document created by the acceptance of such Draft or Drafts will qualify as an Acceptance as defined hereunder.

(c) Preparation of Drafts and Creation of Acceptances . To enable the Administrative Agent to create Acceptances in the manner specified in this subsection 2.18, the Company shall supply the Administrative Agent, upon execution of the Agreement, and thereafter forthwith upon request by the Administrative Agent, with a sufficient number of signed blank drafts, in the form of Exhibit I hereto or such other form as the Administrative Agent may customarily use in creating bankers’ acceptances and as may be acceptable to the Company (a “ Draft ”) as the Administrative Agent may reasonably request. The Administrative Agent shall hold such drafts in safekeeping to be filled in and completed by the Administrative Agent as Acceptances from information provided by the Company in accordance with subsections 2.18(b) and (c). In case any authorized signatory of the Company whose signature shall appear on any Draft shall cease to have such authority before the creation of an Acceptance with respect to such Draft, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such creation. The Company hereby authorizes the Administrative Agent to complete a Draft in respect of a requested Drawing in accordance with such information, which Draft shall be dated the Drawing Date and shall mature on the date specified in the relevant Notice of Drawing provided such date is a date permitted under subsection 2.18(a) hereof. Not later than 12:00 noon (Minneapolis, Minnesota time) on the proposed Drawing Date, the Administrative Agent shall, subject to the satisfaction of the applicable conditions set forth in subsections 4.5 through 4.9 hereof, duly accept and discount such Draft at a price equal to the face amount thereof less the sum of (i) the then prevailing banker’s acceptance discount rate then being generally quoted by the Administrative Agent applied to that face amount, calculated for the period from the date of such Draft to the date of its maturity on the basis of a year of 360 days (unless the Administrative Agent quoted a banker’s acceptance discount rate in connection with the Company’s giving of the relevant Notice of Drawing which quoted rate was accepted by the Company not more than 15 minutes prior to its giving of such Notice, in which case such quoted rate shall control) (the “ Discount Charge ”), and (ii) the applicable Commission. Not later than 1:00 p.m. on the Drawing Date, the Administrative Agent shall make the amount of the proceeds of the discount of each Draft so accepted and discounted available to the Company. Notwithstanding the foregoing, the Administrative Agent shall not be obligated to create or discount any Acceptance hereunder if such Acceptance would not be eligible for discount at a Federal Reserve Bank under applicable rules or regulations, or would not meet the requirements of paragraph 7 of Section 13 of the Federal Reserve Act, as amended, or if any liability of the Administrative Agent that would arise from the creation of such Acceptance would constitute a deposit for which the Administrative Agent would be required to maintain reserves under Regulation D of the Board as from time to time in effect. The Companies acknowledge that the Administrative Agent’s decision to accept and discount any Draft offered for acceptance and discount hereunder will be made in reliance upon the truth of the representations made by the Companies in each such Notice of Drawing establishing the eligibility for discount of any such Acceptance. The Companies will indemnify and save the Administrative Agent and each Bank harmless from any loss or liability incurred by

the Administrative Agent and such Banks if any Acceptances are determined to be ineligible for discount or subject to reserves by reason of any misrepresentation made by the Company.

(d) Acceptance Obligation of the Companies . The Administrative Agent agrees to notify the Company and the Banks on or before the date the Administrative Agent honors a Draft as to which an Acceptance was created. The Companies shall reimburse the Administrative Agent on such date in an amount in same day funds equal to the face amount of each such Draft; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Company shall have notified the Administrative Agent prior to 1:00 P.M. (Minneapolis, Minnesota time) on the Business Day immediately prior to such date that the Companies intend to reimburse the Administrative Agent for the face amount of each such Draft with funds other than the proceeds of Loans, the Company shall be deemed to have given notice to the Administrative Agent pursuant to subsection 2.4, requesting the Banks to make, on such maturity date, Revolving Loans as Floating Rate Loans in an amount equal to such face amounts, and (ii) subject to satisfaction or waiver of the conditions specified in subsections 4.5 through 4.9, the Banks shall, on such maturity date, make such Revolving Loans as Floating Rate Loans in such face amounts, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Administrative Agent for such face amounts.

(e) Prepayment . Acceptances may not be prepaid.

(f) Risk Participations in Acceptances .

(1) Grant and Acceptance of Risk Participations in Acceptances . Upon the terms and subject to the conditions of this Agreement and effective on the applicable Drawing Date, the Administrative Agent hereby grants to each Bank (in such capacity, a “ Bank ”), and each Bank hereby accepts from the Administrative Agent, an undivided risk participation in and to each Acceptance and the Administrative Agent’s obligations thereunder (an “ Acceptance Participation ”) and, to the extent hereinafter provided, the Companies’ obligation to reimburse the Administrative Agent for the amount of any Draft honored by the Administrative Agent, with respect to each such Acceptance, equal to each Bank’s Pro Rata Share of the face amount of each such Acceptance. The Administrative Agent shall give each Bank prompt notice of the creation of each Acceptance in the form of a notice of creation of Acceptance and grant of an Acceptance Participation substantially in the form of Exhibit J hereto. Such notice shall specify the face amount of such Acceptance, the maturity date thereof, the face amount of each Bank’s undivided interest therein and the amount of the Acceptance Commission applicable to such Acceptance.

(2) Interest of Banks . Each Bank shall be entitled to its Pro Rata Share of the Acceptance Commission applicable to each Acceptance at such time as such Acceptance has been paid in full by the Companies. Upon receipt of payment in full of any Acceptance, the Administrative Agent shall promptly remit to each Bank such Bank’s Pro Rata Share of the Acceptance Commission applicable to such Acceptance.

(3) Payment by Banks . The Administrative Agent agrees to notify the Banks in the event that the Companies shall fail to reimburse the Administrative Agent as provided in subsection 2.18(d) above in an amount equal to the face amount of each Draft as to which an Acceptance was created. The Administrative Agent shall promptly notify each Bank of such

unreimbursed face amounts and of such Bank’s respective participation therein. Each Bank shall then make available to the Administrative Agent (regardless of noncompliance with subsections 4.5 through 4.9) an amount equal to that Bank’s Pro Rata Share of the unreimbursed amount, in same day funds, at the office of the Administrative Agent specified in such notice, not later than 1:00 P.M. (Minneapolis, Minnesota time) on the Business Day after the date that Bank was notified by the Administrative Agent. In the event that any Bank fails to make available to the Administrative Agent the amount of such Bank’s participation in such unreimbursed face amounts as provided in this subsection 2.18(f)(3), the Administrative Agent shall be entitled to recover such amount on demand from such Bank together with interest at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Prime Rate. The Administrative Agent shall distribute to each Bank which has paid all amounts payable by it under this subsection 2.18(f)(3) with respect to any unreimbursed amount of any Draft honored by the Administrative Agent such Bank’s Pro Rata Share of all payments subsequently received by the Administrative Agent from the Companies in reimbursement of the previously unreimbursed amounts when such payments are received. If any portion of any amount paid to the Administrative Agent with respect to any Acceptance should be recovered by or on behalf of the Companies from the Administrative Agent in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all the Banks in the manner contemplated by Section 9.13 hereof.

(g) Obligations Absolute . The obligation of the Companies to reimburse the Administrative Agent for the face amount of Drafts as to which an Acceptance was created and the obligations of the Banks under subsection 2.18(f) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances including, without limitation, the following circumstances:

(1) any lack of validity or enforceability of any Acceptance, Draft or related documents;

(2) the existence of any claim, setoff, defense or other right which any Company may have at any time against a holder or any transferee of any Acceptance (or any persons or entities for whom any such transferee may be acting), the Administrative Agent, any other Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Company or one of its Subsidiaries and the holder of the Acceptance or a buyer or seller of goods from or to the Companies);

(3) any draft, demand, certificate or any other document presented with respect to any Acceptance proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(4) payment by the Administrative Agent under any Acceptance against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Acceptance; provided that such payment does not constitute gross negligence or willful misconduct of the Administrative Agent;

(5) any adverse change in the condition (financial or otherwise) of the Companies;

(6) any breach of this Agreement by the Companies or any Bank;

(7) any termination or reduction of the Commitments;

(8) the circumstance that the aggregate amount of Floating Rate Loans made pursuant to this subsection 2.18 would exceed the Total Available Commitments;

(9) any other circumstance or happening whatsoever, which is similar to any of the foregoing; or

(10) the fact that a Default or Event of Default shall have occurred and be continuing.

(h) Additional Payments . If by reason of (a) any change in, or adoption of, any applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement or (b) compliance by the Administrative Agent or any other Bank with any direction, request or requirement (whether or not having the force of law) of any Governmental Authority or monetary authority including, without limitation, Regulation D of the Board:

(1) the Administrative Agent or any Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.18, whether directly or by such being imposed on or suffered by the Administrative Agent or any Bank;

(2) any reserve, deposit, or (with respect to the face amount of Drafts as to which an unmatured Acceptance was created only) capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Acceptance issued by the Administrative Agent or participations therein purchased by any Bank; or

(3) there shall be imposed on the Administrative Agent or any Bank any other condition regarding this subsection 2.18, any Acceptance or any participation therein;

and the result of the foregoing is directly or indirectly to increase the cost to the Administrative Agent or any Bank of issuing, making or maintaining any Acceptance or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by the Administrative Agent or any Bank, or in the case of capital adequacy requirements, the result is to increase the amount of capital required to be maintained by the Administrative Agent or such Bank with respect to the face amount of Drafts as to which an unmatured Acceptance was created (or a participation therein) above the amount of capital which would otherwise be required to be maintained by the Administrative Agent or such Bank with respect thereto (taking into account the Administrative Agent or such Bank’s internal policies and practices with respect to capital maintenance as of the date hereof), then and in any such case the Administrative Agent or such Bank may, at any time within a reasonable period after the

additional cost is incurred or additional capital is required or the amount received is reduced, notify the Company, and the Companies shall pay on demand such amounts as the Administrative Agent or such other Bank may specify to be necessary to compensate the Administrative Agent or such other Bank for such additional cost or capital or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal at all times to the Floating Rate plus the Applicable Margin per annum. The determination by the Administrative Agent or any other Bank, as the case may be, of any amount due pursuant to this subsection 2.18(h) as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. Each Bank, upon determining in good faith that any additional amounts will be payable pursuant to this subsection, will give prompt written notice thereof to the Company, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Companies’ obligations to pay additional amounts pursuant to this subsection.

(i) Indemnification; Nature of the Administrative Agent’s Duties . In addition to amounts payable as elsewhere provided in this subsection 2.18, the Companies hereby agree to protect, indemnify, pay and save the Administrative Agent harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and allocated costs of internal counsel) which the Administrative Agent may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of an Acceptance, other than as a result of the gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction or (ii) the failure of the Administrative Agent to honor a Draft under an Acceptance as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority. As between the Company and the Administrative Agent, the Company assumes all risks of the acts and omissions of, or misuse of the Acceptances issued by the Administrative Agent by, the respective holders of such Acceptances. In furtherance and not in limitation of the foregoing, the Administrative Agent shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Acceptance, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Acceptance or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Acceptance to comply fully with conditions required in order to draw upon such Acceptance; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or other handling of any document related to any such Acceptance or of the proceeds thereof; and (vii) for any consequences arising from causes beyond the control of the Administrative Agent. None of the above shall affect, impair, or prevent the vesting of any of the Administrative Agent’s rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Administrative Agent under or in connection with the Acceptances issued by it or the related certificates, if taken or omitted in good faith, shall not put the Administrative Agent under any resulting liability to any Company.

(j) Withdrawal from Acceptance Facility . Each Bank shall have the right to withdraw from the Acceptance Facility created by this subsection 2.18, effective as of the November 1, 2007 and continuing on November 1 of each odd numbered year thereafter while this Agreement is in effect, by delivering written notice of such withdrawal to the Administrative Agent and the Company within the 30 day period ending on the effective date of the withdrawal. Each such notice shall state that the withdrawing Bank wishes to withdraw from the Acceptance Facility shall specify the effective date of the withdrawal, and shall refer to this subsection 2.18(j). The Administrative Agent shall promptly deliver copies of any withdrawal notice to each other Bank. A withdrawing Bank (including the Administrative Agent, in its capacity as a Bank) shall have no obligation to purchase risk participations in any Acceptance created after the effective date of the withdrawal. If one or more, but less than all, Banks elect to withdraw from the Acceptance Facility, the provisions of this subsection 2.18 shall continue to apply to the Acceptance Facility, except that:

(1) the Administrative Agent shall not create an Acceptance whose face amount would cause the Total Outstandings to exceed the remainder of (A) the sum of, without duplication, (i) the aggregate unpaid face amount of all outstanding Acceptances and Bid Bankers Acceptances plus (ii) the aggregate outstanding obligations to make payment with respect to Acceptances and Bid Bankers Acceptances, minus (B) the withdrawing Bank’s Commitment; and

(2) the non-withdrawing Banks’ “Pro Rata Shares” (for purposes of determining risk participations in Acceptances created after the effective date of the withdrawal only) shall be percentages determined by dividing each non-withdrawing Bank’s Pro Rata Share by the aggregate Pro Rata Shares of all non-withdrawing Banks.

Withdrawal by a Bank from the Acceptance Facility shall have no effect on that Bank’s obligation to purchase risk participations in Acceptances created prior to the effective date of the withdrawal, nor on that Bank’s obligations under any portion of this Agreement other than this subsection 2.18.

2.19 The Bid Banker’s Acceptance Facility .

(a) Establishment of Bid Banker’s Acceptance Facility . The Banks agree to make available to the Company a Bid Banker’s Acceptance Facility, pursuant to which the Company may, as provided in this subsection 2.19, request the Banks, through the Administrative Agent, to make offers to create and discount Bid Banker’s Acceptances for the Company in an aggregate face amount not exceeding the Total Commitments; provided , however , that a Bank shall not create and discount a Bid Banker’s Acceptance if, after giving effect thereto, the Total Outstandings would exceed the Total Commitments.

(b) Bid Banker’s Acceptance Tender Request Notice . When the Company wishes to request offers to create Bid Banker’s Acceptances, it shall transmit to the Administrative Agent a Bid Banker’s Acceptance Tender Request Notice so as to be received no later than 10:00 a.m. (Minneapolis, Minnesota time) on the second Business Day prior to the Bid Banker’s Acceptance Creation Date proposed in such Notice, specifying:

(1) the proposed Bid Banker’s Acceptance Creation Date which shall be any Business Day 30 days or more prior to the Termination Date;

(2) the aggregate face amount of the proposed Bid Banker’s Acceptance Financing which shall be a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof;

(3) the maturity dates (which shall not exceed four) of such Bid Banker’s Acceptances to be made as part of such Bid Banker’s Acceptance Financing (each of which maturity dates shall be a Business Day and may not be earlier than the date occurring 30 days after the proposed Bid Banker’s Acceptance Creation Date or later than the date occurring the earlier of the Termination Date or 180 days after the proposed Bid Banker’s Acceptance Creation Date);

(4) a properly completed form of Bid Banker’s Acceptance Certificate; and

(5) any other terms to be applicable to such Bid Banker’s Acceptance Financing.

Each Bid Banker’s Acceptance Tender Request Notice shall be given or signed on behalf of the Company by an officer or employee of the Company previously identified to the Administrative Agent in a writing satisfactory to the Administrative Agent as authorized to give Bid Banker’s Acceptance Tender Request Notices.

(c) Invitation to Tender for Bid Banker’s Acceptances . Promptly upon receipt of each Bid Banker’s Acceptance Tender Request Notice and in any event not later than 3:00 p.m. (Minneapolis, Minnesota time) on the second Business Day prior to the Bid Banker’s Acceptance Creation Date specified therein, provided the aggregate face amount of the proposed Bid Banker’s Acceptance Financing does not exceed the limitations set forth in subsection 2.19(a), the Administrative Agent shall send to the Banks by telex or telecopier an Invitation to Tender for Bid Banker’s Acceptances which shall constitute an invitation by the Company to each Bank to submit Bid Banker’s Acceptance Tenders offering to create Bid Banker’s Acceptances to which such Bid Banker’s Acceptance Tender Request Notice relates in accordance with subsection 2.19(d) hereof. Each Bid Banker’s Acceptance Tender Request Notice shall be irrevocable.

(d) Submission and Contents of Bid Banker’s Acceptance Tenders .

(1) Each Bank may submit one or more bids (each, a “ Bid Banker’s Acceptance Tender ”) containing an offer or offers to accept and discount Bid Banker’s Acceptances in response to any Invitation to Tender for Bid Banker’s Acceptances. Each Bid Banker’s Acceptance Tender must comply with the requirements of this subsection 2.19(d) and must be submitted to the Administrative Agent by telephone so as to be received not later than 8:45 a.m. (Minneapolis, Minnesota time) on the proposed Bid Banker’s Acceptance Creation Date; provided , that if the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to submit a Bid Banker’s Acceptance Tender, it shall submit the same to the Company by telephone not later than 8:30 a.m. (Minneapolis, Minnesota time) on the proposed Bid Banker’s Acceptance Creation Date. No Bank shall discuss the proposed or actual terms of any Bid Banker’s Acceptance Tender with any other Bank before 9:00 a.m. (Minneapolis, Minnesota

time)on the proposed Bid Banker’s Acceptance Date. Subject to satisfaction of the applicable conditions set forth in subsections 4.5 through 4.9 hereof, any Bid Banker’s Acceptance Tender shall be irrevocable prior to 9:30 a.m. (Minneapolis, Minnesota time) on the proposed Bid Banker’s Acceptance Creation Date except (x) with the written consent of the Administrative Agent given on the written instructions of the Company, and (y) except to the extent specifically set forth below in the event of a Partially Accepted Bid.

(2) Each Bid Banker’s Acceptance Tender shall specify:

(A) the applicable Bid Banker’s Acceptance Creation Date;

(B) the face amount of Bid Banker’s Acceptances for which each offer is being made for each maturity date, which face amount shall be $2,000,000 or an integral multiple of $1,000,000 in excess thereof and may not exceed, in the aggregate as to all such Bid Banker’s Acceptances, the face amount of Bid Banker’s Acceptances for which offers were requested (although such Bid Banker’s Acceptance Tender may include any number of separate offers to create Bid Banker’s Acceptances for the same or different maturity dates at different fixed discount rates, each of which offers shall be capable of acceptance hereunder by the Company);

(C) the per annum (based on actual days elapsed and a year of 360 days) fixed discount rate (which shall include any acceptance or other commission) offered on each such face amount of Bid Banker’s Acceptances (expressed to three decimal places); and

(D) the identity of the tendering Bank.

(3) any Bid Banker’s Acceptance Tender shall be disregarded that:

(A) does not specify all the information required by subsection 2.19(d)(2) hereof;

(B) contains qualifying, conditional or similar language;

(C) proposes terms other than or in addition to those set forth in the applicable Invitation to Tender for Bid Banker’s Acceptances; or

(D) is received by the Administrative Agent after the time set forth in subsection 2.19(d)(1) hereof.

If any Bank shall elect not to submit a Bid Banker’s Acceptance Tender, such Bank shall notify the Administrative Agent to such effect before 9:00 a.m. (Minneapolis, Minnesota time) on the Business Day prior to the Bid Banker’s Acceptance Creation Date specified in the applicable Bid Banker’s Acceptance Tender Request Notice and such Bank shall not be obligated to, and shall not, create any Bid Banker’s Acceptance (or any part thereof) specified in said Notice; provided , that the failure of any Bank to give such notice shall not cause such Bank

to be obligated to create or discount any such Bid Banker’s Acceptance as part of such proposed Bid Banker’s Acceptance Financing.

(e) Notice to the Company . As soon as reasonably practicable, and in no event later than 9:00 a.m. (Minneapolis, Minnesota time) on the proposed Bid Banker’s Acceptance Creation Date, the Administrative Agent shall notify the Company by telephone of the terms of each Bid Banker’s Acceptance Tender submitted by a Bank that complies with subsection 2.19(d) hereof.

(f) Acceptance and Rejection of Bid Banker’s Acceptance Tenders .

(1) Acceptance and Notice by the Company . As soon as reasonably practicable and in no event later than 9:15 a.m. (Minneapolis, Minnesota time) on the proposed Bid Banker’s Acceptance Creation Date, the Company shall notify the Administrative Agent by telephone of its acceptance or rejection of the offers contained in the Bid Banker’s Acceptance Tenders of which it was notified pursuant to subsection 2.19(e) hereof. Such notification from the Company shall specify the aggregate face amount of offers at each discount rate for each maturity date that are accepted. The Company may accept any of the Bid Banker’s Acceptance Tenders in whole or in part; provided , that:

(A) the aggregate face amount of the Bid Banker’s Acceptances in respect of which offers are accepted may not exceed the aggregate face amount requested in the related Bid Banker’s Acceptance Tender Request Notice; and

(B) acceptances of Bid Banker’s Acceptance Tenders made in response to the same Invitation to Tender for Bid Banker’s Acceptances may only be made on the basis of ascending discount rates, provided that each resulting Bid Banker’s Acceptance must be in a face amount of $1,000,000 or an integral multiple of $100,000 in excess thereof.

If the Company rejects all Bid Banker’s Acceptance Tenders, the proposed Bid Banker’s Acceptance Financing shall be canceled and the Administrative Agent shall give the Banks prompt notice to that effect.

If (x) the aggregate face amount of the Bid Banker’s Acceptances offered by the Banks in their Bid Banker’s Acceptance Tenders aggregate less than, or (y) the Company does not accept offers contained in Bid Banker’s Acceptance Tenders in an aggregate face amount equal to, the aggregate face amount requested in the related Bid Banker’s Acceptance Tender Request Notice (either such event, a “ Partially Accepted Bid ”), the Banks whose offers are accepted shall have the right (but not the obligation) to revoke those offers as hereinafter set forth. In the event that a Partially Accepted Bid has occurred, the Company shall notify the Administrative Agent by telephone prior to 9:15 a.m. (Minneapolis, Minnesota time) on the proposed Bid Banker’s Acceptance Creation Date of the occurrence and of which Bid Banker’s Acceptance Tenders the Company accepts. By 9:30 a.m. (Minneapolis, Minnesota time), the Administrative Agent shall notify by telephone those Banks whose offers have been accepted that a Partially Accepted Bid has occurred, and shall inform those Banks of the sum of the accepted Bid Banker’s Acceptance Tenders and whether that Bank’s offer or offers have been accepted, and whether in whole or in part, specifying the date, face amount and maturity date of each Bid Banker’s Acceptance to be created by such Bank as part of the applicable Bid Banker’s Acceptance Financing and the

discount rate applicable to each such Bid Banker’s Acceptance to be created by such Bank. Each Bank whose offer has been accepted but which wishes to revoke that offer must do so by informing the Administrative Agent by telephone no later than 9:45 a.m. (Minneapolis, Minnesota time). The Administrative Agent shall then notify the Company by telephone of any bids which have been revoked prior to 10:00 a.m. (Minneapolis, Minnesota time) and shall subsequently notify by telephone those Banks whose bids were accepted and have not been revoked (collectively, the “Second Round Bids”) of the sum of the Second Round Bids prior to 10:15 a.m. (Minneapolis, Minnesota time). If any Bank whose bid was accepted as part of a Partially Accepted Bid revokes its offer before 9:45 (Minneapolis, Minnesota time), as described in the second preceding sentence, then each Bank whose bid has not previously been revoked may revoke its Second Round Bid by notifying the Administrative Agent by telephone prior to 10:30 a.m. (Minneapolis, Minnesota time). If any Second Round Bid is revoked by any Bank, or if the Company fails to notify the Administrative Co-Agent by 9:15 a.m. (Minneapolis, Minnesota time) that a Partially Accepted Bid occurred, all Bid Banker’s Acceptance Tenders submitted in response to the related Bid Banker’s Acceptance Tender Request Notice shall be deemed withdrawn. If any Second Round Bid is revoked, the Administrative Agent shall notify the Company by telephone prior to 10:45 a.m. (Minneapolis, Minnesota time) and shall notify those Banks whose offers have not previously been revoked by telephone prior to 11:00 a.m. (Minneapolis, Minnesota time).

(2) If offers to create Bid Banker’s Acceptances are made by two or more of the Banks at the same discount rate for the same maturity date for a greater aggregate face amount of Bid Banker’s Acceptances than the amount in respect of which offers to create Bid Banker’s Acceptances are accepted at that discount rate for that maturity date, the face amount of Bid Banker’s Acceptances in respect of which such offers are accepted at such discount rate for such maturity date shall be allocated by the Company, in its sole discretion, between or among such Banks, provided that each resulting Bid Banker’s Acceptance must be in a face amount of $1,000,000 or an integral multiple of $100,000 in excess thereof.

(3) Notification of Acceptances to Banks . Prior to 9:30 a.m. (Minneapolis, Minnesota time) on the proposed Bid Banker’s Acceptance Creation Date, the Administrative Agent shall notify by telephone each Bank that has made a Bid Banker’s Acceptance Tender whether a Partially Accepted Bid has occurred and whether that Bank’s offer or offers have been accepted, and whether in whole or in part, specifying the date, face amount and maturity date of each Bid Banker’s Acceptance to be created by such Bank as part of the applicable Bid Banker’s Acceptance Financing and the discount rate applicable to each such Bid Banker’s Acceptance to be created by such Bank. Promptly thereafter the Administrative Agent shall transmit by telecopier to each such Bank a copy of the Bid Banker’s Acceptance Certificate furnished by the Company pursuant to subsection 2.19(b)(4) hereof. Any Bank not receiving such notification by the time indicated in the second preceding sentence may conclusively presume that its offer or offers were not accepted.

(g) Preparation of Drafts and Creation and Discount of the Bid Banker’s Acceptance . The Company shall supply each Bank, upon execution of this Agreement and thereafter forthwith upon request by any such Bank, with a sufficient number of signed blank drafts, in the form of Exhibit A hereto or such other form as such Bank may customarily use in the creation of bankers’ acceptances and as may be acceptable to the Company, as any such Bank may

reasonably request. Each Bank shall hold such drafts supplied to it in safekeeping to be filled in and completed by such Bank as Bid Banker’s Acceptances from information provided by the Administrative Agent in accordance with subsection 2.19(f)(3) hereof. In case any authorized signatory of the Company whose signature shall appear on any draft shall cease to have such authority before the creation of a Bid Banker’s Acceptance with respect to such draft, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such creation. The Company hereby authorizes each Bank that is to create and discount a Bid Banker’s Acceptance as part of a Bid Banker’s Acceptance Financing to, and each such Bank will, before 12:00 noon (Minneapolis, Minnesota time) on the proposed Bid Banker’s Acceptance Creation Date specified in the notice received from the Administrative Agent pursuant to subsection 2.19(f)(3) hereof, (i) complete a presigned draft supplied to such Bank pursuant to this subsection 2.19(g) in accordance with the information contained in the said notice received from the Administrative Agent pursuant to subsection 2.19(f)(3) hereof which draft shall be dated the applicable Bid Banker’s Acceptance Creation Date and mature on the date specified in the applicable Bid Banker’s Acceptance Tender Request Notice, (ii) subject to the satisfaction of the applicable conditions set forth in subsections 4.5 through 4.9 hereof, duly accept and discount such draft at a price equal to the face amount thereof less the discount rate with respect thereto specified in the applicable notice from the Administrative Agent provided in accordance with subsection 2.19(f)(iii) hereof for the period from the date thereof to the date of its maturity, (iii) give the Administrative Agent telephonic notice of the creation of such Bid Banker’s Acceptance or Acceptances specifying the date, face amount, maturity and discount thereof and of the amount paid to the Administrative Agent pursuant to clause (iv) below, and (iv) pay to the Administrative Agent the net proceeds of its discount of such Bid Banker’s Acceptance by 2:00 p.m. (Minneapolis, Minnesota time) on the applicable Bid Banker’s Acceptance Creation Date. Promptly after receipt by the Administrative Agent of such funds and in any event not later than 3:00 p.m. (Minneapolis, Minnesota time) on such date the Administrative Agent will make any such proceeds received by the Administrative Agent available to the Company. Notwithstanding the foregoing, no Bank shall be obligated to create or discount Bid Banker’s Acceptances hereunder if such Bid Banker’s Acceptances would not be eligible for discount at a Federal Reserve Bank under applicable rules or regulations, would not meet the requirements of paragraph 7 of Section 13 of the Federal Reserve Act, as amended, or if any liability of such Bank that would arise from the creation of such Bid Banker’s Acceptance would constitute a deposit for which such Bank would be required to maintain reserves under Regulation D of the Board as from time to time in effect. The Companies acknowledge that a Bank’s decision to accept and discount any draft offered for acceptance and discount under Section 2.19 hereof will be made in reliance upon the truth of the representations made by the Companies in the related Bid Banker’s Acceptance Certificate establishing the eligibility for discount of any such Bid Banker’s Acceptance. The Companies will indemnify and save each Bank harmless from any loss or liability incurred by such Bank if any Bid Banker’s Acceptances created and discounted by such Bank are determined to be ineligible for discount or subject to reserves by reason of any misrepresentation made by the Company.

(h) Repayment Obligation of the Companies; Prepayments . The Companies hereby unconditionally agree to pay to each Bank that has created and discounted a Bid Banker’s Acceptance the face amount of each draft as to which a Bid Banker’s Acceptance was created and discounted by such Bank not later than 12:00 noon (Minneapolis, Minnesota time) on the maturity date thereof or such earlier date as may be required pursuant to any other provision of

this Agreement. In the absence of instructions from such Bank to the contrary, such payments shall be made by wire transfer of immediately available funds in accordance with the payment instructions set forth in Exhibit R hereto as such instructions may from time to time be changed by written notice from a Bank to the Administrative Agent and the Company. Bid Banker’s Acceptances may not be prepaid.

(i) Notice of Payment Default . Each Bank that has created and discounted a Bid Banker’s Acceptance pursuant to this subsection 2.19 shall notify the Administrative Agent and the Company as soon as practicable, and in no event later than 9:00 a.m. (Minneapolis, Minnesota time) on the Business Day immediately following the date payment is due with respect to such Bid Banker’s Acceptance pursuant to clause (h) of this subsection 2.19, of any failure by the Companies to remit the amounts payable pursuant to clause (h) of this subsection 2.19, and provided , however , that failure by any Bank to give notice as required by this sentence shall not release the Companies from, nor have any other effect on, such obligation to remit.

(j) Effect on Commitments . Although each Bid Banker’s Acceptance shall reduce the amount available to the Company in the form of other Extensions of Credit by the face amount of such Bid Banker’s Acceptance during the period in which said Bid Banker’s Acceptance is outstanding, each Bank’s obligation to make its Pro Rata Share portion of any subsequently requested Revolving Loans under Section 2.02 hereof, or to purchase its Pro Rata Share participation in existing or subsequently created Acceptances under subsection 2.18 hereof, shall not in any way be affected by that Bank’s creation of Bid Banker’s Acceptances.

(k) No Pro Rata Sharing . NO BANK SHALL BE OBLIGATED OR ENTITLED TO PARTICIPATE IN ANY WAY IN ANY BID BANKER’S ACCEPTANCE CREATED AND DISCOUNTED BY ANY OTHER BANK.

(l) Obligations Absolute . The obligation of the Companies to reimburse each Bank for the face amount of drafts as to which a Bid Banker’s Acceptance was created by that Bank shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances including, without limitation, the following circumstances:

(1) any lack of validity or enforceability of any Bid Banker’s Acceptance, draft or related documents;

(2) the existence of any claim, setoff, defense or other right which any Company may have at any time against a holder or any transferee of any Bid Banker’s Acceptance (or any persons or entities for whom any such transferee may be acting), that Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Company or one of its Subsidiaries and the holder of the Bid Banker’s Acceptance or a buyer or seller of goods from or to the Companies);

(3) any draft, demand, certificate or any other document presented with respect to any Bid Banker’s Acceptance proving to be forged,

fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(4) payment by that Bank under any Bid Banker’s Acceptance against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Bid Banker’s Acceptance; provided that such payment does not constitute gross negligence or willful misconduct of that Bank;

(5) any adverse change in the condition (financial or otherwise) of the Companies;

(6) any breach of this Agreement by the Companies or any Bank;

(7) any termination or reduction of the Commitments;

(8) any other circumstance or happening whatsoever, which is similar to any of the foregoing; or

(9) the fact that a Default or Event of Default shall have occurred and be continuing.

(m) Additional Payments . If by reason of (a) any change in, or adoption of, any applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement or (b) compliance by the Bank creating a Bid Banker’s Acceptance with any direction, request or requirement (whether or not having the force of law) of any Governmental Authority or monetary authority including, without limitation, Regulation D of the Board:

(1) that Bank shall be subject to any tax, levy, charge or withholding of any nature or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this subsection 2.19;

(2) any reserve, deposit, or (with respect to the face amount of drafts as to which an unmatured Bid Banker’s Acceptance was created only) capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Bid Banker’s Acceptance created by that Bank; or

(3) there shall be imposed on that Bank any other condition regarding this subsection 2.19, or any Bid Banker’s Acceptance;

and the result of the foregoing is directly or indirectly to increase the cost to that Bank of issuing, making or maintaining any Bid Banker’s Acceptance, or to reduce the amount receivable in respect thereof by that Bank, or in the case of capital adequacy requirements, the result is to increase the amount of capital required to be maintained by that Bank with respect to the face

amount of drafts as to which an unmatured Bid Banker’s Acceptance was created above the amount of capital which would otherwise be required to be maintained by that Bank with respect thereto (taking into account such Bank’s internal policies and practices with respect to capital maintenance as of the date hereof), then and in any such case such Bank may, at any time within a reasonable period after the additional cost is incurred or additional capital is required or the amount received is reduced, notify the Company, and the Companies shall pay on demand such amounts as such Bank may specify to be necessary to compensate such Bank for such additional cost or additional capital or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal at all times to the Floating Rate plus the Applicable Margin per annum. The determination by any Bank of any amount due pursuant to this subsection 2.19(m) as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. Each Bank, upon determining in good faith that any additional amounts will be payable pursuant to this subsection, will give prompt written notice thereof to the Company, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Companies’ obligations to pay additional amounts pursuant to this subsection.

(n) Indemnification; Nature of the Accepting Bank’s Duties . In addition to amounts payable as elsewhere provided in this subsection 2.19, the Companies hereby agree to protect, indemnify, pay and save each Bank that creates a Bid Banker’s Acceptance harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and allocated costs of internal counsel) which that Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of the Bid Banker’s Acceptance, other than as a result of the gross negligence or willful misconduct of that Bank as determined by a court of competent jurisdiction or (ii) the failure of that Bank to honor a draft under a Bid Banker’s Acceptance as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority. As between the Company and each Bank, the Company assumes all risks of the acts and omissions of, or misuse of the Bid Banker’s Acceptances issued by that Bank by, the respective holders of such Bid Banker’s Acceptances. In furtherance and not in limitation of the foregoing, no Bank shall be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Bid Banker’s Acceptance, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Bid Banker’s Acceptance or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Bid Banker’s Acceptance to comply fully with conditions required in order to draw upon such Bid Banker’s Acceptance; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or other handling of any document related to any such Bid Banker’s Acceptance or of the proceeds thereof; and (vii) for any consequences arising from causes beyond the control of that Bank. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Bank under or in

connection with the Bid Banker’s Acceptances issued by it or the related certificates, if taken or omitted in good faith, shall not put that Bank under any resulting liability to any Company.

(o) Information to Successful Bidders . Upon request by any Bank that has created a Bid Banker’s Acceptance, the Company shall deliver a Bid Banker’s Acceptance Certificate and a listing of the transactions being financed by that Bid Banker’s Acceptance, which shall state that no other financing is outstanding with respect to such transactions.

2.20 The Bid Loan Facility .

(a) Establishment of Bid Loan Facility . The Banks agree to make available to the Company a Bid Loan Facility, pursuant to which the Company may, as provided in this subsection 2.20, request the Banks, through the Administrative Agent, to make offers to make Bid Loans to the Company in an aggregate face amount not exceeding the Total Commitments; provided , however , that a Bank shall not make a Bid Loan if, after giving effect thereto and any payment of Outstandings made directly by the Administrative Agent, for the account of the Companies, from the proceeds of such Bid Loan, the Total Outstandings would exceed the Total Commitments.

(b) Bid Loan Tender Request Notice . When the Company wishes to request offers to make Bid Loans, it shall transmit to the Administrative Agent a Bid Loan Tender Request Notice so as to be received no later than 10:00 a.m. (Minneapolis, Minnesota time) on the second Business Day prior to the Bid Loan Borrowing Date proposed in such Notice, specifying:

(1) the proposed Bid Loan Borrowing Date, which shall be any Business Day seven days or more prior to the Termination Date;

(2) the aggregate principal amount of the proposed Bid Loan Financing which shall be a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof;

(3) the maturity dates (which shall not exceed four) of such Bid Loans to be made as part of such Bid Loan Financing (each of which maturity dates shall be a Business Day and may not be earlier than the date occurring seven days after the proposed Bid Loan Borrowing Date or later than the date occurring the earlier of the Termination Date or 180 days after the proposed Bid Loan Borrowing Date); and

(4) any other terms to be applicable to such Bid Loan Financing.

Each Bid Loan Tender Request Notice shall be given or signed on behalf of the Company by an officer or employee of the Company previously identified to the Administrative Agent in a writing satisfactory to the Administrative Agent as authorized to give Bid Loan Tender Request Notices.

(c) Invitation to Tender for Bid Loans . Promptly upon receipt of each Bid Loan Tender Request Notice and in any event not later than 3:00 p.m. (Minneapolis, Minnesota time) on the second Business Day prior to the Bid Loan Borrowing Date specified therein, provided the

aggregate principal amount of the proposed Bid Loan Financing does not exceed the limitations set forth in subsection 2.20(a), the Administrative Agent shall send to the Banks by telex or telecopier an Invitation to Tender for Bid Loans which shall constitute an invitation by the Company to each such Bank to submit Bid Loan Tenders offering to make Bid Loans to which such Bid Loan Tender Request Notice relates in accordance with subsection 2.20(d) hereof. Each Bid Loan Tender Request Notice shall be irrevocable.

(d) Submission and Contents of Bid Loan Tenders .

(1) Each Bank may submit one or more bids (each, a “ Bid Loan Tender ”) containing an offer or offers to make Bid Loans in response to any Invitation to Tender for Bid Loans. Each Bid Loan Tender must comply with the requirements of this subsection 2.20(d) and must be submitted to the Administrative Agent by telephone so as to be received not later than 8:45 a.m. (Minneapolis, Minnesota time) on the proposed Bid Loan Borrowing Date; provided , that if the Administrative Agent in its capacity as a Bank shall, in its sole discretion, elect to submit a Bid Loan Tender, it shall submit the same to the Company by telephone not later than 8:30 a.m. (Minneapolis, Minnesota time) on the proposed Bid Loan Borrowing Date. No Bank shall discuss the proposed or actual terms of any Bid Loan Tender with any other Bank before 9:00 a.m. on the proposed Bid Loan Borrowing Date. Subject to satisfaction of the applicable conditions set forth in subsections 4.5 through 4.9 hereof, any Bid Loan Tender shall be irrevocable prior to 9:30 a.m. (Minneapolis, Minnesota time) on the proposed Bid Loan Borrowing Date except (x) with the written consent of the Administrative Agent given on the written instructions of the Company, and (y) except to the extent specifically set forth below in the event of a Partially Accepted Bid.

(2) Each Bid Loan Tender shall specify:

(A) the applicable Bid Loan Borrowing Date;

(B) the principal amount of Bid Loans for which each offer is being made for each maturity date, which face amount shall be $2,000,000 or an integral multiple of $1,000,000 in excess thereof and may not exceed, in the aggregate as to all such Bid Loans, the principal amount of Bid Loans for which offers were requested (although such Bid Loan Tender may include any number of separate offers to make Bid Loans for the same or different maturity dates at different interest rates, each of which offers shall be capable of acceptance hereunder by the Company);

(C) the per annum (based on actual days elapsed and a year of 360 days) fixed interest rate (which shall include any facility or other fee) offered on each such principal amount of Bid Loans (expressed to three decimal places); and

(D) the identity of the tendering Bank.

(3) any Bid Loan Tender shall be disregarded that:

(A) does not specify all the information required by subsection 2.20(d)(2) hereof;

(B) contains qualifying, conditional or similar language;

(D) is received by the Administrative Agent after the time set forth in subsection 2.20(d)(1) hereof.

If any Bank shall elect not to submit a Bid Loan Tender, such Bank shall notify the Administrative Agent to such effect before 9:00 a.m. (Minneapolis, Minnesota time) on the Business Day prior to the Bid Loan Borrowing Date specified in the applicable Bid Loan Tender Request Notice and such Bank shall not be obligated to, and shall not, make any Bid Loan (or any part thereof) specified in said Notice; provided , that the failure of any Bank to give such notice shall not cause such Bank to be obligated to make any such Bid Loan as part of such proposed Bid Loan Financing.

(e) Notice to the Company . As soon as reasonably practicable, and in no event later than 9:00 a.m. (Minneapolis, Minnesota time) on the proposed Bid Loan Borrowing Date, the Administrative Agent shall notify the Company by telephone of the terms of each Bid Loan Tender submitted by a Bank that complies with subsection 2.20(d) hereof.

(f) Acceptance and Rejection of Bid Loan Tenders .

(1) Acceptance and Notice by the Company . As soon as reasonably practicable and in no event later than 9:15 a.m. (Minneapolis, Minnesota time) on the proposed Bid Loan Borrowing Date, the Company shall notify the Administrative Agent by telephone of its acceptance or rejection of the offers contained in the Bid Loan Tenders of which it was notified pursuant to subsection 2.20(e) hereof. Such notification from the Company shall specify the aggregate principal amount of offers at each interest rate for each maturity date that are accepted. The Company may accept any of the Bid Loan Tenders in whole or in part; provided , that:

(A) the aggregate principal amount of the Bid Loans in respect of which offers are accepted may not exceed the aggregate principal amount requested in the related Bid Loan Tender Request Notice; and

(B) acceptances of Bid Loan Tenders made in response to the same Invitation to Tender for Bid Loans may only be made on the basis of ascending interest rates, provided that each resulting Bid Loan must be in a principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof.

If the Company rejects all Bid Loan Tenders, the proposed Bid Loan Financing shall be canceled and the Administrative Agent shall give the Banks prompt notice to that effect.

If (x) the aggregate principal amount of the Bid Loans offered by the Banks in their Bid Loan Tenders aggregate less than, or (y) the Company does not accept offers contained in Bid Loan Tenders in an aggregate face amount equal to, the aggregate face amount requested in the related Bid Loan Tender Request Notice (either such event, a “ Partially Accepted Bid ”), the Banks whose offers are accepted shall have the right (but not the obligation) to revoke those offers as hereinafter set forth. In the event that a Partially Accepted Bid has occurred, the Company shall notify the Administrative Agent by telephone prior to 9:15 a.m. (Minneapolis, Minnesota time) on the proposed Bid Loan Borrowing Date of the occurrence and of which Bid Loan Tenders the Company accepts. By 9:30 a.m. (Minneapolis, Minnesota time), the Administrative Agent shall notify by telephone those Banks whose offers have been accepted that a Partially Accepted Bid has occurred, and shall inform those Banks of the sum of the accepted Bid Loan Tenders and whether that Bank’s offer or offers have been accepted, and whether in whole or in part, specifying the date, principal amount and maturity date of each Bid Loan to be made by such Bank as part of the applicable Bid Loan Financing and the interest rate applicable to each such Bid Loan to be created by such Bank. Each Bank whose offer has been accepted but which wishes to revoke that offer must do so by informing the Administrative Agent by telephone no later than 9:45 a.m. (Minneapolis, Minnesota time). The Administrative Agent shall then notify the Company by telephone of any bids which have been revoked prior to 10:00 a.m. (Minneapolis, Minnesota time) and shall subsequently notify by telephone those Banks whose bids were accepted and have not been revoked (collectively, the “Second Round Bids”) of the sum of the Second Round Bids prior to 10:15 a.m. (Minneapolis, Minnesota time). If any Bank whose bid was accepted as part of a Partially Accepted Bid revokes its offer before 9:45 (Minneapolis, Minnesota time), as described in the second preceding sentence, then each Bank whose bid has not previously been revoked may revoke its Second Round Bid by notifying the Administrative Agent by telephone prior to 10:30 a.m. (Minneapolis, Minnesota time). If any Second Round Bid is revoked by any Bank, or if the Company fails to notify the Administrative Agent by 9:15 a.m. (Minneapolis, Minnesota time) that a Partially Accepted Bid occurred, all Bid Loan Tenders submitted in response to the related Bid Loan Tender

Request Notice shall be deemed withdrawn. If any Second Round Bid is revoked, the Administrative Agent shall notify the Company by telephone prior to 10:45 a.m. (Minneapolis, Minnesota time) and shall notify those Banks whose offers have not previously been revoked by telephone prior to 11:00 a.m. (Minneapolis, Minnesota time).

(2) If offers to make Bid Loans are made by two or more of the Banks at the same interest rate for the same maturity date for a greater aggregate face amount of Bid Loans than the amount in respect of which offers to make Bid Loans are accepted at that interest rate for that maturity date, the principal amount of Bid Loans in respect of which such offers are accepted at such interest rate for such maturity date shall be allocated by the Company, in its sole discretion, between or among such Banks, provided that each resulting Bid Loan must be in a face amount of $1,000,000 or an integral multiple of $100,000 in excess thereof.

(3) Notification of Bid Loans to Banks . Prior to 9:30 a.m. (Minneapolis, Minnesota time) on the proposed Bid Loan Borrowing Date, the Administrative Agent shall notify by telephone each Bank that has made a Bid Loan Tender whether a Partially Accepted Bid has occurred and whether that Bank’s offer or offers have been accepted, and whether in whole or in part, specifying the date, principal amount and maturity date of each Bid Loan to be made by such Bank as part of the applicable Bid Loan Financing and the interest rate applicable to each such Bid Loan to be made by such Bank. Any Bank not receiving such notification by the time indicated in the second preceding sentence may conclusively presume that its offer or offers were not accepted.

(g) Funding of Bid Loans; Notes to Evidence Bid Loans . Upon receipt of the telephonic notification contemplated by subsection 2.20(f)(3) by a Bank whose offer or offers to make a Bid Loan or Bid Loans have been accepted, such Bank shall make the aggregate principal amount of such Bid Loan or Bid Loans available to the Administrative Agent for the account of the Companies at the office of the Administrative Agent set forth in Section 9.2 hereof prior to 2:00 p.m., Minneapolis, Minnesota time on the applicable Bid Loan Borrowing Date in funds immediately available to the Administrative Agent as the Administrative Agent may direct. The amounts so made available to the Administrative Agent shall be made available on such date to the Companies by the Administrative Agent by crediting the account of the Company on the books of such office of the Administrative Agent with the aggregate of such amounts in like funds as received by the Administrative Agent or in such manner as the Company may request in writing. Bid Loans made by a Bank shall be evidenced by a master promissory note of the Companies in form of Exhibit G-3-1 hereto (individually, a “Bid Loan Note,” and collectively as to all the Banks, the “Bid Loan Notes”) payable to the order of such Bank. Promptly after giving the telephonic notifications to the Banks contemplated by subsection 2.20(f)(3), the Administrative Agent shall complete and transmit by telecopier to each Bank whose offer or offers have been accepted one or more Bid Loan Schedules, substantially in the form thereof as attached to Exhibit G-3-1, showing for each such Bid Loan the name of such Bank, the amount of such Bid Loan, the applicable Borrowing Date and maturity date therefor and the interest rate

applicable thereto. Each such Bid Loan Schedule shall be attached by such Bank to its applicable Bid Loan Note and shall constitute a part of such Bid Loan Note. Each Bank is hereby authorized to record the date and amount of each payment and prepayment of a Bid Loan in its books and records and/or on the applicable Bid Loan Schedule attached to its Bid Loan Note; provided however, that any failure by a Bank to make any such entry or error in making such entry shall not otherwise affect the obligation of the Companies hereunder and on that Bank’s Bid Loan Note. Interest on each Bid Loan shall be computed on the basis of actual days elapsed and a year of 360 days and shall be payable on the last Business Day of each March, June, September and December following the Borrowing Date for such Bid Loan and on the date of repayment in full thereof. Principal of each Bid Loan shall be payable on the maturity date therefor as specified in the applicable Bid Loan Schedule.

(h) Repayment Obligation of the Companies; Prepayments . The Companies hereby unconditionally agree to pay to each Bank that has made a Bid Loan the principal amount of such Bid Loan (in the currency in which borrowed) not later than 12:00 noon (Minneapolis, Minnesota time) on the maturity date thereof or such earlier date as may be required pursuant to any other provision of this Agreement. In the absence of instructions from such Bank to the contrary, such payments shall be made by wire transfer of immediately available funds in accordance with the payment instructions set forth in Exhibit R hereto as such instructions may from time to time be changed by written notice from a Bank to the Administrative Agent and the Company. Subject to subsection 2.20(n) hereof, the Companies may, at their option, prepay any Bid Loan in whole or in part upon at least three Business Days’ irrevocable notice to the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify the Bank which made such Bid Loan. If such notice is given, the Companies shall make such prepayment, and the prepayment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid and any amounts due under subsection 2.20(n) hereof.

(i) Notice of Payment Default . Each Bank that has made a Bid Loan pursuant to this subsection 2.20 shall notify the Administrative Agent and the Company as soon as practicable, and in no event later than 9:00 a.m. (Minneapolis, Minnesota time) on the Business Day immediately following the date payment is due with respect to such Bid Loan pursuant to paragraph (h) of this subsection 2.20, of any failure by the Companies to remit the amounts payable pursuant to subparagraph (h) of this subsection 2.20, and provided , however , that failure by any Bank to give notice as required by this sentence shall not release the Companies from, nor have any other effect on, such obligation to remit.

(j) Effect on Commitments . Although each Bid Loan shall reduce the amount available to the Company in the form of other Extensions of Credit by the principal amount of such Bid Loan during the period in which said Bid Loan is outstanding, each Bank’s obligation to make its Pro Rata Share portion of any subsequently requested Revolving Loans under subsection 2.2 hereof, or to purchase its Pro Rata Share participation in existing or subsequently created Acceptances under subsection 2.18 hereof, shall not in any way be affected by that Bank’s making of Bid Loans.

(k) No Pro Rata Sharing . NO BANK SHALL BE OBLIGATED OR ENTITLED TO PARTICIPATE IN ANY WAY IN ANY BID LOAN MADE BY ANY OTHER BANK.

(l) Additional Payments . If by reason of (a) any change in, or adoption of, any applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any judicial or regulatory authority of any law, regulation, rule, decree or regulatory requirement or (b) compliance by the Bank making a Bid Loan with any direction, request or requirement (whether or not having the force of law) of any Governmental Authority or monetary authority including, without limitation, Regulation D of the Board:

(2) any reserve, deposit, or capital adequacy or similar requirement is or shall be applicable, imposed or modified in respect of any Bid Loan made by that Bank; or

(3) there shall be imposed on that Bank any other condition regarding this subsection 2.20, or any Bid Loan;

and the result of the foregoing is directly or indirectly to increase the cost to that Bank of making or maintaining any Bid Loan, or to reduce the amount receivable in respect thereof by that Bank, or in the case of capital adequacy requirements, the result is to increase the amount of capital required to be maintained by that Bank with respect to any Bid Loan above the amount of capital which would otherwise be required to be maintained by that Bank with respect thereto (taking into account such Bank’s internal policies and practices with respect to capital maintenance as of the date hereof), then and in any such case such Bank may, at any time within a reasonable period after the additional cost is incurred or additional capital is required or the amount received is reduced, notify the Company, and the Companies shall pay on demand such amounts as such Bank may specify to be necessary to compensate such Bank for such additional cost or additional capital or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate equal at all times to the Floating Rate plus the Applicable Margin per annum. The determination by any Bank of any amount due pursuant to this subsection 2.20(l) as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be final and conclusive and binding on all of the parties hereto. Each Bank, upon determining in good faith that any additional amounts will be payable pursuant to this subsection, will give prompt written notice thereof to the Company, which notice shall show the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Companies’ obligations to pay additional amounts pursuant to this subsection.

(m) Indemnification; Nature of the Bid Loan Bank’s Duties . In addition to amounts payable as elsewhere provided in this subsection 2.20, the Companies hereby agree to protect, indemnify, pay and save each Bank that makes a Bid Loan harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and allocated costs of internal counsel) which that Bank may incur or be subject to as a consequence, direct or indirect, of the making of the Bid Loan, other than as a result of the gross negligence or willful misconduct of that Bank as determined by a court of competent

jurisdiction. In furtherance and not in limitation of the foregoing, no Bank shall be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and making of any such Bid Loan, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Bid Loan or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (iv) for errors in interpretation of technical terms; (v) for any loss or delay in the transmission or other handling of any document related to any such Bid Loan or of the proceeds thereof; and (vi) for any consequences arising from causes beyond the control of that Bank. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Bank under or in connection with the Bid Loans made by it or the related documents, if taken or omitted in good faith, shall not put that Bank under any resulting liability to any Company.

(n) The Companies agree to indemnify each Bank and to hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of a default by any of the Companies in borrowing a Bid Loan after the Company has given notice of its acceptance of a Bid Loan Tender as provided in the last paragraph of subsection 2.20(f)(1) or in prepaying a Bid Loan after having given notice of such prepayment in accordance with the last sentence of subsection 2.20(h), or in the event of any prepayment of a Bid Loan on a day which is not a maturity date therefor, including, but not limited to, any such loss or expense arising from interest or fees payable by such Bank to lenders of funds obtained by it in order to maintain its Bid Loans hereunder and any loss or expense incurred in liquidating or redeploying deposits from which such funds were obtained. This covenant shall survive termination of this Agreement and payment of the outstanding Notes.

2.21. Payments; Remission of Funds . Each payment (including any prepayment) to be made hereunder by the Companies to the Administrative Agent, for its own account or for the account of any Bank, shall be made, in the absence of instructions from the Administrative Agent to the contrary, to the Administrative Agent by wire transfer of immediately available funds to U.S. Bank National Association, Minneapolis, Minnesota, Attn: Commercial Loan Operations, Ref: Quad/Graphics not later than 12:00 noon (Minneapolis, Minnesota time) on the due date of such payment; provided , that any such payment shall be deemed to have been received by the Administrative Agent by 12:00 noon (Minneapolis, Minnesota time) on such due date if (x) the Company shall have instructed the Administrative Agent to apply the proceeds of new Extensions of Credit scheduled to be made on such due date to such payment or payments and (y) such proceeds, together with other funds the Company has directed the Agent to apply, are sufficient, or would be sufficient but for the failure of a Bank to fund such new Extensions of Credit on such date, to make such payment or payments in full. Funds not received or not deemed to have been received by such hour shall be deemed to have been received by the Administrative Agent on the next Business Day. The Company hereby irrevocably authorizes the Administrative Agent to charge the Company’s account maintained with the Administrative Agent on the due date of any such payment in an amount equal to such payment, and the Administrative Agent will promptly give the Company advice of such charges by telephone,

confirmed as soon as practicable in writing. On the same Business Day on which the Administrative Agent has received or is deemed to have received any such payment (in the case of a payment not received or not deemed to have been received by 12:00 noon (Minneapolis, Minnesota time)), the Administrative Agent shall remit to each Bank entitled to receive such payment such Bank’s ratable share thereof in accordance with the payment instructions set forth in Exhibit R hereto, as such instructions may from time to time be changed by written notice from a Bank to the Administrative Agent. Each remission of funds to be made by the Administrative Agent or any Bank hereunder to the Company shall be made, in the absence of instructions from the Company to the contrary, to the Company in immediately available funds, in the case of the Administrative Agent, by depositing such funds in Account Number 1-602-3345-4059 maintained by the Company with the Administrative Agent and, in the case of each Bank, by wire transfer to U.S. Bank National Association, Minneapolis, Minnesota, Attn: Commercial Loan Operations, Ref: Quad/Graphics (for further credit to Quad/Graphics, Inc.’s Account Number 1-602-3345-4059). Each payment to be made by the Companies to any Bank hereunder shall be made, in the absence of instructions from such Bank to the contrary, by wire transfer of immediately available funds in accordance with the payment instructions set forth in Exhibit R hereto as such instructions may from time to time be changed by written notice from a Bank to the Administrative Agent and the Company.

2.22. Taxes .

(i) All payments by the Companies to or for the account of any Bank or the Administrative Agent hereunder or under any Note hereunder (whether in respect of principal, interest, fees or otherwise and including pursuant to an Foreign Currency Addendum) shall be made free and clear of and without deduction for any and all Taxes. If the Companies, or any of them, shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Bank or the Administrative Agent, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.22) such Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) such Company shall make such deductions, (c) such Company shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) such Company shall furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof within 30 days after such payment is made.

(ii) In addition, each of the Companies hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note or any other Loan Document (“Other Taxes”).

(iii) Each of the Companies hereby agrees to indemnify the Administrative Agent and each Bank for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 2.22) paid by the Administrative Agent or such Bank as a result of its Revolving Loan Commitment, including its Foreign Currency Loans or commitment to make the same, if any, any Loans made by it hereunder, or otherwise in connection with its participation in this Agreement and any liability (including

penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within 30 days of the date the Administrative Agent or such Bank makes demand therefor. This indemnification obligation shall survive any termination of this Agreement.

(iv) Each Bank that is not incorporated under the laws of the United States of America or a state thereof (each a “Non-U.S. Lender”) agrees that it will, not more than ten Business Days after the date on which it becomes party to this Agreement (but in any event before a payment is due hereunder), (i) deliver to the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to the Administrative Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Company and the Administrative Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Company or the Administrative Agent. All forms or amendments described in the preceding sentence shall certify that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form or amendment with respect to it and such Bank advises the Company and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

(v) For any period during which a Non-U.S. Lender has failed to provide the Company with an appropriate form pursuant to clause (iv), above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 2.22 with respect to Taxes imposed by the United States; provided, that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (iv), above, the Company shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes.

(vi) Any Bank that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Company (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.

(vii) If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Bank (because the appropriate form was not delivered or properly completed, because such Bank failed to notify the Administrative Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Bank shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this subsection, together with all costs and expenses related thereto (including attorneys fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent). The obligations of the Banks under this Section 2.22(vii) shall survive the payment of the Obligations and termination of this Agreement.

SECTION 3. REPRESENTATIONS AND WARRANTIES

In order to induce the Banks to enter into this Agreement and to make the Extensions of Credit herein provided for, and in recognition of the fact that the Banks are acting in reliance thereupon, the Companies hereby covenant, represent and warrant to each Bank that:

3.1. Financial Condition . The consolidated balance sheets of the Company and its Restricted Subsidiaries as at December 31, 2002, December 31, 2003 and December 31, 2004, and the related consolidated statements of operations, stockholders’ investment and cash flows for the fiscal years, or the portion thereof, ended on such dates, certified, in the case of the December 31, 2002, December 31, 2003 and December 31, 2004 financial statements, by the Company’s auditors, copies of which have heretofore been furnished to each Bank, are complete and correct and present fairly the consolidated financial condition of the Company and its Restricted Subsidiaries as at such dates, and the consolidated results of their operations and changes in cash position for the fiscal years, or the portion thereof, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). As of the respective dates thereof, neither the Company nor any of its Restricted Subsidiaries has any material Indebtedness, Contingent Obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment, which is not reflected in any of the foregoing statements or in the notes thereto.

3.2. No Change . Since December 31, 2004, there has been no material adverse change in the business, operations, assets, Property, prospects or financial condition of the Company and its Restricted Subsidiaries taken as a whole (except to the extent that the litigation set forth in Exhibit K hereto is considered a material adverse change), and there has been no fire, explosion, labor dispute, storm, act of God, accident or other casualty which has had a material adverse effect upon the business, operations, assets, Property, prospects or financial condition of the Company and its Restricted Subsidiaries taken as a whole.

3.3. Corporate Existence; Compliance with Law . Each of the Companies is duly organized, validly existing and in good standing (or equivalent) under the laws of the jurisdiction

of its incorporation, and has the corporate power and authority and the legal right to own and operate its Property, to lease the Property it operates and to conduct the business in which it is currently engaged. The Companies’ corporate names are as set forth herein. Each of the Companies is duly qualified as a foreign corporation and in good standing (or equivalent) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification, and is in compliance with all Requirements of Law, except to the extent that the failure so to qualify or comply does not, in the aggregate, have a material adverse effect upon the business, operations, assets, Property, prospects or financial condition of the Companies taken as a whole, or a material adverse effect upon the ability of the Companies to perform their Obligations under all Loan Documents including, but not limited to, this Agreement and the Notes.

3.4. Corporate Power; Enforceable Obligations . The Companies each have the corporate power and the authority to enter into, deliver, issue and perform all of their obligations under all Loan Documents including, but not limited to, this Agreement and the Notes. The Companies have the corporate power and the authority to borrow under this Agreement. The Loan Documents, including, but not limited to, this Agreement and the Notes, when duly executed and delivered on behalf of the Companies, will constitute legal, valid and binding obligations of the Companies enforceable against the Companies in accordance with their terms.

3.5. No Legal Bar . No consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents, including, but not limited to, this Agreement and the Notes. The execution, delivery and performance of the Loan Documents, including, but not limited to, this Agreement and the Notes, prospective borrowings hereunder and the use of the proceeds thereof, (i) have been duly authorized by all necessary corporate action, (ii) will not require any consent or approval of the Companies’ stockholders, (iii) will not violate any Requirement of Law or any Contractual Obligation of the Companies and (iv) will not result in, or require the creation or imposition of, any Lien on any of the Companies’ respective Properties or revenues pursuant to any Requirement of Law or Contractual Obligation.

3.6. No Material Litigation . Except as set forth in Exhibit K hereto, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Companies, threatened by or against any of the Companies or against any of their respective Properties or revenues (a) with respect to the Loan Documents, including, but not limited to, this Agreement or the Notes, or any of the transactions contemplated hereby or thereby, or (b) which, if adversely determined, could have a material adverse effect upon the business, operations, assets, Property, prospects or financial condition of the Companies taken as a whole.

3.7. No Default . Neither the Company nor any of its Restricted Subsidiaries is in default under the Existing Loan Agreement nor has there been an event of default relating thereto. In addition, no “event of default” exists under any Contractual Obligation of any of the Companies in any respect which could be materially adverse to the business, operations, assets, Property, prospects or financial condition of the Companies taken as a whole, or which could have a material adverse effect upon the ability of the Companies to perform their obligations under the

Loan Documents, including, but not limited to, this Agreement or the Notes. No Default or Event of Default has occurred and is continuing.

3.8. Liens . None of the Restricted Property of the Companies is subject to any Lien, except as permitted in subsection 6.1.

3.9. No Burdensome Restrictions . No Contractual Obligation of any of the Companies and no Requirement of Law has a material adverse effect upon, or insofar as the Companies may reasonably foresee may have such an effect upon, the business, operations, assets, Property, prospects or financial condition of the Companies taken as a whole.

3.10. Taxes . The Companies have filed all tax returns required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or provided adequate reserves for payment thereof. The Companies have each paid, or provided adequate reserves for, all taxes, including interest and penalties, shown to be due on any assessments made against it or any of its Property and all other taxes, fees and other charges imposed on it or its Property by any Governmental Authority. Except as expressly disclosed in the financial statements referred to in subsection 3.1, the Companies have no outstanding unpaid tax liabilities (except for taxes which are currently accruing from their current operations and ownership of Property, which are not delinquent) and no tax deficiencies have been proposed or assessed against them, except for liabilities and deficiencies the amount or validity of which is currently being contested in good faith by appropriate proceedings with adequate reserves being maintained therefor.

3.11. Board Regulations . Neither the Company nor any of its Subsidiaries is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board as now and from time to time hereafter in effect.

3.12. ERISA . Neither the Company nor any Commonly Controlled Entity has been, since July 1, 1974, an “Employer,” as defined in Section 3(5) of ERISA, in respect of any defined benefit plan, except to the extent specified on Exhibit S attached hereto.

3.13. Investment Company Act . The Company and its Subsidiaries are not “investment companies” or companies “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

3.14. Subsidiaries and Affiliates . The Company has no Subsidiaries except those set forth on Exhibit L, as the same may be supplemented by the Company from time to time, and any Unrestricted Subsidiary having an Adjusted Net Worth of less than $50,000 as of its organization (for the purposes of this subsection, a “ Low Net Worth Subsidiary ”). All of the outstanding stock, membership interests or partnership interests, as the case may be, of each Restricted Subsidiary has been validly issued, is fully paid and nonassessable (except as provided by Wis. Stat. Sec. 180.0622), and is wholly owned by the Company and/or a Restricted Subsidiary free and clear of any Liens. The Company does not own shares of the voting stock, membership interests or partnership interests, as the case may be, of any Person other than those set forth on Exhibit L, as the same may be supplemented by the Company from time to time, and any Low Net Worth Subsidiary.

3.15. No Misstatements . No information, exhibit or report furnished by the Companies to the Banks in connection with the negotiation of, or pursuant to, this Agreement contains any material misstatement of fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading.

3.16. Ownership of Property . Each of the Companies has good and marketable title to its real properties and good and sufficient title to its other properties, including all properties and assets referred to as owned by the Companies in the most recent financial statement referred to in Section 3.1, without knowledge of any defect in title, which defect could reasonably be expected to have a material adverse effect on the business, operations, properties, assets or condition (financial or otherwise) of the Companies taken as a whole.

3.17. Securities Laws . To the best of the Companies’ knowledge, (i) no Company has issued any unregistered securities in violation of the registration requirements of Section 5 of the Securities Act of 1933, as amended, or any other law, and (ii) no Company is violating any rule, regulation or requirement under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, in any material respect.

3.18. Intellectual Property . Each of the Companies possesses or has the right to use all of the patents, trademarks, tradenames, service marks and copyrights, and applications therefore, and all technology, knowhow, processes, methods and designs used in or necessary for the conduct of its business, without known conflict with the rights of others, which conflict could reasonably be expected to have a material adverse effect on the business, operations, properties, assets or condition (financial or otherwise) of the Companies taken as a whole.

3.19. Environmental, Health and Safety Laws . There does not exist any violation by any of the Companies of any applicable Requirement of Law relating to environmental, pollution, health or safety matters which will or threatens to impose a material liability on any of the Companies or which would require material expenditure by any of the Companies to cure. None of the Companies has received any notice to the effect that any of its operations or properties are not in material compliance with any such Requirement of Law or notice that it or its property is the subject of any governmental investigation evaluating whether any remedial action is needed to respond to any release of any toxic or hazardous waste or substance to the environment, which noncompliance or remedial action could reasonably be expected to have a material adverse effect on the business, operations, properties, assets or condition (financial or otherwise) of the Companies taken as a whole.

SECTION 4. CONDITIONS PRECEDENT

This Agreement shall become effective upon satisfaction of the conditions set forth in subsections 4.1 through 4.4, and the Banks shall not be required to make any Extensions of Credit hereunder unless those conditions have been satisfied, and unless each of the conditions set forth in subsections 4.6 through 4.9 is satisfied as of the date requested for the Extension of Credit, provided, that, the condition set forth in subsection 4.2(c) may, at the option of the Company, be satisfied subsequent to the Effective Date provided that it is satisfied by the earlier of February 15, 2006 or the date on which the Company completes its placement of senior secured notes that is anticipated to close in January, 2006:

4.1. Credit Agreement; Existing Revolving Credit Agreement .

(a) Credit Agreement . The Companies shall have delivered this Agreement, executed by a Responsible Officer, to each Bank.

(b) Existing Credit Agreements . To the extent of any amounts outstanding under the Existing Credit Agreement, if any, the Company shall have requested Revolving Loans and/or Swing-Line Loans in the aggregate amount necessary to pay to the lenders all outstanding principal and all interest, fees and other charges accrued through the Effective Date under the Existing Credit Agreement, and shall have delivered all documents required by subsection 2.4 to request Revolving Loans and/or Swing-Line Loans, each duly executed by a Responsible Officer, to the Administrative Agent, and the Administrative Agent shall have received proof satisfactory to the Administrative Agent that the Existing Credit Agreement has been terminated, and all amounts owed thereunder have been paid.

4.2. Notes and Documents Relating to Liens .

(a) Notes . The Administrative Agent shall have received for the account of the Banks Notes, payable to the order of each Bank, conforming to the requirements hereof and duly executed by a Responsible Officer.

(b) Drafts . If requested by the Administrative Agent and each Bank, each of the Administrative Agent and each Bank shall have received drafts drawn on it, conforming to the requirements of subsections 2.18(c) and 2.19(g) hereof and duly executed by a Responsible Officer.

(c) UCC Searches . The Administrative Agent shall have received copies of the UCC searches with respect to the Company made in the offices of the Wisconsin and New York Secretaries of State, the Register of Deeds for Washington, Dodge, Milwaukee and Waukesha Counties, Wisconsin, the Register of Deeds (or Clerk of Superior Court) for Upson County, Georgia, the Register of Deeds (or County Clerk) for Saratoga County, New York, the County Clerk of the County Commission, Berkley County, West Virginia, the Secretary of State of West Virginia and the Wisconsin Department of Financial Institutions, all with a “search-through” date of no earlier than October 1, 2005, together with an updated search from the Wisconsin Department of Financial Institutions requested no earlier than October 25, 2005, all showing no Liens affecting the Restricted Property of the Company other than Liens permitted under subsection 6.1 and Liens securing the Existing Loan Agreement.

4.3. Legal Opinion . The Administrative Agent shall have received, for the account of each Bank, an opinion of in-house counsel to the Companies, dated as of the Effective Date, addressed to the Banks, substantially in the form of Exhibit M hereto and covering such other matters as the Banks may reasonably require.

4.4. Corporate Documents and Certificates .

(a) Corporate Proceedings of the Companies . The Administrative Agent shall have received, with a counterpart for each Bank, a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors of each of the

Companies authorizing (i) the execution, delivery and performance of this Agreement, the Notes and the other Loan Documents to which it is a party, and (ii) the Extensions of Credit contemplated hereunder, certified by the Secretary or an Assistant Secretary of each of the Companies as of the Effective Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate.

(b) Incumbency Certificates of the Companies . The Administrative Agent shall have received, with a counterpart for each Bank, a certificate of each of the Companies, dated the Effective Date, as to the incumbency and signature of the officers of each of the Companies executing any Loan Document, satisfactory in form and substance to the Administrative Agent and its counsel, executed by the Secretary or any Assistant Secretary of each of the Companies.

(c) Corporate Documents . The Administrative Agent shall have received, with a counterpart for each Bank, true and complete copies of the certificate of incorporation and by-laws of each of the Companies, certified as of the Effective Date as true, complete and correct copies thereof by the Secretary or an Assistant Secretary of each of the Companies.

(d) Good Standing Certificates . The Administrative Agent shall have received, with a counterpart for each Bank, copies of certificates dated as of a recent date from the Secretary of State or other appropriate authority of such jurisdiction, evidencing the good standing (or comparable status) of the Companies in its jurisdiction of organization and each State where the ownership, lease or operation of property or the conduct of business requires it to qualify as a foreign corporation, except where the failure so to qualify would not have a material adverse effect on the business, operations, condition (financial or otherwise) or prospects of the Companies taken as a whole.

4.5. Documentation; Initial Extension of Credit . Upon determining that all conditions set forth in subsections 4.1 through 4.4 above have been satisfied, and receiving each Bank’s Pro Rata Share of any Revolving Loans to be made, the Administrative Agent shall make the proceeds of the Acceptances and Revolving Loans described in subsection 4.1(b) available to the Companies by applying said proceeds to satisfy all obligations of the Companies under the Existing Credit Agreement. Each of the Banks acknowledges that, upon such application, the Companies will have satisfied all obligations under the Existing Credit Agreement other than obligations that survive the repayment of the notes under, and termination of, the Existing Credit Agreement. Each of the Companies acknowledges that from and after the Effective Date, the Companies shall have no right to obtain Extensions of Credit under the Existing Credit Agreement. The Acceptances and Revolving Loans described in subsection 4.1(b) shall be treated as Acceptances under subsection 2.18 hereof and Revolving Loans under subsections 2.2 through 2.16 hereof, and the Obligations of the Companies and the Banks with respect to those Acceptances and Revolving Loans shall be as described in subsections 2.18 and 2.2 through 2.16, respectively, notwithstanding the creation of those Acceptances and Revolving Loans without compliance with the notice requirements or any other provision described in subsections 2.18 and 2.2 through 2.16, respectively. Except as described in the preceding portion of this subsection 4.5, the Banks shall have no obligation to make any Extension of Credit unless the Companies shall have delivered to the Administrative Agent, in a timely fashion, all written or oral notices or requests, or other documents, required by the provisions of this Agreement to be

executed and delivered to the Administrative Agent on or before the Bid Banker’s Acceptance Creation Date, Borrowing Date or Drawing Date, as appropriate, and the matters certified in any such request shall be true and correct on the date thereof and shall be true and correct on the date of the Loan requested therein or confirmed thereby or the Effective Date, as the case may be.

4.6. Maximum Extensions of Credit . The requested Extension of Credit does not and would not cause the Total Outstandings to exceed the Total Commitments.

4.7. Representations and Warranties . The representations and warranties made by the Companies herein, in any Loan Document, or in any certificate, document, financial statement or other statement delivered hereunder shall be true as of the Bid Banker’s Acceptance Creation Date, Borrowing Date or Drawing Date, as the case may be, to the same extent as if made on and as of such date and shall be true after giving effect to each such transaction.

4.8. No Default or Event of Default . No Default or Event of Default has occurred and remains uncured as of the Bid Banker’s Acceptance Creation Date, Borrowing Date or Drawing Date, as the case may be and no Default or Event of Default shall have occurred after giving effect to each such transaction.

4.9. Additional Matters . All other documents and legal matters in connection with the transactions contemplated by this Agreement are, as of the Bid Banker’s Acceptance Creation Date, Borrowing Date or Drawing Date, as the case may be, satisfactory in form and substance to the Banks and counsel for the Banks.

SECTION 5. AFFIRMATIVE COVENANTS

The Companies hereby agree that, so long as the Commitments remain in effect, any Note remains outstanding and unpaid, any Draft or Bid Banker’s Acceptance is outstanding or any amount is owed to any of the Banks hereunder, the Company shall, and in the case of the agreements set forth in subsections 5.3 through 5.9, all of the Companies shall:

5.1. Financial Statements . Furnish to each Bank:

(a) as soon as available, but in no event more than ninety days after the end of each fiscal year of the Company, a copy of the consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such year and the related consolidated statements of operations, stockholders’ investment and cash flows for such year, setting forth in each case in comparative form the figures for the previous year, certified, without a “going concern” or like qualification or exception or any qualification arising out of the scope of the audit, by independent certified public accountants of nationally recognized standing acceptable to the Administrative Agent; and

(b) as soon as available, but in no event more than forty-five days after the end of each of the first three quarterly periods of each fiscal year of the Company, the unaudited consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of operations and cash flows of the Company and its Restricted Subsidiaries for such quarterly period and the portion of the fiscal year through such date, setting forth in each case in comparative

form the figures for the same period during the previous year, certified by a Responsible Officer (subject to normal year-end audit adjustments).

All such financial statements shall be complete and correct in all material respects and be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except that financial statements described in subsection 5.1(b) may be presented without footnotes and except as otherwise approved by such accountants or Responsible Officer, as the case may be, and disclosed therein).

5.2. Certificates; other Information . Furnish to each Bank:

(a) concurrently with the delivery of the financial statements referred to in subsection 5.1(a), above, a certificate from the independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;

(b) Reserved;

(c) concurrently with the delivery of the financial statements referred to in subsection 5.1(a) and (b) above, a certificate in the form attached hereto as Exhibit N from a Responsible Officer (i) stating that, to the best of such officer’s knowledge, the Companies have, during the applicable period, observed or performed all of their covenants and other agreements and satisfied every condition contained in this Agreement and the Notes, and (ii) showing in detail the calculations supporting such statement in respect of subsections 6.7, 6.8, 6.9 and 6.10;

(d) concurrently with the financial statements referred to in subsections 5.1(a) and 5.1(b), above, and as of the date of such financial statements, a schedule in the form of Exhibit O hereto listing all letters of credit outstanding for the account of any of the Companies, setting forth a summary of invoices and paper purchases by state, aggregate shipments by state with respect to all transactions relied on as the basis for eligibility of Acceptances and Bid Banker’s Acceptances, and a summary of trade receivable aging statistics and valuing on a FIFO basis all inventory belonging to any of the Companies and which the Companies have on hand (excluding, however, inventory that is not new, unused, unencumbered, in good condition and readily usable or salable in the ordinary course of business), setting forth a summary of all transactions eligible for financing by an Acceptance and listing all outstanding Interest Rate Agreements, Foreign Exchange Agreements and deposits or prepayments described in subsection 6.12;

(e) promptly, such additional financial and other information as the Banks may from time to time reasonably request;

(f) as soon as available, a copy of registration statements, reports on Form 10-K and 10-Q, proxy statements and such other statements and reports as may be filed with the Securities and Exchange Commission under the Securities Act of 1933, or filed with the Commission or sent to shareholders after the Company has registered securities under Section 12 of the Securities Exchange Act of 1934; and

(g) promptly upon preparation thereof, all prospectuses, offering circulars, offering memoranda, or similar materials relating to any public or private offering of securities of the Companies.

5.3. Payment of Taxes and Other Obligations . Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments, and other governmental charges or levies imposed upon it, its income or its Properties, and all other items of Indebtedness (but only to the extent that failure to pay such Indebtedness would constitute an Event of Default under the provisions of subsection 7.1(e) hereof) and other obligations of whatever nature, unless the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Company or its Subsidiaries, as the case may be. For purposes of this subsection 5.3, accounts payable shall be considered delinquent only if more than 90 days past due.

5.4. Conduct of Business and Maintenance of Existence . Continue to engage in business of the same general type as now conducted by it, and preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business; and comply with all Contractual Obligations and Requirements of Law except to the extent that the failure to comply therewith could not have a material adverse effect upon the business, operations, assets, Property, prospects or financial condition of the Company and its Subsidiaries taken as a whole.

5.5. Maintenance of Property, Insurance . Keep all Property useful and necessary in its business in good working order and condition; maintain with financially sound and reputable insurance companies insurance on all of its Property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business; and furnish to each of the Banks, upon written request, full information as to the insurance carried.

5.6. Inspection of Property; Books and Records; Discussions . (i) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; (ii) permit representatives of each Bank to visit and inspect any of its Properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired; and (iii) permit representatives of each Bank to discuss the business, operations, assets, Properties, prospects and financial condition of the Companies with officers of the Companies and with their independent certified public accountants.

5.7. Notices . Promptly give notice to each Bank:

(a) of the occurrence of any Default or Event of Default;

(b) of any material default known to a Responsible Officer of the Company or event of default under any Contractual Obligation of the Companies;

(c) of any litigation, investigation or proceeding which may exist at any time between the Companies and any Governmental Authority, and which, if adversely

determined, could have a material adverse effect upon the business, operations, assets, Property, prospects or financial condition of the Companies taken as a whole;

(d) of any litigation or proceeding affecting the Companies, their Property, in which the amount involved is $3,000,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought;

(e) of the following events, as soon as possible and in any event within 30 days after the Company knows or has reason to know thereof: (i) the occurrence or expected occurrence of any Reportable Event with respect to any Plan with respect to which any of the Companies is an employer; (ii) the institution of proceedings or the taking or expected taking of any other action by PBGC or the Companies or any Commonly Controlled Entity to terminate, withdraw or partially withdraw from any such Plan and with respect to a Multiemployer Plan, the reorganization or insolvency of such a Plan, and in addition to such notice, deliver to the Banks whichever of the following may be applicable: (A) a certificate of the chief financial officer of the Company setting forth details as to such Reportable Event and the action that the Company or Commonly Controlled Entity proposes to take with respect thereto, together with a copy of any notice of such Reportable Event that may be required to be filed with the PBGC, or (B) any notice delivered by the PBGC evidencing its intent to institute such proceedings or any notice to the PBGC that such Plan is to be terminated, as the case may be; or (iii) of any meeting of the shareholders of any of the Companies;

(f) of any material adverse change in the business, operations, assets, Property, prospects or financial condition of the Company or any of its Restricted Subsidiaries;

(g) immediately of any Change in Control, and immediately of any Change in Control anticipated by the Company to occur in or within thirty (30) days (including with such notice in each case, without limitation, the identity of any possible acquiring Person, and the price to be paid from each share of voting stock outstanding, whether in cash, stock, indebtedness or other instrument or property).

5.8. Environmental Matters; Reporting . The Companies will observe and comply with, and the Company will cause each of its Subsidiaries to observe and comply with, all Requirements of Law relating to health, safety, pollution, hazardous materials or other environmental matters to the extent non-compliance could result in a material liability or otherwise have a material adverse effect on the Companies taken as a whole. The Company will give the Administrative Agent prompt written notice of any violation as to any environmental matter by the Company or any Subsidiary and of the commencement of any judicial or administrative proceeding related to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation.

5.9. Performance by the Companies . Promptly pay each of the Obligations when due and promptly make any payment required under this Agreement or any of the other Loan Documents, and faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Agreement and in any and every Loan Document executed and delivered hereunder.

5.10. Reserved .

Each notice pursuant to this section 5 shall be accompanied by a statement of the chief executive officer or chief financial officer of the Company setting forth details of the occurrence referred to therein and stating what action the Company proposes to take with respect thereto. For all purposes of subsection 5.7(e), the Company shall be deemed to have all knowledge or knowledge of all facts attributable to the administrator of any such Plan.

SECTION 6. NEGATIVE COVENANTS

The Companies hereby agree that, so long as the Commitments of the Banks remain in effect, any Note remains outstanding and unpaid, any Draft or Bid Banker’s Acceptance is outstanding or any amount is owed to any of the Banks hereunder, the Companies shall not directly or indirectly:

6.1. Limitation on Liens . Create, incur, assume or suffer to exist, any Lien upon any of the Companies’ Restricted Property, except:

(a) Liens for taxes, assessments or governmental charges which are not yet due or delinquent or which are being contested in good faith by appropriate proceedings and provided adequate reserves with respect thereto are maintained on the books of the Companies, as the case may be, in accordance with GAAP;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising by operation of law in the ordinary course of business, provided the obligations giving rise to such Liens are not yet due or delinquent or are being contested in good faith by appropriate proceedings and provided adequate reserves with respect thereto are maintained on the books of the Companies, as the case may be, in accordance with GAAP;

(c) pledges or deposits made in connection with workmen’s compensation laws, unemployment insurance laws, social security laws or other similar legislation;

(d) deposits made to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e) Liens in favor of the United States of America for amounts paid to the Companies as progress payments under government contracts; and

(f) Liens in favor of the Banks and securing the Obligations on a pro rata basis.

6.2. Prohibition of Fundamental Changes . Enter into any transaction of merger, consolidation or amalgamation; liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution); convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or a substantial part of its business or assets; or make any material change in the nature of its present business or its method of conducting its present business, except that, if no Default or Event of Default exists or would exist following consummation of the transaction:

(a) any Subsidiary may be merged or consolidated with or into the Company or a Restricted Subsidiary ( provided , that the Company or such Restricted Subsidiary shall be the continuing or surviving corporation);

(b) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or another Restricted Subsidiary;

(c) the Company or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of all of the business, assets, stock, partnership interests or other evidence of beneficial ownership of any Unrestricted Subsidiary;

(d) the Company or any Restricted Subsidiary may sell assets (other than Restricted Property) to the issuer of Phantom Bonds contemporaneously with such issuance, if and only if the Company or the Restricted Subsidiary simultaneously purchases all of such issue of Phantom bonds and leases such assets;

(e) the Company may merge or consolidate with any other Person so long as the Company shall be the continuing or surviving corporation; and

(f) a Restricted Subsidiary may merge or consolidate with any other Person (other than as provided above in this Section 6.2) so long as such Restricted Subsidiary shall be the continuing or surviving corporation or entity.

6.3. Prohibition Against Change in Control. Permit any Change in Control to occur.

6.4. Reserved .

6.5. Investments in Unrestricted Subsidiaries; Loans to Employees . Make, or commit to make, any advance, loan, extension of credit to any employee of the Companies or purchase any stock or ownership interest in any Unrestricted Subsidiary except:

(a) loans to employees for the purpose of purchasing the Company’s common stock so long as the aggregate outstanding amount thereof does exceed $3,000,000 at any time;

(b) purchases or acquisitions of the stock or ownership interests in Unrestricted Subsidiaries, such that the sum of (1) the net book value of all capital stock (including common and preferred stock) of all Unrestricted Subsidiaries held by the Company and its Restricted Subsidiaries, plus (2) the face amount of all Indebtedness, Contingent Obligations and other Liabilities of all Unrestricted Subsidiaries to or guaranteed by the

Company and its Restricted Subsidiaries (other than Unrestricted Subsidiary Trade Payables), does not exceed thirty percent (30%) of the sum of the face amount of the capital stock of the Company plus (or minus in the case of a deficit) all additional paid-in capital, surplus and retained earnings of the Company and its Subsidiaries, minus the sum of the cost of shares of capital stock (including common and preferred stock) of the Company held by the Company as treasury stock or held by a Restricted Subsidiary, all as determined in accordance with GAAP consistently applied on a consolidated basis.

6.6. Compliance with ERISA. (a) Terminate any Plan if such termination results in any material liability to the PBGC, (b) engage in any “prohibited transaction” (as defined in ERISA and the Code) if such transaction involves a Plan and could result in a material liability for an excise tax or civil penalty in connection therewith, or (c) incur or suffer to exist any material “accumulated funding deficiency” (as defined in ERISA), whether or not waived, involving any condition which creates a material risk that any of the Companies will incur a material liability to the PBGC by reason of any termination of any such Plan.

6.7 Maintenance of Adjusted Consolidated Net Worth . The Company shall not permit Adjusted Consolidated Net Worth to be at any time less than the applicable Minimum Adjusted Consolidated Net Worth.

6.8. Maintenance of Consolidated Total Liabilities-to-Consolidated Net Worth Ratio. Permit the ratio of Consolidated Total Liabilities to Consolidated Net Worth to exceed: (i) 3.0 to 1.0 at any time from June 30 through December 30 each year; and (ii) 2.5 to 1.0 at any other time .
.

6.9. Minimum Interest Coverage Ratio. Permit the Minimum Interest Coverage Ratio as of the close of each fiscal quarter of the Company to occur after the Effective Date to be less than 2.25 to 1.0 for the period of four fiscal quarters ending on such date.

6.10. Fixed Charge Coverage Ratio . Permit the Fixed Charge Coverage Ratio as of the close of each fiscal quarter of the Company to occur after the Effective Date to be less than 1.65 to 1.0 for the period of four fiscal quarters ending on such date.

6.11. Margin Stock . Use the proceeds of any Loan to purchase or carry any margin stock (within the meaning of Regulation U of the Board), to extend credit to others for the purpose of purchasing or carrying margin stock, or to undertake any other activity inconsistent with the Board’s Regulations. If requested by the Administrative Agent, the Company shall furnish to the Administrative Agent a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U.

6.12. Equipment Deposits . Make, or agree to make, any deposit with or prepayment to any manufacturer or other vendor of equipment (as defined in the UCC) in amounts that exceed the amounts that would be deposited or prepaid by a reasonably prudent, similarly situated company engaged in the same or a similar business.

6.13. Hedging Agreements . Enter into Hedging Agreements except in the ordinary course of its business and in order to manage risk related to interest rates, commodity prices, foreign exchange rates, or other risks described in the definition of Hedging Agreement.

6.14. Negative Pledge Agreements . Create, incur, assume or suffer to exist any agreement, other than this Agreement, which places any restrictions upon the right of the Companies or any Restricted Subsidiary to sell, pledge or otherwise dispose of any of its Restricted Property now owned or hereafter acquired.

SECTION 7. EVENTS OF DEFAULT

7.1. Events of Default . An Event of Default shall be deemed to have occurred if:

(a) the Company shall fail to pay any principal on any Note when due in accordance with the terms thereof, or to pay any interest on any Note, or to pay any Acceptance or Bid Banker’s Acceptance on its maturity date, or to pay any fees or any other amount payable hereunder within one Business Day after notice given by any Bank or the Administrative Agent of nonpayment of any such amount when due in accordance with the terms thereof or hereof; or

(b) any representation or warranty made or deemed made by any of the Companies in the Loan Documents including, but not limited to, this Agreement or any certificate, document, financial statement or other statement furnished at any time under or in connection with the Loan Documents, including but not limited to, this Agreement, proves to have been incorrect in any material respect on or as of the date made or, except for any matter which does not constitute an Event of Default under paragraph 7.1(e) hereof, on or as of the date deemed made; provided , however , that an incorrect representation and warranty to the effect that no Default has occurred and remains uncured made in connection with a borrowing request under this Agreement shall not constitute an Event of Default under this subsection 7.1(b) if (i) when making such representation and warranty the Company had no knowledge or reason to know of the existence of such Default and (ii) promptly after acquiring such knowledge or reason to know thereof the Company shall have remedied the state of facts creating such Default such that such Default is cured; or

(d) the Company or any Restricted Subsidiary fails to perform or observe any other term, covenant or agreement contained herein or in the Notes or other Loan Documents and such failure continues unremedied for thirty days following notice of such Default; or

(e) (i) any of the Companies fails to make when due and fails to cure within any applicable grace period, any payment which is due pursuant to any Contingent Obligation or Indebtedness (other than any Indebtedness owing under the Notes or hereunder) or operating lease involving or having a current principal amount in excess of

$5,000,000; (ii) any of the Companies fail to make when due, and within any applicable grace period if less than 31 days, any payment which is due pursuant to any Contingent Obligation (other than a Contingent Obligation described in clause (i) of this paragraph) or Indebtedness (other than any Indebtedness arising under the Notes or hereunder or described in clause (i) of this paragraph) or operating lease (other than any operating lease described in clause (i) of this paragraph), (iii) any of the Companies in any other way defaults in connection with any Contingent Obligation or operating lease and such default enables others to declare such Contingent Obligation or operating lease to be due or terminated, demand payment or accelerate maturity, (iv) any of the Companies in any other way defaults in connection with any Indebtedness and such default enables others to accelerate such Indebtedness or (v) any event occurs under any Interest Rate Agreement permitting the party or parties thereto other than the Companies to terminate such agreement or demand payment of a termination fee thereunder or (vi) any foreclosure action is instituted with respect to a mortgage securing any Indebtedness of the Companies; provided, that in the case of a default under clauses (ii), (iii), (iv) and (v) of this paragraph, the amount of the payment past-due, the Contingent Obligation permitted to be accelerated, the Indebtedness permitted to be accelerated or the termination fee payable, when aggregated with all then existing such past-due payments, Contingent Obligations permitted to be accelerated, Indebtedness permitted to be accelerated, and termination fees payable, exceeds $5,000,000; or

(f) the aggregate face amount of commercial paper notes under which any of the Banks acts as agent exceeds at any time the sum of the Total Available Commitments; or

(g) the Company or any Restricted Subsidiary: (i) becomes unable to pay its debts when due whether or not said debts are subject to a bona fide dispute, otherwise becomes insolvent, or admits in writing that it is insolvent; (ii) makes a general assignment for the benefit of creditors; (iii) makes a general assignment to an agent authorized to liquidate any substantial amount of its Property; (iv) files, or consents to the filing of, any proceeding, petition or case under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors which constitutes the commencement of a case and/or constitutes an order for relief or which seeks: (a) an adjudication that it is bankrupt or insolvent, (b) a reorganization, arrangement, winding up, liquidation, dissolution, composition or other relief with respect to its debts, or (c) the appointment of a receiver, trustee, custodian or other similar official for it or any substantial portion of its assets; (v) has filed against it such a proceeding, petition or case if such proceeding, petition or case remains undischarged, undismissed or unbonded for 60 days or results in such an adjudication, the entry of an order for such relief or such an appointment; or (vi) has filed against it any proceeding or action which seeks the issuance of a warrant of attachment, execution, distraint or similar process against any substantial part of its assets if such proceeding or action results in the issuance of such process and such process is not vacated, discharged, stayed or fully bonded within 60 days of entry thereof; or

(h) (i) any Person engages in a “Prohibited Transaction” (as defined in ERISA and the Code) which involves a Plan as to which any of the Companies is an employer;

(ii) any “Accumulated Funding Deficiency” (as defined in ERISA) arises with respect to any such Plan; (iii) a Reportable Event occurs which in the opinion of counsel for the Banks is likely to result in the termination of such a Plan for the purposes of Title IV of ERISA and such Reportable Event remains unremedied for more than ten days after notice thereof pursuant to Section 4043(a), (c) or (d) of ERISA; (iv) proceedings are commenced to have a trustee appointed to administer or terminate such a Plan and such proceedings are not dismissed within ten days and are in the opinion of counsel for the Banks likely to result in the termination of the Plan for the purposes of Title IV of ERISA; (v) a trustee is appointed to administer or terminate such a Plan for purposes of Title IV of ERISA; (vi) such a Plan is terminated for purposes of Title IV of ERISA; or (vii) any other event or condition occurs or exists, provided such “Prohibited Transaction”, “Accumulated Funding Deficiency”, Reportable Event, proceedings, appointment, termination, event or condition, together with all other such “Prohibited Transactions”, “Accumulated Funding Deficiencies”, Reportable Events, proceedings, appointments, terminations, events or conditions, if any, could subject the Company or any of its Restricted Subsidiaries to any tax, penalty or other liability in the aggregate material in relation to the business, operations, property, prospects or financial condition of the Company and its Restricted Subsidiaries taken as a whole; or

(i) a judgment, decree, warrant, writ, attachment, execution or similar process which is not within sixty days of the entry thereof satisfied, released, vacated, discharged, stayed or fully bonded pending appeal, is entered, issued or levied against the Company or a Restricted Subsidiary and together with other such processes, if any, represents an aggregate liability (not paid or covered by insurance) of $2,000,000 or more.

7.2. Rights Upon Event of Default . If an Event of Default specified in subparagraphs 7.1(f), 7.1(g)(i), 7.1(g)(ii), 7.1(g)(iii), 7.1(g)(iv) or 7.1(g)(v) shall occur, the Banks’ obligations to make Extensions of Credit hereunder shall immediately terminate and any Loan or Loans (with accrued interest thereon) and all other amounts owing under this Agreement, all Drafts, all drafts accepted in connection with a Bid Banker’s Acceptance and the Notes shall immediately become due and payable. If any other Event of Default shall occur, upon receiving written direction to such effect from the Required Banks, the Administrative Agent shall (i) by notice of default to the Company, declare the Banks’ obligations hereunder terminated forthwith, whereupon such obligations shall terminate, and/or (ii) by notice of default to the Company, declare any Loan or Loans, all Drafts, all drafts accepted in connection with a Bid Banker’s Acceptance and all amounts owing hereunder and under the Notes to be due and payable forthwith, whereupon the same shall become immediately due and payable. Except as expressly provided above in this subsection, presentment, demand, protest and all other notices of any kind, notwithstanding anything herein or in the Notes contained, are hereby expressly waived. Whenever the maturity of the Loan Documents shall have been accelerated or declared accelerated pursuant to the provisions of this subsection 7.2, the Companies will promptly deposit with the Administrative Agent funds in an amount equal to the aggregate face amount of all Acceptances and Bid Banker’s Acceptances in accordance with subsection 2.7 hereof.

If the Banks’ obligations to make Extensions or Credit shall have been terminated or the obligations of the Companies under this Agreement and all of the Loan Documents shall have been declared due and payable pursuant to the provisions of this subsection 7.2, the Banks agree,

by and among themselves, that any funds received after such termination from or on behalf of the Companies by the Administrative Agent, the Agent or any of the Banks (except funds received by any Bank as a result of a purchase pursuant to the provisions of subsection 9.13 hereof) shall be remitted to the Administrative Agent if received by any Bank and applied by the Administrative Agent in the following manner and order:

(a) first, to reimburse the Administrative Agent and the Banks for any expenses due from the Companies pursuant to the provisions of subsection 9.6 hereof;

(b) second, to the payment to the Administrative Agent, of the outstanding principal balance of, and accrued but unpaid interest on, any outstanding Swing-Line Loans;

(c) third, to make the deposit of funds required by the last sentence of the first paragraph of this subsection 7.2, in accordance with subsection 2.7 hereof, and to the payment of and all outstanding matured Drafts not paid from funds deposited under subsection 2.7;

(d) fourth, to the payment to each Bank of accrued and unpaid interest on the outstanding Loans, facility fees, Bid Banker’s Acceptance fees and Bid Loan fees, ratably in the proportion which the aggregate accrued and unpaid interest on the outstanding Loans, facility fees, Bid Banker’s Acceptance fees and Bid Loan fees payable to such Bank bears to the aggregate accrued and unpaid interest on all outstanding Loans, facility fees, Bid Banker’s Acceptance fees and Bid Loan fees payable to any and all of the Banks;

(e) fifth, to the payment to each Bank of the outstanding unpaid principal balance of the Loans and, without duplication, the face amount of any outstanding Bid Banker’s Acceptances and any outstanding unpaid principal balance of the amounts payable with respect to Bid Banker’s Acceptances, ratably in accordance with the proportion which the Outstandings payable to each Bank have to the Total Outstandings, in such order as the Administrative Agent in its sole discretion may determine; and

(f) sixth, to the payment to each Bank and the Administrative Agent of any other amount owing under this Agreement or any of the Loan Documents.

If the Obligations of the Companies under all of the Loan Documents shall have become, or been declared to be, due and payable pursuant to the provisions of this subsection 7.2, the Administrative Agent may, and, upon (a) the direction of the Required Banks and (b) the providing by all of the Banks to the Administrative Agent of an indemnity in form and substance satisfactory to the Administrative Agent against all expenses and liabilities, shall, proceed to enforce the rights of the holders of the Loan Documents, the amounts payable with respect to Acceptances and Bid Banker’s Acceptances by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in this Agreement or the Loan Documents. The Administrative Agent shall be justified in failing or refusing to take any action hereunder unless it shall be indemnified to its

satisfaction by each of the Banks in its respective Pro Rata Share against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

SECTION 8. AGENCY RELATIONSHIP

8.1. Agency . The Banks hereby appoint U.S. Bank as their Administrative Agent under this Agreement and the other Loan Documents and irrevocably authorize the Administrative Agent to take such action on their behalf and to exercise such powers and to perform such duties hereunder and thereunder as are delegated to the Administrative Agent by the terms hereof and thereof and as are necessary to fulfill their responsibilities pursuant hereto and thereto, together with such powers as are reasonably incidental thereto. Nothing contained herein shall be deemed to create a fiduciary relationship between the Administrative Agent and the Banks or the Companies. The Documentation Agent has no duties except as a Lender.

8.2. Reimbursement . The Companies shall pay or reimburse the Administrative Agent for actual out-of-pocket expenses reasonably incurred by it hereunder, including specifically the reasonable fees of counsel for the Administrative Agent, incurred in connection with the development, preparation, execution, administration or enforcement of or the preservation of any rights under this Agreement and any other of the Loan Documents.

8.3. No Representations or Warranties . The Administrative Agent make no warranty or representation to the Banks and shall not be responsible to the Banks for any statements, warranties or representations made herein or in connection herewith. The Administrative Agent shall not be responsible in any manner to the Banks for the effectiveness, genuineness, due execution, validity or enforceability of the Loan Documents or any certificate, report or other document used under or in connection with this Agreement. Neither the Administrative Agent nor any of its directors, officers, employees, agents, attorneys-in-fact or affiliates shall be required to make any inquiries concerning the performance or observance by the Companies of the Loan Documents. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the Loan Documents (except for its or such Person’s own gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Banks for any recitals, statements, representations or warranties made by the Companies or any officer thereof contained in the Loan Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, the Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Loan Documents or for any failure of the Companies to perform their obligations hereunder. The Administrative Agent shall not be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, the Loan Documents, or to inspect the properties, books or records of the Companies.

8.4. Credit Decision . Each Bank acknowledges that it has independently and without reliance upon the Administrative Agent and based upon the financial statements of the Companies and such other documents and information as they have deemed appropriate, made their own credit analyses and decisions to enter into this Agreement. The Banks also acknowledge that they will, independently and without reliance upon the Administrative Agent,

and based on such documents and information as they shall deem appropriate at the time, continue to make their own credit decisions in taking or not taking action under this Agreement.

8.5. Discretion . Except where otherwise specifically provided in this Agreement, each of the Administrative Agent may act in its sole discretion when exercising any rights, powers or privileges granted to it hereunder.

8.6. Counsel . Each of the Administrative Agent may consult with legal counsel selected by it, and any action taken or suffered in good faith by it in accordance with the written opinion of such counsel shall be full justification for protection to it.

8.7. No Duty . The Administrative Agent shall not be required to take any action hereunder, nor shall any provision hereof be deemed to impose a duty upon the Administrative Agent to take any action, if the Administrative Agent shall determine, or shall have been advised by counsel, that such action may result in personal liability or is contrary to the terms of this Agreement.

8.8. No Liability . Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable for any action lawfully taken or omitted to be taken by it or any of them under this Agreement or in connection herewith, except for their own gross negligence or willful misconduct.

8.9. Rights as a Bank . With respect to any Loan made by it and any Note issued to it or draft accepted in connection with a Bid Banker’s Acceptance or participation in an Acceptance under this Agreement, the Administrative Agent shall have the same rights and powers hereunder as the other Banks and may exercise the same as though it were not the Administrative Agent, and the term “ Bank ” or “ Banks ” shall, unless the context otherwise requires, include the Administrative Agent in its individual capacity. The Administrative Agent may accept deposits from, lend money to, and generally engage in any kind of banking or trust business with the Company or any of its Subsidiaries as if it were not the Administrative Agent.

8.10. Indemnification . The other Banks shall indemnify the Administrative Agent (to the extent not reimbursed by the Companies) based on their Pro Rata Shares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed upon, incurred by or asserted against the Administrative Agent for any action or omission in any way relating to or omitted by the Administrative Agent, in its agency capacity, under the Loan Documents; provided , that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct. The agreements in this subsection shall survive the payment of the Notes and all other amounts payable hereunder.

8.11. Resignation . The Administrative Agent may resign at any time as such by giving notice to all of the Banks and the Company of its intention to resign. Such resignation shall take effect upon the appointment of a successor Administrative Agent. A successor Administrative Agent shall be appointed by the Required Banks. If no successor Administrative Agent shall have been so appointed in a timely manner, then the retiring Administrative Agent may, on

behalf of the Required Banks, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof and shall have combined capital and surplus of at least $100,000,000. The provisions of this Section 8 shall inure to the benefit to any successor Administrative Agent.

8.12. Delegation of Duties. The Administrative Agent may execute any of its duties hereunder by or through agents or employees.

8.13. Reliance . The Administrative Agent shall be entitled to rely and shall be fully protected in relying on any Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first receive such advice or concurrence of the Required Banks as it deems appropriate and be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from action, hereunder in accordance with written instructions signed by the Required Banks, as the case may be, and such instructions and any action taken or failure to act pursuant thereto shall be binding on the Administrative Agent and any of the Banks, as the case may be, and on all holders of the Notes.

8.14. Notice of Default . The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it has actual knowledge of such facts or has received notice from a Bank or the Company referring to the Loan Documents, describing such Default or Event of Default and stating that such notice is a “ notice of default ”. In the event that the Administrative Agent receives such a notice, it shall give notice thereof to the Banks. The Administrative Agent shall take such action with respect to such Default or Event of Default commensurate with its duties and responsibilities as set forth herein as shall be reasonably directed by the Required Banks; provided , that unless and until the Administrative Agent shall have received such directions, it may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Banks.

SECTION 9. MISCELLANEOUS

9.1. Amendments and Waivers. With the written consent of the Required Banks, the Administrative Agent and the Company or any Subsidiary, as the case may be, may, from time to time, enter into written amendments, supplements or modifications hereto for the purpose of adding provisions to any Loan Document or for the purpose of changing in any manner the rights of the Banks or of the Company or any Subsidiary, as the case may be, thereunder, and with the consent of the Required Banks, the Administrative Agent on the behalf of the Banks may execute and deliver to the Company or any Subsidiary, as the case may be, a written instrument waiving, on such terms and conditions as the Administrative Agent may specify in such instrument, any of the requirements of any Loan Document or any Default or Event of Default and its

consequences; provided , however , that no such waiver and no such amendment, supplement or modification shall (a) extend the scheduled or final maturity of any Note or Draft, or reduce the rate or extend the time of payment of interest or Commission thereon, or reduce the principal amount thereof, or change the amount or terms of any Bank’s Commitment or amend, modify or waive any provision of this subsection or reduce the percentage specified in the definition of Required Banks, or consent to the assignment or transfer by the Companies of any of their rights and obligations under this Agreement, or amend, modify, or waive any provision of subsections 2.18(f), 2.19, 7.2 (subject to the rights of the Required Banks as stated therein), 9.1 or 9.15 hereof without the written consent of all the Banks or (b) amend, modify or waive any provision of subsection 2.18 or Section 8 hereof without the written consent of the then Administrative Agent, and there shall be no waiver of a Default or Event of Default as described in subparagraphs 7.1(f) or (g) hereof without the written consent of all of the Banks. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Banks and shall be binding upon the Companies, the Banks, the Administrative Agent and all future holders of the Notes. In the case of any waiver, the Companies and the Banks shall be restored to their former position and rights under the Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing. However, no waiver of a Default or Event of Default shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

9.2. Notices . Unless otherwise specified, all notices, requests and demands to or upon the respective parties hereto shall be deemed to be effective only if in writing or if given by telegraph or telex and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made, in the case of a delivered notice, when delivered by hand, or, in the case of a mailed notice, when deposited in the mail, air postage prepaid, or, in the case of telegraphic notice, when delivered to the telegraph company, or, in the case of telex notice, when sent, answer back received, addressed as follows or to such other address as may be hereafter specified by the respective parties hereto and any future holders of the Notes:

The Company or any Restricted Subsidiary:		N63 W23075 Highway 74
		Sussex, Wisconsin 53089
		Attention: Mr. John C. Fowler
		Vice President of Finance and Chief Financial Officer

U.S. Bank (as Lead Arranger, Administrative Agent and as a Bank):		U.S. Bank National Association U.S. Bancorp Center
		800 Nicollet Mall
		Minneapolis, Minnesota 55402
		Attention: Karen E. Weathers

M & I (as a Syndication Agent and as a Bank):		M & I Marshall & Ilsley Bank
		770 North Water Street
		Milwaukee, Wisconsin 53202
		Attention: Donald Robinson-Gay

Wachovia (as a Syndication Agent and as a Bank):		Wachovia Bank, N.A.
		301 South College
		Wachovia Center
		Charlotte, NC 28288
		Attention: Douglas Sleeper

JPMorgan Chase Bank (as the Documentation Agent and as a Bank):		JPMorgan Chase Bank, N.A. 111 East Wisconsin Ave.
		Milwaukee, WI 53202
		Attention: Brian Grossman

Mizuho:		Mizuho Corporate Bank, Ltd.
		311 South Wacker Drive
		Suite 2020
		Chicago, IL 60606
		Attention: Richard Dunning

SunTrust:		SunTrust Bank
		303 Peachtree Street, N.E., 10 th Floor
		Atlanta, GA 30308
		Attention: Steven Deily

Northern Trust:		The Northern Trust Company
		50 South LaSalle Street
		Chicago, Illinois 60603
		Attention: Roger McDougal

provided , that any notice request or demand to or upon the Banks pursuant to subsections 2.4, 2.6, 2.7 and 2.8 shall not be effective until received. A copy of any notice sent to any of the Companies shall be sent to Andrew Schiesl, General Counsel and Secretary, Quad/Graphics, Inc., W224 N3322 Duplainville Road, Pewaukee, Wisconsin 53072. Any telephonic, telecopied or telexed instructions or notices to any party shall be given by calling the telephone number or numbers, or by transmission to the telecopy or telex numbers, indicated for such party on Exhibit R.

9.3. Satisfaction of 4.7 and 4.8. Each borrowing hereunder by the Companies shall constitute a representation and warranty by the Companies that, as of the date of such borrowing, the conditions set forth in subsections 4.7 and 4.8 have been and remain satisfied.

9.4. No Waiver; Cumulative Remedies . If the Banks fail to exercise, or delay before exercising, any right, remedy, power or privilege hereunder, such failure or delay shall not operate as a waiver thereof. The single or partial exercise of any right, remedy, power or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein

provided are cumulative and not exclusive of any rights, remedies, powers and privileges otherwise provided by law.

9.5. Survival of Representations and Warranties . All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the Notes.

9.6. Indemnificatio n. The Companies shall (a) pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the negotiation, consideration, development, preparation and/or execution of, and any amendment, supplement or modification to, the Loan Documents including, but not limited to, this Agreement, the Notes or any other documents prepared in connection herewith (whether or not any such amendment, supplement, or modification is effected or consummated), and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the fees and disbursements of counsel to the Administrative Agent, (b) pay or reimburse the Banks for all of their costs and expenses including, but not limited to, litigation costs incurred in connection with the enforcement or preservation of any rights or questions arising under or interpretations of the Loan Documents including but not limited to, this Agreement, the Notes or any such other documents, including, without limitation, fees and disbursements of counsel to the Banks, (c) pay, indemnify, and hold the Banks harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of the Loan Documents, including but not limited to, this Agreement, the Notes or any such other documents, and (d) pay, indemnify, and hold the Banks harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Loan Documents, including but not limited to, this Agreement, the Notes or any such other documents (all the foregoing, collectively, the “ indemnified liabilities ”), provided , that the Companies shall have no obligation hereunder with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Banks or (ii) legal proceedings commenced against the Banks by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. The obligations in this subsection shall survive repayment of the Notes and all other amounts payable hereunder.

9.7. Reserved .

9.8. Reemployment Indemnification. Without duplication of the amounts due under subsections 2.15 and 2.20(n), the Companies shall indemnify and hold each Bank harmless from and against any loss which such Bank may sustain or incur if, as a consequence of a Default or Event of Default, such Bank liquidates or reemploys deposits acquired from third parties to make Eurodollar Loans or Bid Loans. A certificate from such Bank setting forth amounts due pursuant to the preceding shall be conclusive absent manifest error. The obligations in this subsection shall survive repayment of the Notes and all other amounts payable hereunder.

9.9 Successors and Assigns; Participations; Purchasing Banks .

(a) This Agreement shall be binding upon and inure to the benefit of the Companies, the Banks, the Administrative Agent, all future holders of the Notes, and their respective successors and assigns, except that the Companies may not assign or transfer any of their rights or obligations under this Agreement without the prior written consent of each Bank.

(b) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other entities (“ Participants ”) participating interests in any Loan or other Outstandings owing to such Bank, the Notes held by such Bank, the Commitment or Available Commitment of such Bank, any participation interest held by that Bank in any Acceptance or Letter of Credit, the rights of that Bank with respect to any Bid Banker’s Acceptances created by that Bank and any Bid Loans made by that Bank, or any other interest of such Bank hereunder. In the event of any such sale by a Bank of participating interests to a Participant, such Bank’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, such Bank shall remain the holder of any such Note for all purposes under this Agreement and the Company and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The Companies agree that if amounts outstanding under this Agreement, the Notes and the Loan Documents are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have, to the extent permitted by applicable law, the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Note or other Loan Document to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement or any Note or other Loan Document; provided , that such right of setoff shall be subject to the obligation of such Participant to share with the Banks, and the Banks agree to share with such Participant, as provided in subsection 9.13. The Company also agrees that each Participant shall be entitled to the benefits of subsections 2.14, 2.15, 9.6, 9.7 and 9.8 with respect to its participation in the Commitments and the Loans and other Extensions of Credit outstanding from time to time; provided , that no Participant shall be entitled to receive any greater amount pursuant to such subsections than the transferor Bank would have been entitled to receive in respect of the amount of the participation transferred by such transferor Bank to such Participant had no such transfer occurred.

(c) Each Bank may, from time to time, with the consent of the Company and the Administrative Agent (which shall not be unreasonably withheld and which consent shall not be required after Default or for assignments from a Bank to another Bank or an affiliate of a Bank), assign to other lenders (“ Assignees ”) part of the Indebtedness evidenced by the Notes then held by that Bank, together with an equivalent proportion of its Commitment and Available Commitment and its obligation to purchase a participation interest in any Acceptance, pursuant to written agreements executed by such assigning Bank, such Assignee(s), the Company and the Administrative Agent in substantially the form of Exhibit T, which agreements shall specify in each instance the portion of the Indebtedness evidenced by the Notes which is to be assigned to each Assignee and the portion of the Commitments, Available Commitments and obligations to purchase participation interests in any Acceptance of such Bank to be assumed by each Assignee (each, an “Assignment Agreement”); provided , however , that (i) each such assignment shall be a

constant, and not a varying, percentage of the assigning Bank’s rights and obligations under this Agreement and the assignment shall cover the same percentage of such Bank’s Commitment, Available Commitment, obligations to purchase participation interests in any Acceptances, Loans and Notes, (ii) unless the Administrative Agent otherwise consents, the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment, and the amount of the Commitment (if any) retained by the assigning Bank (determined in each case as of the effective date of the relevant Assignment Agreement), shall each in no event be less than $5,000,000, (iii) the amount of Commitment assigned to each Assignee (determined in each case as of the effective date of the relevant Assignment Agreement) shall be an integral multiple of $1,000,000 and (iv) the assigning Bank must pay to the Administrative Agent a processing and recordation fee of $3,500 and any out-of-pocket attorney’s fees or other expenses incurred by the Administrative Agent in connection with such Assignment Agreement. Upon the execution of each Assignment Agreement by the assigning Bank, the relevant Assignee, the Company and the Administrative Agent, payment to the assigning Bank by such Assignee of the purchase price for the portion of the indebtedness of the Borrowers being acquired by it and receipt by the Company of a copy of the relevant Assignment Agreement, (x) such Assignee lender shall thereupon become a “Bank” for all purposes of this Agreement with a Commitment and an Available Commitment in the amount set forth in such Assignment Agreement and obligation to purchase participation interests in any Acceptance in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank under this Agreement, (ii) such assigning Bank shall have no further liability for funding the portion of its Commitment assumed by such Assignee and (iii) the address for notices to such Assignee shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of each Assignment Agreement, each of the Companies shall execute and deliver a Revolving Note to the Assignee in the amount of its respective Commitment and a Bid Loan Note to the Assignee in an amount equal to the Total Commitments, and a new Revolving Note to the assigning Bank in the amount of its Commitment after giving effect to the reduction occasioned by such assignment, all such Notes to constitute “Notes” for all purposes of this Agreement and of the other Loan Documents.

(d) The Companies shall not be liable for any costs incurred by the Banks in effecting any participation or assignment under subparagraphs (b) or (c) of this subsection.

(e) If any interest in any Loan Document is transferred to any Assignee which is not organized under the laws of the United States or any State thereof, the transferor Bank shall cause such Assignee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 2.22(iv).

(f) Each Bank may disclose to any Assignee or Participant and (with the prior consent of the Company, which will not be unreasonably withheld) to any prospective Assignee or Participant any and all financial information in such Bank’s possession concerning the Company or any of its Subsidiaries which has been delivered to such Bank by or on behalf of the Company or any of its Subsidiaries pursuant to this Agreement or which has been delivered to such Bank by or on behalf of the Company or any of its Subsidiaries in connection with such Bank’s credit evaluation of the Company or any of its Subsidiaries prior to entering into this Agreement.

9.10. Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

9.11. GOVERNING LAW . THE LOAN DOCUMENTS, INCLUDING, BUT NOT LIMITED TO, THIS AGREEMENT AND THE NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES THERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS.

9.12. Setoff . In addition to any rights or remedies provided by law, or any other rights or remedies provided for in the Loan Documents, upon the occurrence of any Event of Default, the Banks are hereby irrevocably authorized, at any time and from time to time without prior notice to any of the Companies, any such notice being expressly waived by the Companies, to set off, appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect or contingent or matured or unmatured, at any time held or owing by the Banks to or for the credit or the account of any of the Companies, or any part thereof, in such amounts as the Bank may elect, against and on account of the obligations and liabilities of any of the Companies to the Banks hereunder or under the Notes or with respect to any Acceptances or Bid Banker’s Acceptances and claims of every nature and description of the Banks against any of the Companies, whether arising hereunder, under any Note or with respect to any Acceptances or Bid Banker’s Acceptances or otherwise, as the Banks may elect, whether or not the Banks have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Any amount realized by a Bank upon the exercise of a right of setoff, whether hereunder or otherwise, against the Companies, shall be shared with the other Banks as provided in subsection 9.13.

9.13. Adjustments; Setoff. If any Bank (a “ benefitted Bank ”) shall at any time receive any payment of all or part of its Outstandings, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in paragraph (g) of subsection 7.1 hereof, or otherwise) in a greater proportion than any such payment to and collateral received by any other Bank, if any, in respect of such other Bank’s Outstandings, or interest thereon, such benefitted Bank shall purchase for cash from the other Banks such portion of each such other Bank’s Outstandings, or shall provide such other Banks with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Bank to share the excess payment or benefits of such collateral or proceeds ratably with each of the Banks; provided , however , that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Bank, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery but without interest. The Companies agree that each Bank so purchasing a portion of another Bank’s Outstandings may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Bank were the direct holder of such portion.

9.14. Limitation on Liability of Subsidiaries .

(a) Each of the Banks and the Administrative Agent hereby unconditionally and irrevocably agrees that, anything herein or in any other Loan Document to the contrary notwithstanding, the maximum aggregate liability of each Restricted Subsidiary of the Company hereunder and under the other Loan Documents, shall in no event exceed such Restricted Subsidiary’s Maximum Liability Amount.

(b) Each Restricted Subsidiary of the Company agrees that the Obligations may at any time and from time to time exceed the Maximum Liability Amount of such Restricted Subsidiary or of all of the Restricted Subsidiaries without impairing any Loan Document or affecting the rights and remedies of the Administrative Agent and the Banks thereunder.

(c) No payment or payments made by the Company, any of the Subsidiaries of the Company, any guarantor or any other Person or received or collected by the Administrative Agent or any Bank from the Company, any of the Subsidiaries of the Company, any guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Restricted Subsidiary of the Company under any Loan Document which shall, notwithstanding any such payment or payments other than payments made to the Administrative Agent by such Restricted Subsidiary or payments received or collected by the Administrative Agent or any Bank from such Restricted Subsidiary, remain liable for the Obligations up to its Maximum Liability Amount until the Obligations are paid in full.

(d) The provisions of this subsection 9.14 shall survive repayment of the Notes and termination of this Agreement.

(e) Obligations may be created without notice to the Restricted Subsidiaries, which shall be jointly and severally liable therefor regardless of their failure to receive notice thereof. Each of the Companies waives any and all defenses, claims and discharges of the Company and the other Restricted Subsidiaries or any other obligor under this Agreement pertaining to the Obligations, except the defense of discharge by payment in full. Without limiting the generality of the foregoing, none of the Companies will assert, plead or enforce against the Banks any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata , statute of frauds, anti-deficiency statute, fraud, usury, illegality or unenforceability which may be available to any of the other Companies or any other Person liable in respect of any of the Obligations. Each of the Companies waives any defense, claim, act or thing which, but for this provision, may be deemed a legal or equitable discharge of a surety or guarantor with respect to the Obligations.

(f) If a Restricted Subsidiary is designated an Unrestricted Subsidiary by the Board of the Company, the designated Subsidiary shall remain jointly and severally liable for all Obligations until such time as the Company and the designated Subsidiary shall have established, to the reasonable satisfaction of the Administrative Agent, that no Default or Event of Default exists and such designation does not cause a Default or Event of Default and would not have caused a Default or Event of Default had it occurred as of the end of the most recent fiscal quarter. Assuming compliance with the preceding sentence, and upon request, the

Administrative Agent shall deliver to the designated Subsidiary any instrument reasonably requested to evidence that such Subsidiary is no longer a Restricted Subsidiary, nor liable for the Obligations.

(g) By signing (i) this Agreement, in the case of the initial Restricted Subsidiaries, and (ii) a Restricted Subsidiary Agreement, in the case of all subsequently-designed Restricted Subsidiaries, each Restricted Subsidiary agrees: (x) to be bound by all of the terms and provisions of this Agreement applicable to Restricted Subsidiaries, (y) that it is liable, jointly and severally, with the Company and all other Restricted Subsidiaries for the payment when due of all Notes and other Obligations under this Agreement, and (z) that the Administrative Agent or a Bank can enforce such Obligations against such Restricted Subsidiary, in each case subject to the limitation contained in subsection 9.14(a) above and only until such time as that Restricted Subsidiary has been designated an Unrestricted Subsidiary and satisfied the conditions described in subsection 9.14(f) above.

9.15. Financial Data . All financial data submitted pursuant to this Agreement shall be prepared in accordance with GAAP consistently applied through all accounting periods (except as approved by the Company’s accountants and disclosed simultaneously with the submission of such financial data).

9.16. Severability . Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

9.17. Headings . Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

9.18. Banks’ Representations . Each Bank represents to the Administrative Agent, the Agent and the Company that Bank is acquiring its Notes, participation interests in Acceptances and Bid Banker’s Acceptances for its own account for the purpose of investment and not with a view to selling the same in connection with any distribution thereof, provided that the disposition of each Bank’s own property shall at all times be and remain within its control.

9.19. USA Patriot Act . Each Bank and the Administrative Agent (on behalf of itself as Administrative Agent and a Bank but not on behalf of the other Banks) hereby notify the Companies that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each borrower, which information includes the name and address of each borrower and other information that will allow such Bank or the Administrative Agent, as applicable, to identify the borrowers in accordance with the Act.

9.20. Representations and Warranties in Connection With Extensions of Credit and Conversions of Loans . Upon requesting any Extension of Credit under this Agreement, any conversion of a Eurodollar Loan or a Floating Rate to another interest rate option pursuant to subsection 2.8(a) hereof or the continuance of a Eurodollar Loan as such pursuant to subsection

2.8(b) hereof, the Companies shall thereby be deemed to have represented and warranted to the Administrative Agent and the Banks that

(a) the representations and warranties made by the Companies in this Agreement, in any Loan Document, certificate, financial statement or other statement delivered hereunder are true as of the date of such request and will remain true upon the applicable Bid Banker’s Acceptance Creation Date, Borrowing Date, Drawing Date or conversion date, as the case may be, and after giving effect to such Extension of Credit or conversion, as the case may be; and

(b) no Default or Event of Default exists or will exist as of the date of such request, the applicable Bid Banker’s Acceptance Date, Borrowing Date, Drawing Date, or conversion date, as the case may be, or after giving effect to such Extension of Credit or conversion, as the case may be.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers, thereunto duly authorized, as of the date first above written.

		QUAD/GRAPHICS, INC.


		By:	/s/ John C. Fowler
		Name:	John C. Fowler
		Title:	Senior Vice President of Finance and Chief Financial Officer


		QUAD/TECH, INC., DUPLAINVILLE TRANSPORT, INC., QUAD/CREATIVE, LLC,., QUAD/WEST, INC., THE QUAD TECHNOLOGY GROUP, INC., QUAD/MED, LLC, SILVER SPRING REALTY, INC., P-DIRECT, LLC, GRAPHIC SERVICES, INC., CHILD DAY CARE AND LEARNING SERVICES, INC., QUAD/TECH EAST, INC., IMAGING TECHNOLOGY GROUP, INC., GRAPHIC IMAGING TECHNOLOGY, LLC, QUAD/AIR, LLC, QUAD GREENFIELD, LLC, QUADSYSTEMS, INC., QUAD/MED MISSOURI, INC., QUAD TRANSPORTATION SERVICES, LLC


		By:	/s/ John C. Fowler
		Name:	John C. Fowler
		Title:	Treasurer

		CHEMICAL RESEARCH/TECHNOLOGY CO.
		By:	Quad/Graphics, Inc.
		Its General Partner


		By:	/s/ John C. Fowler
		Name:	John C. Fowler
		Title:	Senior Vice President of Finance and Chief Financial Officer


		By:	Quad/Creative, LLC
		Its:	General Partner


		By:	/s/ John C. Fowler
		Name:	John C. Fowler
		Title:	Treasurer

		By:	Quad/Tech, Inc.
		Its:	General Partner

		By:	/s/ John C. Fowler
		Name:	John C. Fowler
		Title:	Treasurer


		GRAPHIC PREPRESS AND IMAGING TECHNOLOGY, LP


		By:	Imaging Technology Group, Inc.
		Its:	General Partner


		By:	/s/ John C. Fowler
		Name:	John C. Fowler
		Title:	Treasurer

		U.S. BANK NATIONAL ASSOCIATION
		(as Administrative Agent and as a Bank)


		By:	/s/ Karen E. Weathers
		Name:	Karen E. Weathers
		Title:	Vice President

		MIZUHO CORPORATE BANK, LTD.


		By:	/s/ Robert Gallagher
		Name:	Robert Gallagher
		Title:	Senior Vice President


		WACHOVIA BANK, NATIONAL ASSOCIATION


		By:	/s/Kirsten Carver
		Name:	Kirsten Carver
		Title:	Assistant Vice President


		M&I MARSHALL & ILSLEY BANK


		By:	/s/ Donald J. Robinson-Gay
		Name:	Donald J. Robinson-Gay
		Title:	Assistant Vice President


		By:	/s/ James R. Miller
		Name:	James R. Miller
		Title:	Vice President


		JPMORGAN CHASE BANK, N.A.


		By:	/s/ Sabir A. Hashmy
		Name:	Sabir A. Hashmy
		Title:	Vice President


		SUNTRUST BANK


		By:	/s/ Robert Bugbee
		Name:	Robert Bugbee
		Title:	Director

		THE NORTHERN TRUST COMPANY


		By:	/s/ Roger McDougal
		Name:	Roger McDougal
		Title:	Vice President

Exhibit 4.4

CONFORMED COPY

QUAD/GRAPHICS, INC.

QUAD/TECH, INC.

QUAD/TECH EUROPE, INC.

QUAD/CREATIVE, INC.

DUPLAINVILLE TRANSPORT, INC.

QUAD/CARE, INC.

QUAD/MARKETING, INC.

QUAD/PAK, INC.

THE QUAD TECHNOLOGY GROUP, INC.

SILVER SPRING REALTY, INC.

CHEMICAL RESEARCH/TECHNOLOGY CO.

QUAD/WEST, INC.

QUAD/MED, INC.

NOTE AGREEMENT

Dated as of September 1, 1995

Re: $43,000,000 7.14% Senior Secured Notes, Series 1995-1, Tranche A

Due September 1, 2010

$48,500,000 7.56% Senior Secured Notes, Series 1995-1, Tranche B

Due September 1, 2015

and

$30,000,000 8.00% Senior Secured Notes, Series 1995-1, Tranche C

Due September 1, 2020

TABLE OF CONTENTS

(Not a part of the Agreement)

SECTION	HEADING	PAGE

SECTION 1.	DESCRIPTION OF NOTES AND COMMITMENT	I

Section 1.1.	Description of Notes	I
Section 1.2.	Security for the Notes	I-9
Section 1.3.	Commitment, Closing Date	I-9
Section 1.4.	Several Commitments	I-9
Section 1.5.	Additional Series of Notes	I-10

SECTION 2.	PREPAYMENT OF NOTES	I-11

Section 2.1.	Prepayments Generally	I-11
Section 2.2.	Direct Payment	I-11

SECTION 3.	REPRESENTATIONS	I-12

Section 3.1.	Representations of the Obligors	I-12
Section 3.2.	Representations of the Purchaser	I-12

SECTION 4.	CLOSING CONDITIONS	I-12

Section 4.1.	Closing Certificate	I-12
Section 4.2.	Legal Opinions	I-12
Section 4.3.	Related Transactions	I-13
Section 4.4.	Execution and Recordation of Instruments	I-13
Section 4.5.	Appraisal	I-13
Section 4.6.	Insurance Certificate	I-13
Section 4.7.	Legal Fees	I-13
Section 4.8.	Environmental Audits and Surveys	I-13
Section 4.9.	Title Insurance	I-14
Section 4.10.	Legality	I-14
Section 4.11.	Satisfactory Proceedings	I-14
Section 4.12.	Waiver of Conditions	I-14
Section 4.13.	Application of Certain Proceeds	I-15
Section 4.14.	Conditions to Issuance of Additional Notes	I-15

SECTION 5.	OBLIGOR COVENANTS	I-16

Section 5.1.	Corporate Existence, Etc.	I-16
Section 5.2.	Insurance	I-16
Section 5.3.	Taxes, Claims for Labor and Materials, Compliance with Laws	I-16
Section 5.4.	Maintenance, Etc.	I-18
Section 5.5.	Nature of Business	I-18
Section 5.6.	Fixed Charge Coverage	I-18
Section 5.7.	Consolidated Net Worth	I-18
Section 5.8.	Payment of Dividends	I-19
Section 5.9.	Ownership of Collateral and Bonds	I-19
Section 5.10.	Repurchase of Notes	I-19
Section 5.11.	Transactions with Affiliates	I-19
Section 5.12.	Restricted Subsidiaries	I-19
Section 5.13.	Reports and Rights of Inspection	I-20
Section 5.14.	Completion of Hartford, Wisconsin Facility	I-23

SECTION 6.	EVENT OF DEFAULT AND REMEDIES THEREFOR	I-23

Section 6.1.	Events of Default	I-23
Section 6.2.	Notice to Holders	I-25
Section 6.3.	Acceleration of Maturities	I-26
Section 6.4.	Rescission of Acceleration	I-27

SECTION 7.	AMENDMENTS; WAIVERS; CONSENTS; SUPPLEMENTS AND RELEASE OF COLLATERAL	I-27

Section 7.1.	Consent Required	I-27
Section 7.2.	Solicitation of Holders	I-28
Section 7.3.	Effect of Amendment or Waiver	I-28
Section 7.4.	Supplements	I-28
Section 7.5.	Release of Collateral	I-28

SECTION 8.	INTERPRETATION OF AGREEMENT; DEFINITIONS	I-28

Section 8.1.	Definitions	I-28
Section 8.2.	Accounting Principles	I-35
Section 8.3.	Directly or Indirectly	I-35

SECTION 9.	MISCELLANEOUS	I-36

Section 9.1.	Registered Notes	I-36
Section 9.2.	Exchange of Notes	I-36

Section 9.3.	Loss, Theft, etc. of Notes	I-36
Section 9.4.	Expenses, Stamp Tax Indemnity	I-37
Section 9.5.	Powers and Rights Not Waived; Remedies Cumulative	I-37
Section 9.6.	Notices	I-37
Section 9.7.	Successors and Assigns	I-38
Section 9.8.	Survival of Covenants and Representations	I-38
Section 9.9.	Severability	I-38
Section 9.10.	Governing Law	I-38
Section 9.11.	Captions	I-38
Section 9.12.	Payment on Non-Business Day	I-38
Section 9.13.	Additional Subsidiaries	I-38

Signature		I-40

ATTACHMENTS TO NOTE AGREEMENT:

Schedule I	—	Names and Addresses of Purchasers
Schedule II	—	Additional Covenants
Exhibit A-1	—	Form of 7.14% Senior Secured Note, Series 1995-1, Tranche A due September 1, 2010
Exhibit A-2	—	Form of 7.56% Senior Secured Note, Series 1995-1, Tranche B due September 1, 2015
Exhibit A-3	—	Form of 8.00% Senior Secured Note, Series 1995-1, Tranche C due September 1, 2020
Exhibit B	—	Form of Security Agreement
Exhibit C	—	Closing Certificate of the Obligors
Exhibit D	—	Description of Special Counsel’s Closing Opinion
Exhibit E	—	Description of Closing Opinion of Counsel to the Obligors
Exhibit F	—	Description of Closing Opinion of Corporate Counsel to the Obligors
Exhibit G	—	Form of Supplement to Note Agreement
Exhibit H	—	Form of Restricted Subsidiary Agreement

QUAD/GRAPHICS, INC.

W224 N3322 DuPlainville Road

Pewaukee, Wisconsin 53072

NOTE AGREEMENT

Re: $43,000,000 7.14% Senior Secured Notes, Series 1995-1, Tranche A

Due September 1, 2010

$48,500,000 7.56% Senior Notes, Series 1995-1, Tranche B

Due September 1, 2015

and

$30,000,000 8.00% Senior Secured Notes, Series 1995-1, Tranche C

Due September 1, 2020

Dated as of

September 1, 1995

To the Purchasers named in Schedule I

to this Agreement

Gentlemen:

The undersigned, QUAD/GRAPHICS, INC., a Wisconsin corporation (the “Company” ), QUAD/TECH, INC., a Wisconsin corporation, QUAD/TECH EUROPE, INC., a Delaware corporation, QUAD/CREATIVE, INC., a Wisconsin corporation, DUPLAINVILLE TRANSPORT, INC., a Wisconsin corporation, QUAD/CARE, INC., a Wisconsin corporation, QUAD/MARKETING, INC., a Wisconsin corporation, QUAD/PAK, INC., a Wisconsin corporation, THE QUAD TECHNOLOGY GROUP, INC., a Wisconsin corporation, SILVER SPRING REALTY, INC., a Wisconsin corporation, CHEMICAL RESEARCH/TECHNOLOGY CO., a Wisconsin corporation, QUAD/WEST, INC., a Delaware corporation, and QUAD/MED, INC., a Wisconsin corporation, jointly and severally, agree with the purchasers named on Schedule I to this Agreement (the “Purchasers” ) as follows:

SECTION 1. DESCRIPTION OF NOTES AND COMMITMENT.

Section 1.1. Description of Notes. The Obligors have authorized the issue and sale of the following series of promissory notes of the Obligors:

SCHEDULE I

(to Note Agreement)

(i) $43,000,000 aggregate principal amount of 7.14% Senior Secured Notes, Series 1995-1, Tranche A, due September 1, 2010 (the “Tranche A Notes” ), to be dated the date of issue, to bear interest from such date at the rate of 7.14% per annum, payable semiannually on the first day of each March and September in each year (commencing March 1, 1996) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the rate of 9.14% per annum from the due date thereof, whether by acceleration or otherwise, until paid, to be expressed to mature on September 1, 2010, and to be substantially in the form attached hereto as Exhibit A-1;

(ii) $48,500,000 aggregate principal amount of 7.56% Senior Secured Notes, Series 1995-1, Tranche B, due September 1, 2015 (the “Tranche B Notes” ), to be dated the date of issue, to bear interest from such date at the rate of 7.56% per annum, payable semiannually on the first day of each March and September in each year (commencing March 1, 1996) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the rate of 9.56% per annum from the due date thereof, whether by acceleration or otherwise, until paid, to be expressed to mature on September 1, 2015, and to be substantially in the form attached hereto as Exhibit A-2; and

(iii) $30,000,000 aggregate principal amount of 8.00% Senior Secured Notes, Series 1995-1, Tranche C, due September 1, 2020 (the “Tranche C Notes” ), to be dated the date of issue, to bear interest from such date at the rate of 8.00% per annum, payable semiannually on the first day of each March and September in each year (commencing March 1, 1996) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the rate equal to 10.00% per annum from the due date thereof, whether by acceleration or otherwise, until paid, to be expressed to mature on September 1, 2020, and to be substantially in the form attached hereto as Exhibit A-3.

The term “Notes” as used herein shall include each Tranche A Note, Tranche B Note and Tranche C Note (collectively, the “1995 Notes” ) delivered pursuant to this Agreement and each series of Additional Notes which may from time to time be issued pursuant to the provisions of §1.5. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Notes are not subject to prepayment or redemption at the option of the Obligors prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth in the Notes. The 1995 Notes and each other series of Notes

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issued hereunder are each herein sometimes referred to as Notes of a “series” and the Tranche A Notes, Tranche B Notes, Tranche C Notes and each other tranche of Notes issued hereunder are each herein sometimes referred to as Notes of a “tranche.”

Section 1.2. Security for the Notes. The Notes will be secured by (i) a Security Agreement dated as of September 1, 1995 (the “Security Agreement” ) from the Company to M&I Marshall & Ilsley Bank, as security trustee (sometimes referred to as the “Security Trustee” ), on behalf of the holders of the Notes, in the form attached hereto as Exhibit B, creating a valid and perfected first lien on the property therein described, together with all other personal property granted to the Security Trustee pursuant to the Security Agreement (the “Personal Property Collateral” ) and (ii) those certain Mortgages creating a valid and perfected first lien on the property therein described and all other real property granted to the Security Trustee (the “Real Property Collateral” and together with the Personal Property Collateral, the “Collateral” ).

Section 1.3. Commitment, Closing Date. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Obligors agree to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Obligors, 1995 Notes of the Obligors in the aggregate principal amount and of the tranche set forth opposite such Purchaser’s name in Schedule I, at a price of 100% of the principal amount thereof on the Closing Date hereinafter mentioned.

Delivery of the 1995 Notes will be made at the offices of Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, against payment therefor in Federal or other funds current and immediately available at the principal office of M&I Marshall & Ilsley Bank, 770 North Water Street, Milwaukee, Wisconsin 53202, ABA # 075-000-051 Account No. 27-8823 in the amount of the purchase price at 10:00 A.M., Chicago time, on September 28, 1995 or such later date (not later than September 29, 1995) as the Obligors shall specify by not less than five Business Days’ prior written notice to each Purchaser (the “Closing Date” ). The 1995 Notes delivered to each Purchaser on the Closing Date will be delivered to each Purchaser in the form of a single registered Note of the appropriate tranche and for the full amount of each Purchaser’s purchase (unless different denominations are specified by such Purchaser), registered in such Purchaser’s name or in the name of such nominee as such Purchaser may specify and in substantially the form attached hereto as Exhibit A-1, Exhibit A-2 or Exhibit A-3, respectively, as the case may be, all as such Purchaser may specify at any time prior to the date fixed for delivery.

Section 1.4. Several Commitments. The obligations of the Purchasers shall be several and not joint and no Purchaser shall be liable or responsible for the acts or defaults of any other Purchaser.

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Section 1.5. Additional Series of Notes . The Obligors may, from time to time, in their sole discretion, but subject to the terms hereof, issue and sell one or more additional series of their promissory notes under the provisions of this Agreement pursuant to a supplement to this Agreement (a “Supplement” ) in the form of Exhibit G hereto. Each additional series of Notes (collectively, the “Additional Notes” ) issued pursuant to a Supplement shall be subject to the following terms and conditions:

(i) each series of Additional Notes, when so issued, shall be differentiated from all previous series by reference inscribed thereon to the calendar year in which such series of Notes is issued separated by a hyphen from a numerical reference (beginning with the number “1”) of the number of series of Additional Notes issued in such calendar year (by example, if the Obligors issued a second series of Notes hereunder in 1995, such series of Additional Notes would be designated “1995-2” );

(ii) each series of Additional Notes may be divided into two or more tranches which shall be differentiated by separate sequential alphabetical designations;

(iii) all Additional Notes shall constitute senior Indebtedness of the Obligors and shall rank pari passu with all other outstanding Notes;

(iv) each series of Additional Notes shall be dated the date of issue, bear interest at such fixed rate or fixed rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, as are set forth in such series of Notes, and have such additional or different conditions precedent to closing and such representations and warranties as shall be specified in the Supplement under which such Additional Notes are issued;

(v) all purchasers of Additional Notes (such Persons being referred to as “Additional Purchasers” ) shall be Institutional Holders;

(vi) each series of Additional Notes issued under this Agreement shall be in substantially the form of Annex A to the Supplement with such variations, omissions and insertions as are necessary or permitted hereunder;

(vii) the minimum principal amount of any Note issued under a Supplement shall be $500,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $500,000 or more;

(viii) each series of Additional Notes shall be issued in accordance with Section 6.3 of the Security Agreement unless, pursuant to Section 8.4 of the Security

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Agreement, the lien of the Security Trustee on all of the Collateral has been, and remains, released; and

(ix) no Additional Notes shall be issued hereunder if at the time of issuance thereof or after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.

SECTION 2. PREPAYMENT OF NOTES.

Section 2.1. Prepayments Generally. The Notes of any series are not subject to prepayment or redemption at the option of the Obligors prior to the expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth in the Notes of such series. In the event that any Default or Event of Default has occurred and is continuing, the Obligors shall not make any optional prepayment of any series of Notes without offering to prepay, on a pro rata basis, each other series of Notes then outstanding which is then subject to optional prepayment provisions. Each such prepayment shall be in accordance with the optional prepayment provisions applicable to each such series of Notes.

Section 2.2. Direct Payment. Notwithstanding anything to the contrary in this Agreement or the Notes, in the case of any Note owned by a Purchaser, Additional Purchaser or its nominee or owned by any other Institutional Holder who is a registered holder of Notes pursuant to §9.1 and who has given written notice to the Obligors requesting that the provisions of this Section shall apply, the Obligors will promptly and punctually pay when due the principal thereof and premium, if any, and interest thereon, without any presentment thereof directly to such Purchaser, Additional Purchaser or such subsequent holder at the address of such Purchaser or Additional Purchaser set forth in Schedule I or at such other address as such Purchaser, Additional Purchaser or such subsequent holder may from time to time designate in writing to the Obligors or, if a bank account is designated for such Purchaser or Additional Purchaser on Schedule I hereto or in any written notice to the Obligors from such Purchaser, Additional Purchaser or any such subsequent holder, the Obligors will make such payments in immediately available funds to such bank account no later than 10:00 A.M. Chicago time, marked for attention as indicated, or in such other manner or to such other account of such Purchaser, Additional Purchaser or such holder in any bank in the United States as the Purchaser, Additional Purchaser or any such subsequent holder may from time to time direct in writing. The holder of any Notes to which this Section applies agrees that in the event it shall sell or transfer any such Notes (i) it will, prior to the delivery of such Notes (unless it has already done so), make a notation thereon of all principal, if any, prepaid on such Notes and will also note thereon the date to which interest has been paid on such Notes, and (ii) it will promptly notify the Obligors of the name and address of the transferee of any Notes so transferred. With respect to Notes to which this Section applies, the Obligors shall be entitled to presume conclusively that the original or

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such subsequent Institutional Holder as shall have requested the provisions hereof to apply to its Notes remains the holder of such Notes until (y) the Obligors shall have received notice of the transfer of such Notes, and of the name and address of the transferee, or (z) such Notes shall have been presented to the Obligors as evidence of the transfer.

SECTION 3. REPRESENTATIONS.

Section 3.1. Representations of the Obligors. The Obligors represent and warrant that all representations set forth in Exhibit C are true and correct as of the date hereof and are incorporated herein by reference with the same force and effect as though herein set forth in full.

Section 3.2. Representations of the Purchaser. Each Purchaser represents, and in entering into this Agreement the Obligors understand, that such Purchaser is acquiring the 1995 Notes for the purpose of investment and not with a view to the distribution thereof, and that such Purchaser has no present intention of selling, negotiating or otherwise disposing of the 1995 Notes; it being understood, however, that the disposition of such Purchaser’s property shall at all times be and remain within such Purchaser’s control. Each Purchaser further represents that the source of funds to be used by you to pay the purchase price of the 1995-1 Notes is an “insurance company general account” within the meaning of Department of Labor Prohibited Transaction Exemption 95-60 ( “PTE” ) (issued July 12, 1995) and the purchase of the Notes by you is eligible for and satisfies the requirements of PTE 95-60.

SECTION 4. CLOSING CONDITIONS.

The obligations of each Purchaser to purchase the 1995 Notes on the Closing Date shall be subject to the performance by the Obligors of their agreements hereunder which by the terms hereof are to be performed at or prior to the time of delivery of the 1995 Notes and to the following further conditions precedent:

Section 4.1. Closing Certificate. Concurrently with the delivery of 1995 Notes to each such Purchaser on the Closing Date, each such Purchaser shall have received a certificate dated the Closing Date, signed by the President or a Vice President of each Obligor substantially in the form attached hereto as Exhibit C, the truth and accuracy of which shall be a condition to each such Purchaser’s obligation to purchase the Notes proposed to be sold to each such Purchaser.

Section 4.2. Legal Opinions. Concurrently with the delivery of 1995 Notes to each such Purchaser on the Closing Date, each such Purchaser shall have received from Chapman and Cutler, who are acting as special counsel to the Purchasers in this transaction, from Foley & Lardner, counsel for the Obligors, and from Debra Kraft, Esq., corporate counsel for the

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Company, their respective opinions dated the Closing Date, in form and substance satisfactory to each such Purchaser, and covering the matters set forth in Exhibits D, E-1, E-2 and F, respectively, hereto.

Section 4.3. Related Transactions. On the Closing Date the Obligors shall have consummated the sale of the entire principal amount of the 1995 Notes scheduled to be sold on the Closing Date pursuant to this Agreement to the other Purchasers.

Section 4.4. Execution and Recordation of Instruments. On or prior to the Closing Date, the Security Agreement and the Mortgages shall have been duly executed, acknowledged and delivered by all parties thereto and shall be in full force and effect, and the Mortgages and all necessary financing statements and similar notices, if and to the extent permitted or required by applicable law, shall have been recorded or filed for record in each public office wherein such recording or filing is deemed necessary or appropriate by each such Purchaser or special counsel to the Purchasers to perfect the lien thereof as against creditors of or purchasers from the Obligors. Without limiting the foregoing, all taxes, fees and other charges in connection with the execution, delivery, recording and filing of the foregoing instruments shall have been paid by the Obligors.

Section 4.5. Appraisal. On or prior to the Closing Date, the Obligors shall have delivered to each Purchaser an appraisal of the Collateral dated not more than 30 days prior to the Closing Date, by Marshall and Stevens Incorporated, or any other appraiser satisfactory to the Purchasers (the “Appraiser” ), satisfactory to the Purchasers in form, scope and substance and showing a continuing use fair market value of the Collateral of at least $145,800,000.

Section 4.6. Insurance Certificate. On the Closing Date, the Purchasers shall have received (a) from the Obligors, a certificate dated the Closing Date executed by the President, Vice President or the Treasurer of each Obligor certifying to the existence of the insurance required by Section 2.11 of the Security Agreement and Section 2.6 of the Mortgages and the payment of all premiums due thereon and (b) from the independent insurance broker for the Obligors, original certificates of insurance issued by the insurance companies evidencing such insurance.

Section 4.7. Legal Fees. On the Closing Date, the Obligors shall have paid Chapman and Cutler its fees and disbursements to date relating to its representation as the Purchaser’s special counsel in this transaction.

Section 4.8. Environmental Audits and Surveys. On or prior to the Closing Date, the Obligors shall provide phase 1 environmental site assessments prepared in accordance with ASTM Standard Practice E 1527 regarding the Real Property Collateral in form and substance

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satisfactory to the Purchasers, with any such audits to be paid for by the Obligors. On or prior to the Closing Date, the Obligors shall have caused a physical survey of the Real Property Collateral to be made by a registered civil engineer or surveyor licensed in the state where such Real Property Collateral is located in accordance with the “minimum standard detail requirements for land title surveys” adopted by the American Land Title Association and the American Congress on Surveying and Mapping, as revised and in effect on the date hereof, and such survey shall be in form and substance reasonably satisfactory to the Purchasers.

Section 4.9. Title Insurance. On or prior to the Closing Date, the Obligors shall obtain a commitment from Chicago Title Insurance Company or another title insurance company or companies of good standing satisfactory to the Purchasers (collectively, the “Title Company” ), to issue policies of mortgage title insurance on a standard ALTA Form Mortgage Title Insurance Policy (Loan Policy-1970 Form) ( “ALTA Policy” ) covering the Real Property Collateral in an amount equal to the Appraised Value, and showing good and marketable record title to the Real Property Collateral to be vested in the Company, insuring the holders of the Notes against loss or damage sustained by reason of the Mortgages not being a first and paramount lien upon the title to the Real Property Collateral. Each such ALTA Policy shall state that the standard exceptions have been deleted and shall include the following endorsements, if permitted to be issued by the jurisdiction in which the insured property is located: (A) ALTA form 3.1 zoning endorsement; (B) Comprehensive Endorsement 1 or ALTA form 9 endorsement; (C) a usury endorsement and (D) to the extent reasonably necessary, affirmative coverage covering access and insuring against loss due to encroachments.

Section 4.10. Legality. The 1995 Notes shall qualify as a legal investment for each such Purchaser under the laws and regulations of each jurisdiction to which each such Purchaser is subject (without reference to any so-called “basket” provision which permits the making of an investment without restrictions as to the character of the particular investment being made) and each such Purchaser shall have received such information as each such Purchaser shall reasonably request from the Obligors to establish such fact.

Section 4.11. Satisfactory Proceedings. All proceedings taken in connection with the transactions contemplated by this Agreement, and all documents necessary to the consummation thereof, shall be satisfactory in form and substance to the Purchasers and special counsel to the Purchasers, and the Purchasers shall have received a copy (executed or certified as may be appropriate) of all legal documents or proceedings taken in connection with the consummation of said transactions.

Section 4.12. Waiver of Conditions. If on the Closing Date the Obligors fail to tender to any Purchaser the 1995 Notes to be issued to such Purchaser on such date or if the conditions specified in this §4 have not been fulfilled, such Purchaser may thereupon elect to be relieved of

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all further obligations under this Agreement. Without limiting the foregoing, if the conditions specified in this §4 have not been fulfilled, such Purchaser may waive compliance by the Obligors with any such condition to such extent as such Purchaser may in such Purchaser’s sole discretion determine. Nothing in this §4.12 shall operate to relieve the Obligors of any of their obligations hereunder or to waive any of such Purchaser’s rights against the Obligors.

Section 4.13. Application of Certain Proceeds. Concurrently with the delivery of the 1995 Notes to you on the Closing Date, the Obligors shall apply the proceeds of the sale of the 1995 Notes to prepay Debt under the Revolving Credit and Line of Credit referenced in Annex 2 to Exhibit C in an aggregate principal amount not less than $121,500,000, and for general corporate purposes, and you and your special counsel shall have received evidence of such purchase, satisfactory in form and substance to you.

Section 4.14. Conditions to Issuance of Additional Notes. The obligations of the Additional Purchasers of each series of Additional Notes to purchase such Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement:

(a) Compliance Certificate . A duly authorized financial officer of each of the Obligors shall have executed and delivered a certificate of the Obligors dated the date of issue of such series of Additional Notes stating that each such officer has reviewed the provisions of this Agreement and setting forth the information and computations (in sufficient detail) required in order to establish whether, after giving effect to the issuance of the Additional Notes, the Obligors are in compliance with the requirements of this Agreement and Section 2.5 of the Security Agreement on such date.

(b) Execution and Delivery of Supplement The Obligors and each such Additional Purchaser shall execute and deliver a Supplement substantially in the form of Exhibit G hereto.

(c) Representations of Purchaser . Each Additional Purchaser, in the Supplement, shall have confirmed that the representations set forth in §3.2 are true and correct in all material respects on and as of the date of issue of the Additional Notes with respect to such Additional Purchaser or shall make such other representations and agreements as shall be reasonably satisfactory to the Obligors and its counsel to establish (i) that the Additional Purchasers are Institutional Holders, (ii) the source of funds, as such source relates to a determination of compliance with ERISA and (iii) its investment intent.

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(d) Closing Conditions. The closing conditions set forth in §§4.1 through 4.3 and §§4.10 through 4.12 shall have been updated and performed as of the date of issuance of each series of Additional Notes with respect to such series of Additional Notes.

(e) Security Agreement Conditions. The Obligors shall have complied with each of the conditions set forth in Section 6.3 of the Security Agreement unless all liens for the benefit of the Holders have been, and remain, released pursuant to Section 8.4 of the Security Agreement.

SECTION 5. OBLIGOR COVENANTS.

From and after the Closing Date and continuing so long as any amount remains unpaid on any Note:

Section 5.1. Corporate Existence, Etc. Each Obligor will preserve and keep in force and effect its corporate existence and all licenses and permits necessary to the proper conduct of its business, except where the failure to maintain its corporate existence or such licenses and permits, would not, in each such case, materially and adversely affect the condition (financial or otherwise) or operations of the Company or of the Obligors taken as a whole.

Section 5.2. Insurance. In addition to and not in limitation of Section 2.11 of the Security Agreement and Section 2.6 of the Mortgages, each Obligor will maintain insurance coverage by financially sound and reputable insurers accorded a rating by A.M. Best, Inc. of A- or better at the time of the renewal or issuance of any such policy and in such forms and amounts and against such risks as are customary for corporations of established reputation engaged in the same or a similar business and owning and operating similar properties. Each Obligor understands and agrees that in determining the financial soundness of each insurer it shall take into account as a major component of such decision the creditworthiness of such insurer in light of the type and amount of insurance to be provided by such insurer.

Section 5.3. Taxes, Claims for Labor and Materials, Compliance with Laws. (a) Each Obligor will pay and discharge when due all lawful taxes, assessments and governmental charges or levies imposed upon each Obligor, or upon or in respect of all or any part of the property or business of each Obligor, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which, in each case, if unpaid would be reasonably likely to become a material lien or charge upon any property of any Obligor; provided each Obligor shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (i) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any property of any Obligor or any material interference with the use thereof by any

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Obligor, and (ii) each Obligor shall set aside on its books, reserves deemed by it to be adequate with respect thereto. Each Obligor will promptly comply and will cause each Subsidiary to comply with all laws, ordinances or governmental rules and regulations to which it is subject, including without limitation, the Occupational Safety and Health Act of 1970, the Employee Retirement Income Security Act of 1974 and all laws, ordinances, governmental rules and regulations relating to environmental protection in all applicable jurisdictions, the violation of which would materially and adversely affect the properties, business, prospects, profits or condition of the Obligors or of the Obligors and their Subsidiaries taken as a whole or would result in any lien or charge upon any property of the Obligors or any Subsidiary, which lien is material to the Obligors or the Obligors and their Subsidiaries taken as a whole.

(b) In addition to and not in limitation of any other covenant herein, including §5.3(a) , the Obligors will, and will cause each Subsidiary to comply in all respects with the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §9601 et seq. , Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Solid and Hazardous Waste Amendments of 1984, 42 U.S.C. §6901 et seq. , the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. §1251 et seq. , the Toxic Substances Control Act of 1976, 15 U.S.C. §2601 et seq. , the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §11001 et seq. , the Clean Air Act of 1966, as amended, 42 U.S.C. §7401 et seq. , the National Environmental Policy Act of 1975, 42 U.S.C. §4321, the Rivers and Harbours Act of 1899, 33 U.S.C. §401 et seq. , the Occupational Safety and Health Act of 1970, as amended 29 U.S.C. §651 et seq. , the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §300(f) et seq. and, but without duplication, all Environmental Legal Requirements described in paragraph 17 of Exhibit C hereto, in all cases as amended from time to time and all rules, regulations and guidance documents promulgated or published thereunder, and any other federal, state, regional, county or local statute, law, rule regulation or ordinance relating to public health, safety or the environment, including, without limitation, relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls (PCB’s), asbestos or urea formaldehyde, to the treatment, storage, disposal or management of Hazardous Substances (including, without limitation, petroleum, its derivatives, by-products or other hydrocarbons), to exposure to toxic, hazardous, or other controlled, prohibited or regulated substances, to the transportation, storage, disposal, management or release of gaseous or liquid substances, and any regulation, order, injunction, judgment, declaration, notice or demand issued thereunder, except, in all instances, for matters that will not result in any liability, penalty or loss that is material to the Obligors or to the Obligors and their Subsidiaries taken as a whole and will not result in any liability, penalty or loss whatsoever, to any holder of Notes. The Obligors will not and will not permit any Subsidiary to conduct any business, operations or activity on the property, or employ or use the

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personal property or facilities, to manufacture, use, generate, treat, store, transport or dispose of any Hazardous Substance (including, without limitation, petroleum, its derivatives or by-products, or other hydrocarbons), or any other substance which is prohibited, controlled or regulated under applicable law, or which poses a threat or nuisance to safety, health or the environment, including, without limitation, any business, operation or activity which would bring the any Obligor or any Subsidiary, their property or facilities, within the ambit of the Resource Conservation and Recovery Act of 1976, as amended by the Solid and Hazardous Waste Amendments of 1984, 42 U.S.C. §6901 et seq. , the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §9601 et seq. , the Clean Air Act of 1966, as amended, 42 U.S.C. §7401 et seq. , or similar state, county, regional or local statute, law, regulation, rule or ordinance, including, without limitation, any state statute providing for financial responsibility for cleanup for the release or threatened release of substances provided for thereunder, except in compliance with all applicable laws and except, in all instances, for matters that will not result in any liability, penalty or loss that is material to the Obligors or to the Obligors and their Subsidiaries taken as a whole and will not result in any liability, penalty, or loss whatsoever to any holder of Notes.

Section 5.4. Maintenance, Etc. Each Obligor will maintain, preserve and keep its properties which are used or necessary in the conduct of its business (whether owned in fee or a leasehold interest) in good repair and working order and from time to time will make all necessary repairs, replacements, renewals and additions so that at all times the efficiency thereof, in all respects material to the condition of the Company or the Obligors taken as a whole, shall be maintained.

Section 5.5. Nature of Business. The Obligors will not engage in any business if, as a result, the general nature of the business, taken on a consolidated basis, which would then be engaged in by the Obligors would be substantially changed from the general nature of the business engaged in by the Obligors during the five year period ending on the date of this Agreement.

Section 5.6. Fixed Charge Coverage. At the end of each quarterly fiscal period of the Obligors, the Obligors will have a ratio of Consolidated Net Income Available for Fixed Charges to Fixed Charges of not less than 1.50 to 1.00, for the period of the preceding four fiscal quarters.

Section 5.7. Consolidated Net Worth. The Obligors will at all times keep and maintain Consolidated Net Worth at an amount not less than the sum of (i) $150,000,000 plus (ii) 40% of Consolidated Net Income for each fiscal year beginning on or after January 1, 1995 determined on a cumulative basis; provided that for purposes of any determination under this

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§5.7 , if Consolidated Net Income for any particular fiscal year is a deficit figure, then Consolidated Net Income, for that particular fiscal year, shall be deemed to be zero for the purposes of this §5.7 and, accordingly, shall not reduce the amount of Consolidated Net Worth required to be maintained by the Obligors pursuant to this §5.7 .

Section 5.8. Payment of Dividends. The Obligors will not enter into any agreement which directly or indirectly restricts any Obligor from declaring or paying any dividends, either in cash or property, to the Obligors.

Section 5.9. Ownership of Collateral and Bonds. The Company will not sell, lease, transfer or otherwise dispose of all or any of its interest in any Collateral except as expressly permitted in the Financing Documents. The Obligors shall at all times own and hold 100% of any outstanding Industrial Development Bonds.

Section 5.10. Repurchase of Notes. Except pursuant to and in accordance with the express provisions of the Notes, neither the Obligors nor any Subsidiary or Affiliate, directly or indirectly, may repurchase or make any offer to repurchase any Notes, unless the offer has been made to repurchase Notes, pro rata, from all holders of the Notes at the same time and upon the same terms. In case the Obligors repurchase any Notes, such Notes shall thereafter be cancelled and no Notes shall be issued in substitution therefor. Without limiting the foregoing, upon the purchase or other acquisition of any Notes by the Obligors, any Subsidiary or any Affiliate, such Notes shall no longer be outstanding for purposes of any section of this Agreement relating to the taking by the holders of the Notes of any actions with respect thereto, including, without limitation, §6.3, §6.4 and §7.1 .

Section 5.11. Transactions with Affiliates. The Obligors will not enter into or be a party to, any transaction or arrangement with any Affiliate (including without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, any Affiliate), except in the ordinary course of and pursuant to the reasonable requirements of the Obligors’ business and upon fair and reasonable terms such as might be obtained in a comparable arm’s length transaction with a Person other than an Affiliate.

Section 5.12. Restricted Subsidiaries. No Subsidiary of the Company may be designated a Restricted Subsidiary if, at the time of such action or after giving effect thereto, a Default or Event of Default shall have occurred and be continuing. No Subsidiary having been designated a Restricted Subsidiary may thereafter be designated an Unrestricted Subsidiary unless, at the time the Company proposes to designate such Restricted Subsidiary to be an Unrestricted Subsidiary and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing. In the event any Restricted Subsidiary is designated an Unrestricted

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Subsidiary as contemplated by this §5.12 , such Subsidiary may not thereafter again be designated as a Restricted Subsidiary.

Section 5.13. Reports and Rights of Inspection. The Obligors will keep, and will cause each Subsidiary to keep, proper books of record and account in which full and correct entries will be made of all dealings or transactions of, or in relation to, the business and affairs of the Obligors or such Subsidiary, in accordance with generally accepted accounting principles consistently maintained (except for changes disclosed in the financial statements furnished to the holders of the Notes pursuant to this §5.13 and concurred in by the independent public accountants referred to in §5.13(b) hereof), and will furnish to each Institutional Holder of the then outstanding Notes (in duplicate if so specified below or otherwise requested):

(a) Quarterly Statements. As soon as available and in any event within 45 days after the end of each quarterly fiscal period (except the last) of each fiscal year, copies of:

(1) consolidated balance sheets of the Obligors as of the close of such quarter setting forth in comparative form the amount for the corresponding period of the preceding fiscal year (which shall not include footnotes or year end adjustment),

(2) consolidated statements of income and cash flows of the Obligors for such quarterly period and for the portion of the fiscal year ending with such period, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year (which shall not include footnotes or year end adjustment),

all in reasonable detail and certified as complete and correct, by the President, the Vice President-Finance or the Treasurer of the Obligors;

(b) Annual Statements. As soon as available and in any event within 90 days after the close of each fiscal year of the Obligors, copies of:

(1) consolidated balance sheets of the Obligors as of the close of such fiscal year, and

(2) consolidated statements of income and retained earnings and cash flows of the Obligors for such fiscal year,

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in each case setting forth in comparative form the consolidated figures for the preceding fiscal year, all in reasonable detail and accompanied by an unqualified opinion thereon of a firm of independent public accountants of recognized national standing selected by the Obligors to the effect that the consolidated financial statements have been prepared in accordance with generally accepted accounting principles and present fairly, in all material respects, the financial position of the Obligors and that the audits of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and that such accountants believe that such audits provide a reasonable basis for the opinion of such accountants;

(c) Audit Reports. Promptly upon receipt thereof, one copy of each interim or special audit made by independent accountants of the books of any Obligor and any management letters received from such accountants, provided, that if and so long as no Default or Event of Default shall have occurred and be continuing, the Obligors shall not be required to deliver any such management letter which is not material to the condition (financial or otherwise) or operations of an Obligor or the Obligors taken as a whole;

(d) SEC and Other Reports. Promptly upon their becoming available, one copy of each financial statement, proxy statement, or other written item required under the Articles of Incorporation or By-laws of the Obligors or under Wisconsin or Delaware (and any other jurisdiction under which an Obligor may be incorporated) law to be sent by any Obligor to stockholders generally in their capacity as stockholders and of each regular or periodic report, and any registration statement or prospectus filed by any Obligor or any Subsidiary with any securities exchange or the Securities and Exchange Commission or any successor agency, and copies of any orders in any proceedings to which any Obligor or any of their Subsidiaries is a party, issued by any governmental agency, Federal or state, having jurisdiction over any Obligor or any of their Subsidiaries, but only to the extent that such proceedings could materially and adversely affect the condition (financial or otherwise) or operations of the Obligors or of the Obligors and their Subsidiaries taken as a whole;

(e) Requested Information. With reasonable promptness, such other data and information as the Purchasers or any such Institutional Holder may reasonably request including, without limitation, (i) information relative to the Collateral including an appraisal of the Collateral containing a conclusion as to the third party fair market value thereof, which appraisal shall be at the expense of the Person requesting such appraisal, provided, however, that such appraisal shall be at the expense of the Obligors if any Default or Event of Default shall have occurred and then be continuing, and (ii) unaudited consolidating financial statements covering Restricted and/or Unrestricted Subsidiaries;

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(f) Officers’ Certificates. Within the periods provided (i) in paragraphs (a) and (b) above, a certificate of the President, the Vice President-Finance or Treasurer of each Obligor stating that he has reviewed the provisions of this Agreement and setting forth: (1) the information and computations (in sufficient detail) required in order to establish whether the Obligors were in compliance with the requirements of §5.6 and §5.7 , at the end of the period covered by the financial statements then being furnished, (2) whether there existed as of the date of such financial statements and whether, to the best of his knowledge, there exists on the date of the certificate or existed at any time during the period covered by such financial statements any Default or Event of Default and, if any such condition or event exists on the date of the certificate, specifying the nature and period of existence thereof and the action the Obligors are taking and propose to take with respect thereto and (3) a statement confirming that the Obligors have taken all appropriate action necessary to maintain and preserve the lien of the Security Trustee upon the Collateral described in the Security Agreement and the Mortgages and (ii) in paragraph (b) above, a certificate of the President, the Vice President-Finance or Treasurer of each Obligor providing a list of each of the Obligors’ insurers which list shall include such insurers’ ratings, if any, accorded by A.M. Best, Inc., Moody’s Investors Service, Inc., and Standard & Poor’s Corporation; and

(g) Accountant’s Certificates. Within the period provided in paragraph (b) above, a certificate of the accountants who render an opinion with respect to such financial statements, stating that they have reviewed this Agreement and stating further, whether in making their audit, such accountants have become aware of any Default or Event of Default under any of the terms or provisions of this Agreement insofar as any such terms or provisions pertain to or involve accounting matters or determinations, and if any such condition or event then exists, specifying the nature and period of existence thereof.

Without limiting the foregoing, the Obligors will permit each Institutional Holder of the then outstanding Notes (or such Persons as such Institutional Holder may designate) to visit and inspect, under the Obligors’ guidance, any of the properties of the Obligors or any Subsidiary, including, without limitation, the Collateral, to examine all their books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, employees, and independent public accountants (and by this provision the Obligors authorize said accountants to discuss with each Institutional Holder the finances and affairs of the Obligors and their Subsidiaries) all at such reasonable times and as often as may be reasonably requested, provided , that if and so long as no Default or Event of Default shall have occurred and be continuing, any discussions between the independent public accountants of the Obligors and the holder of any Notes shall relate to a determination of compliance with the terms and provisions hereof or of the other Financing

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Documents, or the specific financial statements with respect to which such independent public accountants have given the opinion required by §5.13(b) . The Obligors shall not be required to pay or reimburse any Institutional Holder for expenses which any such Institutional Holder may incur in connection with any such visitation or inspection which shall be conducted prior to the occurrence of a Default or Event of Default.

Section 5.14. Completion of Hartford, Wisconsin Facility . The Obligors covenant and agree that the facility as described in the appraisal required pursuant to §4.5 in Hartford, Wisconsin (the “Facility” ) shall be completed and all certificates, approvals and other items necessary to permit the Obligors to use the Facility for its intended purposes shall have been obtained on or before February 1, 1996.

SECTION 6. EVENT OF DEFAULT AND REMEDIES THEREFOR.

Section 6.1. Events of Default. Any one or more of the following shall constitute an “Event of Default” as the term is used herein:

(a) Default shall occur in the payment of interest on any Note when the same shall have become due and such default shall continue for more than one Business Day after the first to occur of (i) actual knowledge of such failure to pay by a Responsible Officer of any Obligor or (ii) written notice of such failure to the Obligors from a holder of Notes or from the Security Trustee; or

(b) Default shall occur in the making of any required prepayment on any of the Notes as provided in §2.1 and such default shall continue for more than one Business Day after the first to occur of (i) actual knowledge of such failure to pay by a Responsible Officer of any Obligor or (ii) written notice of such failure to the Obligors from a holder of Notes or from the Security Trustee; or

(c) Default shall occur in the making of any other payment of the principal of any Note or the premium thereon at the expressed or any accelerated maturity date or at any date fixed for prepayment and such default shall continue for more than one Business Day after the first to occur of (i) actual knowledge of such failure to pay by a Responsible Officer of any Obligor or (ii) written notice of such failure to the Obligors from a holder of Notes or from the Security Trustee; or

(d) (i) Default shall be made in the payment when due (whether by lapse of time, by declaration, by call for redemption or otherwise) of the principal of or interest or premium on any Material Indebtedness (other than the Notes) of any Obligor and such default shall continue beyond the period of grace, if any, allowed with respect thereto, or

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(ii) default or the happening of any event shall occur under any indenture, agreement, or other instrument under which any Material Indebtedness of any Obligor may be issued and the payment of such Material Indebtedness or any portion thereof shall be accelerated; or

(e) (i) Default shall occur in the observance or performance of any covenant or agreement contained in §5.6 through §5.10 hereof, (ii) a Responsible Officer of any Obligor shall have knowledge of a Default or Event of Default hereunder or shall have received notice from any holder of the Notes with respect to the occurrence of such Default or Event of Default and notice to such effect shall have not been delivered to the holders of the Notes within 3 Business Days of such knowledge, or (iii) a Responsible Officer of any Obligor shall have received a notice from a holder of Indebtedness of any Obligor or shall have knowledge of any action being taken by such holder under and pursuant to §6.2 and notice describing such notice and/or action shall have not been delivered to the holders of the Notes within 8 Business Days of such knowledge; or

(f) Default shall occur in the observance or performance of any other provision of this Agreement which is not remedied within 30 days after the first to occur of (i) actual knowledge of such Default by a Responsible Officer of any Obligor, or (ii) written notice thereof by any holder of Notes to the Obligors; or

(g) An Event of Default shall have occurred and be continuing under the Security Agreement or the Mortgages; or

(h) If any Obligor sells, leases, transfers or otherwise disposes of, or encumbers or permits any lien or encumbrance to be attached to all or any part of the Collateral except as otherwise expressly permitted pursuant to the terms and conditions set forth in the Security Agreement and the Mortgages; or

(i) Default shall occur in the observance or performance of Section 2.11 of the Security Agreement or Section 2.6 of the Mortgages which is not remedied within 15 days after the first to occur of (i) such failure first becoming known to a Responsible Officer of any Obligor or (ii) written notice of such failure to the Obligors from a holder of Notes or from the Security Trustee; or

(j) Any Financing Document shall cease to be in full force and effect for any reason whatsoever, including, without limitation, a determination by any governmental body or court that such agreement is invalid, void or unenforceable or any Obligor shall contest or deny in writing the validity or enforceability of any of its obligations under the Security Agreement or any Mortgage; or

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(k) If any representation or warranty made by any Obligor herein or in any Financing Document, or made by any Obligor in any statement or certificate furnished by any Obligor in connection with the consummation of the issuance and delivery of any series of the Notes or furnished by any Obligor pursuant hereto, is untrue in any material respect as of the date of the issuance or making thereof unless (i) such misstatement is capable of being cured within a reasonable period of time which period of time shall not in any event exceed 60 days, (ii) the Obligors are diligently seeking a cure for such misstatement, (iii) the interests of the holders of the Notes are not materially impaired during the period in which such cure is being effected, (iv) such misstatement is cured within such 60-day period and (v) after such misstatement shall have been cured, the holders of the Notes shall be in the same position as such holders would have been in as if such misstatement had not been made; or

(l) Any Obligor becomes insolvent or bankrupt, is generally not paying its debts as they become due (it being agreed that payment of trade debt in accordance with normal trade custom and practice shall not constitute a failure generally to pay debts as they become due) or makes an assignment for the benefit of creditors, or any Obligor causes or suffers an order for relief to be entered with respect to it under applicable Federal bankruptcy law or applies for or consents to the appointment of a custodian, trustee or receiver for any Obligor or for the major part of the property of either; or

(m) A custodian, trustee or receiver is appointed for any Obligor or for the major part of the property of either and is not discharged within 30 days after such appointment; or

(n) Final judgment or judgments for the payment of money aggregating in excess of $1,000,000 is or are outstanding against any Obligor or against any property or assets of either and any one of such judgments has remained unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of 30 days from the date of its entry; or

(o) Bankruptcy, reorganization, arrangement or insolvency proceedings, or other proceedings for relief under any bankruptcy or similar law or laws for the relief of debtors, are instituted by or against any Obligor and, if instituted against any Obligor, are consented to or are not dismissed within 60 days after such institution.

Section 6.2. Notice to Holders. When (a) any Default or Event of Default described in the foregoing §6.1 has occurred, (b) any Holder gives any notice or takes any other action with respect to such Default or Event of Default, or (c) the holder of any other evidence of Indebtedness of any Obligor gives any notice or takes any other action with respect to a claimed

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default or event of default on and/or with respect to such Indebtedness (other than notices with respect to claimed defaults of a ministerial nature which in any event would have no material adverse effect on the condition (financial or otherwise) of any Obligor and its Subsidiaries, taken as a whole), in each such case the Obligors agree to give notice within 3 Business Days of such event to all Holders, such notice to be in writing and sent by registered or certified mail or by telegram.

Section 6.3. Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (c) of §6.1 has happened and is continuing, any Holder may, by notice to the Obligors, declare the entire principal amount of and all interest accrued on such Holder’s Note to be, and such Note shall thereupon become forthwith due and payable, without any presentment, demand, protest or other notice of any kind (other than as expressly required in this §6 ), all of which are expressly waived. When any Event of Default described in paragraphs (a) through (k), inclusive, or (n) of said §6.1 has happened and is continuing, the holder or holders of 33-1/3% of the aggregate principal amount of any series of Notes at the time outstanding may, by notice in writing sent by registered or certified mail to the Obligors, declare or direct the Security Trustee to declare the entire principal amount of and all interest accrued on all Notes of such series to be, and all Notes of such series shall thereupon become forthwith due and payable, without any presentment, demand, protest or other notice of any kind (other than as expressly required in this §6 ), all of which are expressly waived. When any Event of Default described in paragraph (l), (m) or (o) of §6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon the Notes of any series becoming due and payable as a result of any Event of Default as aforesaid, the Obligors will forthwith pay to the holders of such series of Notes the entire principal and interest accrued on the Notes of such series. Upon the Notes of any series becoming due and payable as a result of any such Event of Default, the Obligors will forthwith pay to the holders of the Notes of such series, in addition to the amounts specified above, to the extent not prohibited by applicable law, an amount equal to the Make-Whole Amount, if any, for such series of Notes determined as of the date of declaration of acceleration. Without limiting the foregoing, when any Event of Default has happened and is continuing the Security Trustee shall have all of the rights and remedies described in §5.2 of the Security Agreement and §4.5 of the Mortgages and otherwise available at law or in equity, all as contemplated by Section 7.13 of the Security Agreement. No course of dealing on the part of any Holder nor any delay or failure on the part of any Holder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder’s rights, powers and remedies. The Obligors further agree, to the extent permitted by law, to pay to the Holders all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s or Holders’ attorneys for all services rendered in connection therewith.

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Section 6.4. Rescission of Acceleration. The provisions of §6.3 are subject to the condition that if the principal of and accrued interest on all or any outstanding series of Notes have been declared immediately due and payable by reason of the occurrence of any Event of Default described in paragraphs (a) through (k), inclusive, or (n) of §6.1 , the holders of at least 66-2/3% in aggregate principal amount of the Notes of such series then outstanding may, by written instrument filed with the Obligors, rescind and annul such declaration and the consequences thereof, provided that at the time such declaration is annulled and rescinded:

(a) no judgment or decree has been entered for the payment of any monies due pursuant to such series of Notes, this Agreement, the Security Agreement or the Mortgages;

(b) all arrears of interest upon all the Notes of such series and all other sums payable under the Notes of such series, this Agreement, the Security Agreement and the Mortgages (except any principal, interest or premium on such series of Notes which has become due and payable solely by reason of such declaration under §6.3 ) shall have been duly paid; and

and provided further, that no such rescission and annulment shall extend to or affect any subsequent Default or Event of Default or impair any right consequent thereto.

SECTION 7. AMENDMENTS; WAIVERS; CONSENTS; SUPPLEMENTS AND RELEASE OF COLLATERAL.

Section 7.1. Consent Required. Any term, covenant, agreement or condition of this Agreement may, with the consent of the Obligors, be amended or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), if the Obligors shall have obtained the consent in writing of the Holders of the following: (i) at least 66-2/3% in aggregate principal amount of outstanding Notes of each series and (ii) if any series includes more than one tranche, at least 66-2/3% in aggregate principal amount of outstanding Notes of all tranches thereof which mature more than 12 months from the date of any such consent; provided that without the written consent of the Holders of all of the Notes then outstanding, no such waiver, modification, alteration or amendment shall be effective (i) which will change the time of payment (including any prepayment required by the Notes) of the principal of or the interest on any Note or change the principal amount thereof or change the rate of interest thereon, or (ii) which will change any of the provisions with respect to optional

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prepayments, or (iii) which will change the percentage of Holders required to consent to any such amendment, alteration or modification or any of the provisions of this §7 or §6 or the Notes.

Section 7.2. Solicitation of Holders. So long as there are any Notes outstanding, the Obligors will not solicit, request or negotiate for or with respect to any proposed waiver or amendment of any of the provisions of this Agreement or the Notes unless each holder of Notes (irrespective of the amount of Notes then owned by it) shall be informed thereof by the Obligors and shall be afforded the opportunity of considering the same and shall be supplied by the Obligors with sufficient information to enable it to make an informed decision with respect thereto. The Obligors will not, directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any holder of Notes as consideration for or as an inducement to entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions of this Agreement or the Notes unless such remuneration is concurrently offered, on the same terms, ratably to the holders of all Notes then outstanding.

Section 7.3. Effect of Amendment or Waiver. Any such amendment or waiver shall apply equally to all of the Holders and shall be binding upon them, upon each future Holder and upon the Obligors, whether or not such Note shall have been marked to indicate such amendment or waiver. No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon.

Section 7.4. Supplements. The Obligors may enter into any Supplement providing for the issuance of one or more series of Additional Notes consistent with §§1.5 and 4.14 hereof without obtaining the consent of any Holder of any other series of Notes.

Section 7.5. Release of Collateral. The Obligors may obtain the release of all of the Collateral from the Security Trustee (as defined in the Security Agreement) in accordance with the provisions of Section 8.4 of the Security Agreement. Concurrently with the release, if any, of the Security Documents, the covenants set forth in Schedule II hereto shall take effect and upon the happening of such event, all references to the Security Documents and the Collateral shall be of no force and effect so long as the Notes remain unsecured.

SECTION 8. INTERPRETATION OF AGREEMENT; DEFINITIONS.

Section 8.1. Definitions. Unless the context otherwise requires, the terms hereinafter set forth when used herein shall have the following meanings and the following definitions shall be equally applicable to both the singular and plural forms of any of the terms herein defined:

“Additional Notes” shall have the meaning assigned thereto in §1.5.

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“Affiliate” shall mean any Person (other than a Restricted Subsidiary) (i) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, any Obligor, (ii) which beneficially owns or holds 5% or more of any class of the Voting Stock of an Obligor or (iii) 5% or more of the Voting Stock (or in the case of a Person which is not a corporation, 5% or more of the equity interest) of which is beneficially owned or held by any Obligor or a Subsidiary. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of Voting Stock, by contract or otherwise.

“Appraised Value” with regards to any Collateral, shall mean the value of such Collateral as set forth in the appraisal required to be delivered pursuant to §4.5 hereof or any update of such appraisal prepared in accordance with the Security Agreement.

“Business Day” shall mean each day (excluding Saturday and Sunday) which is not a day on which banking institutions in Chicago, Illinois are obligated by law to close.

“Capitalized Lease” shall mean any lease with respect to which the obligation for Rentals is required to be capitalized on a balance sheet of the lessee in accordance with generally accepted accounting principles.

“Capitalized Rentals” shall mean as of the date of any determination the amount at which the aggregate Rentals due and to become due under all Capitalized Leases under which an Obligor is a lessee would be reflected as a liability on a consolidated balance sheet of such Obligor.

“Collateral” shall have the meaning set forth in §1.2 hereof.

“Consolidated Net Income” for any period shall mean the gross revenues of the Obligors for such period less all expenses and other proper charges (including taxes on income), determined on a consolidated basis in accordance with generally accepted accounting principles, but excluding in any event:

(a) any gains or losses from extraordinary items;

(b) net earnings and losses of Obligor accrued prior to the date it became an Obligor;

(c) net earnings and losses of any corporation (other than a Restricted Subsidiary), substantially all the assets of which have been acquired in any manner, realized by such other corporation prior to the date of such acquisition;

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(d) net earnings and losses of any corporation (other than a Restricted Subsidiary) with which an Obligor shall have consolidated or which shall have merged into or with an Obligor prior to the date of such consolidation or merger; and

(e) net earnings of any business entity (other than a Restricted Subsidiary) in which an Obligor has an ownership interest unless such net earnings shall have actually been received by such Obligor in the form of cash distributions.

“Consolidated Net Income Available for Fixed Charges” for any period shall mean the sum of (i) Consolidated Net Income during such period plus (to the extent deducted in determining Consolidated Net Income), (ii) all provisions for any Federal, state or other income taxes made by the Obligors during such period, (iii) Fixed Charges during such period, and (iv) depreciation and amortization of debt discount and expense during such period of the Obligors.

“Consolidated Net Worth” shall mean, as of the date of any determination thereof, stockholders’ equity (including preferred stock) of the Obligors, all determined in accordance with generally accepted accounting principles consolidating the Obligors.

“Default” shall mean any event or condition, the occurrence of which would, with the lapse of time or the giving of notice, or both, constitute an Event of Default as defined in §6.1 .

“Environmental Legal Requirement” shall mean any applicable law relating to public health, safety or the environment, including, without limitation, relating to releases, discharges or emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls (PCBs), asbestos or urea formaldehyde, to the treatment, storage, disposal or management of Hazardous Substances (including, without limitation, petroleum, its derivatives, by-products or other hydrocarbons), to exposure to toxic, hazardous, or other controlled, prohibited or regulated substances, to the transportation, storage, disposal, management or release of gaseous or liquid substances and any handling, transportation, discharge or release of gaseous or liquid substances and any regulation, order, injunction, judgment, declaration, notice or demand issued pursuant to such statute or ordinance, in each case applicable to the property or assets of the Obligors and their Subsidiaries or the operation, construction or modification of any thereof, including without limitation the following: the Clean Air Act of 1966, as amended, 42 U.S.C. §7401 et seq. , the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. §1251, et seq. , the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §300(f) et seq. , the Toxic Substances Control Act of 1976, 15 U.S.C. §2601 et seq. , the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §9601 et seq. , the Resource Conservation and Recovery Act of 1976, as amended by the Solid and Hazardous Waste Amendments of 1984, 42 U.S.C.

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§6901 et seq. , the Occupational Safety and Health Act of 1970, 29 U.S.C. §651 et seq. , the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §11001 et seq. , the National Environmental Policy Act of 1975, 42 U.S.C. §4321, the Rivers and Harbours Act of 1899, 33 U.S.C. §401, et seq. or similar federal, state, county, regional or local statute, law, regulation, rule or ordinance, including without limitation, any state statute providing for financial responsibility for cleanup for the release or threatened release of substances.

“Financing Documents” shall mean this Agreement, the Security Agreement, the Notes, the Mortgages and each other document, security agreement, financing statement, supplements or other agreement delivered at any time in connection with the transactions contemplated by this Agreement.

“Fixed Charges” for any period shall mean on a consolidated basis the sum of (i) all Rentals (excluding all Rentals on Capitalized Leases) payable during such period by the Obligors and (ii) all Interest Charges on all Indebtedness (including imputed interest in respect of Rentals on Capitalized Leases) of the Obligors.

“Guaranties” by any Person shall mean all obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any Indebtedness (including, without limitation, Indebtedness of any employee stock ownership plan), dividend or other obligation, of any other Person (the “primary obligor” ) in any manner, whether directly or indirectly, including, without limitation, all obligations incurred through an agreement, contingent or otherwise, by such Person: (i) to purchase such Indebtedness or obligation or any property or assets constituting security therefor, (ii) to advance or supply funds (x) for the purchase or payment of such Indebtedness or obligation, (y) to maintain working capital or other balance sheet condition or otherwise to advance or make available funds for the purchase or payment of such Indebtedness or obligation, or (iii) to lease property or to purchase Securities or other property or services primarily for the purpose of assuring the owner of such Indebtedness or obligation of the ability of the primary obligor to make payment of the Indebtedness or obligation, or (iv) otherwise to assure the owner of the Indebtedness or obligation of the primary obligor against loss in respect thereof. For the purposes of all computations made under this Agreement, a Guaranty in respect of any Indebtedness for borrowed money shall be deemed to be Indebtedness equal to the principal amount of such Indebtedness for borrowed money which has been guaranteed, and a Guaranty in respect of any other obligation or liability or any dividend shall be deemed to be Indebtedness equal to the maximum aggregate amount of such obligation, liability or dividend.

“Hazardous Substance” shall mean any hazardous or toxic chemical, waste, byproduct, pollutant, contaminant, compound, product or substance, including, without limitation, asbestos, polychlorinated biphenyls, petroleum (including crude oil or any fraction thereof), and any

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material the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, removal remediation or handling or which, is prohibited, controlled or regulated by any Environmental Legal Requirement.

“Holder” shall mean any Person which is, at the time of reference, the registered holder of any Note.

“Indebtedness” of any Person shall mean and include all obligations of such Person which in accordance with generally accepted accounting principles shall be classified upon a balance sheet of such Person as liabilities of such Person, and in any event shall include all (i) obligations of such Person for borrowed money or which has been incurred in connection with the acquisition of property or assets, (ii) obligations secured by any lien or other charge upon property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such obligations, (iii) obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person, notwithstanding the fact that the rights and remedies of the seller, lender or lessor under such agreement in the event of default are limited to repossession or sale of property, (iv) Capitalized Rentals under any Capitalized Lease and, but without duplication, (v) all Guaranties including, without limitation, Guaranties of Indebtedness of any employee stock ownership plan. For the purpose of computing the “Indebtedness” of any Person, there shall be excluded any particular Indebtedness to the extent that, upon or prior to the maturity thereof, there shall have been deposited with the proper depository in trust the necessary funds (or evidences of such Indebtedness, if permitted by the instrument creating such Indebtedness) for the payment, redemption or satisfaction of such Indebtedness; and thereafter such funds and evidences of Indebtedness so deposited shall not be included in any computation of the assets of such Person.

“Industrial Development Bonds” shall mean those certain Thomaston-Upson County Industrial Development Authority Industrial Development Revenue Bonds (Quad/Graphics, Inc. Project) Series 1995-1 and each other series issued or to be issued pursuant to that certain Indenture of Trust between Thomaston-Upson County Industrial Development Authority and First Union National Bank of North Carolina dated to be closed in the fourth quarter of the 1995 calendar year or the first quarter, of the 1996 calendar year, and shall mean any other bonds of a similar nature issued by a governmental or other municipal authority or entity in order to finance the purchase of property which is pledged to the Holders as part of the Collateral.

“Institutional Holder” shall mean any Holder which is a Purchaser or (a) an “accredited investor,” as that term is defined in Rule 501 of the Securities and Exchange Commission under the Securities Act of 1933, as amended, and (b) an insurance company, bank, savings and loan association, trust company, investment company, charitable foundation, employee benefit plan

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(as defined in ERISA) or other institutional investor or financial institution and, for purposes of the direct payment provisions of this Agreement, shall include any nominee of any such Holder.

“Interest Charges” for any period shall mean all interest (including capitalized interest) on any particular Indebtedness for which such calculations are being made.

“Interest Payment Dates” shall mean, with respect to the 1995 Notes, each March 1 and September 1 in each year.

“Lien” shall mean any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and including but not limited to the security interest lien arising from a mortgage, encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term “Lien” shall include reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances (including, with respect to stock, stockholder agreements, voting trust agreements, buy-back agreements and all similar arrangements) affecting property. For the purposes of this Agreement, the Obligors shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement, Capitalized Lease or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for security purposes and such retention or vesting shall constitute a Lien.

“Make-Whole Amount” with respect to any series of Notes, shall have the respective meaning, if any, set forth in the form of Notes for such series.

“Material Indebtedness” shall mean at any time one or more obligations of any Obligor for borrowed money or in respect of interest rate swaps, interest rate exchange agreements, currency swaps or currency exchange agreements (however denominated) which, individually or in the aggregate, have, or relate to, an unpaid principal amount for borrowed money of more than $10,000,000 or relating to any of the other aforementioned agreements under which the Company’s aggregate liability is more than $10,000,000.

“Mortgages” shall mean those certain Mortgage and Security Agreements dated as of September 1, 1995 each from the Company to M&I Marshall & Ilsley Bank as security trustee, granting the Security Trustee a mortgage and security interest in the Real Property Collateral and any additional grants of collateral interests in real property of the Company to secure the Notes.

“Obligors” shall mean the Company and each other Restricted Subsidiary.

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“Person” shall mean an individual, partnership, joint venture, corporation, business trust, joint stock company, trust or unincorporated organization, and a government or agency or political subdivision thereof or other entity of whatever nature.

“Personal Property Collateral” shall have the meaning assigned thereto in §1.2 .

“Real Property Collateral” shall have the meaning assigned thereto in §1.2 .

“Rentals” shall mean and include all fixed rents (including as such all payments which the lessee is obligated to make to the lessor on termination of the lease or surrender of the property other than any such payments which constitute, in substance, tax indemnification payments or payments applied to the acquisition by the lessee of the property subject to such lease) payable by each Obligor, as lessee or sublessee under a lease of real or personal property, but shall be exclusive of any amounts required to be paid by each such Obligor (whether or not designated as rents or additional rents) on account of maintenance, repairs, insurance, taxes and similar charges. Fixed rents under any so-called, “percentage leases” shall be computed solely on the basis of the minimum rents, if any, required to be paid by the lessee regardless of sales volume or gross revenues.

“Responsible Officer” shall mean the President, any Vice President, the Treasurer, the Chief Financial Officer, any Assistant Treasurer, the Secretary and any Assistant Secretary, from time to time, of each Obligor and any other officer of each Obligor who performs the functions of the aforementioned officers or any other officer or employee whose responsibilities include the knowledge of the terms and conditions of this Agreement, the Notes or the Security Agreement.

“Restricted Subsidiary” shall mean and include a Person whose financial statements are required to be consolidated with the Company’s financial statements in accordance with GAAP which is organized under the laws of the United States or Canada or any State or province thereof and which has substantially all of its assets within the United States or Canada and which Person either (i) is a party to this Agreement, (ii) is designated as such in Annex 1 to Exhibit C hereto, or (iii) is subsequently designated as such in accordance with §5.12 , provided that such designation would not result in the violation of any of the terms of this Agreement and provided, further, that the Obligors and such subsequently designated Restricted Subsidiary have each executed and delivered to each Holder a Restricted Subsidiary Agreement substantially in the form of Exhibit H hereto (in sufficient counterparts for distribution of an executed original to each Holder), together with an opinion of counsel acceptable to the Holders to the effect that the Restricted Subsidiary Agreement has been duly and validly authorized, executed and delivered by the proposed new Restricted Subsidiary and constitutes the legal, valid and binding obligation of such proposed Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms and, pursuant to said Restricted Subsidiary Agreement, the proposed

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Restricted Subsidiary is jointly and severally obligated with respect to the payment of all obligations outstanding and to be outstanding under this Note Agreement and the Notes (subject to the right of such Restricted Subsidiary to cease to be a Restricted Subsidiary pursuant to the next sentence of this definition). A restricted Subsidiary may be designated an Unrestricted Subsidiary in accordance with §5.12 .

“Security” shall have the same meaning as in Section 2(1) of the Securities Act of 1933, as amended.

“Security Agreement” shall have the meaning assigned thereto in §1.2 .

“Security Documents” shall mean and include the Security Agreement and the Mortgages and any other agreements, documents or instruments now or hereafter executed and delivered securing the obligations of the Obligors under the Notes.

The term “subsidiary” shall mean, as to any particular parent corporation, any corporation of which more than 50% (by number of votes) of the Voting Stock shall be owned by such parent corporation and/or one or more corporations which are themselves subsidiaries of such parent corporation. The term “Subsidiary” shall mean a subsidiary of any Obligor.

“Supplement” shall have the meaning assigned thereto in §1.5.

“Unrestricted Subsidiary” shall mean any Subsidiary of any Obligor which is not a Restricted Subsidiary.

“Voting Stock” shall mean Securities of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions).

Section 8.2. Accounting Principles. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, the same shall be done in accordance with generally accepted accounting principles, to the extent applicable, except where such principles are inconsistent with the requirements of this Agreement.

Section 8.3. Directly or Indirectly. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such Person.

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SECTION 9. MISCELLANEOUS.

Section 9.1. Registered Notes. The Obligors shall cause to be kept at the principal office of the Company a register for the registration and transfer of the Notes (hereinafter called the “Note Register” ), and the Obligors will register or transfer or cause to be registered or transferred, as hereinafter provided and under such reasonable regulations as they may prescribe, any Note issued pursuant to this Agreement.

At any time and from time to time the registered Holder which has been duly registered as hereinabove provided may transfer such Note upon surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder or its attorney duly authorized in writing.

The Person in whose name any registered Note shall be registered shall be deemed and treated as the owner and a Holder for all purposes of this Agreement. Payment of or on account of the principal, premium, if any, and interest on any registered Note shall be made to or upon the written order of such registered Holder.

Section 9.2. Exchange of Notes. At any time, and from time to time, upon not less than ten days’ notice to that effect given by the Holder of any Note initially delivered or of any Note substituted therefor pursuant to §9.1 , this §9.2 or §9.3 , and, upon surrender of such Note at its office, the Obligors will deliver in exchange therefor, without expense to the Holder, except as set forth below, Notes for the same aggregate principal amount and of the same series and tranche as the then unpaid principal amount of the Note so surrendered, in the denomination of $250,000 or any amount in excess thereof as such Holder shall specify, dated as of the date to which interest has been paid on the Note so surrendered or, if such surrender is prior to the payment of any interest thereon, then dated as of the date of issue, payable to such Person or Persons, or assigns, as may be designated by such Holder, and otherwise of the same form and tenor as the Notes so surrendered for exchange. The Obligors may require the payment of a sum sufficient to cover any stamp tax or governmental charge imposed upon such exchange or transfer.

Section 9.3. Loss, Theft, etc. of Notes. Upon receipt of evidence satisfactory to the Obligors of the loss, theft, mutilation or destruction of any Note, and in the case of any such loss, theft or destruction upon delivery of a bond of indemnity in such form and amount as shall be reasonably satisfactory to the Obligors, or in the event of such mutilation upon surrender and cancellation of the Note, the Obligors will make and deliver without expense to the Holder thereof, a new Note, of the same series and tranche and of like tenor, in lieu of such lost, stolen, destroyed or mutilated Note. If an Institutional Holder is the owner of any such lost, stolen or destroyed Note, then the affidavit of an authorized officer of such owner, setting forth the fact of

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loss, theft or destruction and of its ownership of the Note at the time of such loss, theft or destruction shall be accepted as satisfactory evidence thereof and no further indemnity shall be required as a condition to the execution and delivery of a new Note other than the written agreement of such owner to indemnify the Obligors.

Section 9.4. Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Obligors agree to pay directly all of the Purchaser’s out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement, the Security Agreement and the Mortgages and the transactions contemplated hereby, including but not limited to all filing and recording fees, all Security Trustee’s fees, all fees relative to appraisals, the fees and disbursements of Chapman and Cutler, special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser’s home office or at such other place as such Purchaser may designate, and all expenses relating to any proposed or actual amendment, waivers, consents, work-out, renegotiation or restructuring pursuant to the provisions hereof, including without limitation, all legal fees and the reasonable fees and expenses of any one investment banker or financial advisor engaged by and representing the holders of the Notes. The Obligors also agree that they will pay and save the Purchasers harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement, the Security Agreement, the Mortgages or the Notes, whether or not any Notes are then outstanding and liability with respect to obtaining a so-called “private placement number”. The Obligors agree to protect and indemnify the Purchasers against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person engaged by or on behalf of the Obligors in connection with the transactions contemplated by this Agreement and the Security Agreement and the Mortgages.

Section 9.5. Powers and Rights Not Waived; Remedies Cumulative. No delay or failure on the part of any Holder in the exercise of any power or right shall operate as a waiver thereof; nor shall any single or partial exercise of the same preclude any other or further exercise thereof, or the exercise of any other power or right, and the rights and remedies of each Holder are cumulative to and are not exclusive of any rights or remedies any such Holder would otherwise have, and no waiver or consent, given or extended pursuant to §7 hereof, shall extend to or affect any obligation or right not expressly waived or consented to.

Section 9.6. Notices. All communications provided for hereunder shall be in writing and, if to a Holder, delivered or mailed by registered or certified mail or overnight courier service, addressed to such Holder at such Holder’s address appearing on Schedule I to this Agreement or such other address as any Holder may designate to the Obligors in writing, and if to the Obligors, delivered or mailed by registered or certified mail or overnight courier service to the Company at DuPlainville Road, Pewaukee, Wisconsin 53072, Attention: Vice President-

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Finance with a copy to Joseph B. Tyson, Jr., c/o Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202-5367 or to such other address as the Obligors may in writing designate to you or to the Holders.

Section 9.7. Successors and Assigns. This Agreement shall be binding upon the Obligors and its successors and assigns and shall inure to the benefit of each Purchaser and its successors and assigns, including each successive Holder.

Section 9.8. Survival of Covenants and Representations. All covenants, representations and warranties made by the Obligors herein and in any certificates delivered pursuant hereto, whether or not in connection with the Closing Date, shall survive the closing and the delivery of this Agreement and the Notes.

Section 9.9. Severability. Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid portion thereof eliminated and it is hereby declared the intention of the parties hereto that they would have executed the remaining portion of this Agreement without including therein any such part, parts, or portion which may, for any reason, be hereafter declared invalid.

Section 9.10. Governing Law. This Agreement and the Notes issued and sold hereunder shall be governed by and construed in accordance with Wisconsin law.

Section 9.11. Captions. The descriptive headings of the various Sections or parts of this Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 9.12. Payment on Non-Business Day. In the event that any payment date hereunder or under the Notes shall not be a Business Day, payment shall be made on the next succeeding Business Day. If such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension, but interest payable on the next interest payment date shall accrue from the originally scheduled payment date.

Section 9.13. Additional Subsidiaries. (a) No payment or payments made by any Obligor, any guarantor or any other Person or received or collected by the Holders from any Obligor, any guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the obligations of the Obligors under this Note Agreement or the Notes shall be deemed to modify, reduce, release or otherwise affect the liability of any Restricted Subsidiary of the Company under the Note Agreement or the Notes which shall, notwithstanding any such payment or

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payments other than payments made to the Holders by such Restricted Subsidiary or payments received or collected by the Holders from such Restricted Subsidiary, remain liable for the obligations of the Obligors under this Note Agreement and the Notes until the obligations of the Obligors under this Note Agreement and the Notes are paid in full.

(b) The provisions of this subsection 9.13 shall survive repayment of the Notes and termination of this Note Agreement.

(c) The obligations hereunder and under the Notes may be created without notice to the Restricted Subsidiaries, which shall be jointly and severally liable therefor regardless of their failure to receive notice thereof.

(d) If a Restricted Subsidiary is designated an Unrestricted Subsidiary by the Board of Directors of the Company in accordance with §5.12 , the designated Subsidiary shall remain jointly and severally liable for all obligations of the Obligors under this Note Agreement and the Notes until such time as the Company and the designated Subsidiary shall have established, to the reasonable satisfaction of the Holders, that no Default or Event of Default exists and such designation does not cause a Default or Event of Default and would not have caused a Default or Event of Default had it occurred as of the end of the most recent fiscal quarter. Assuming compliance with the preceding sentence, and upon request, the Holders shall deliver to the designated Subsidiary any instrument reasonably requested to evidence that such Subsidiary is no longer a Restricted Subsidiary, nor liable for the obligations of the Obligors under this Note Agreement and the Notes.

(e) By signing a Restricted Subsidiary Agreement, in the case of all subsequently-designated Restricted Subsidiaries, each such Restricted Subsidiary agrees: (x) to be bound by all of the terms and provisions of this Note Agreement applicable to Obligors, (y) that it is liable, jointly and severally, with all other Obligors for the payment when due of all Notes and other obligations under this Note Agreement, and (z) that the Holders can enforce such obligations against such Restricted Subsidiary only until such time as that Restricted Subsidiary has been designated an Unrestricted Subsidiary pursuant to §5.12 hereof and satisfied the conditions described in subsection 9.12(d) above.

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The execution hereof by the Purchasers shall constitute a contract among the Obligors and the Purchasers for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.

	QUAD/GRAPHICS, INC.


	By	/s/ John C. Fowler

		Vice President-Finance


	QUAD/TECH, INC.
	QUAD/TECH EUROPE, INC.
	QUAD/CREATIVE, INC.
	DUPLAINVILLE TRANSPORT, INC.
	QUAD/CARE, INC.
	QUAD/MARKETING, INC.
	QUAD/PAK, INC.
	THE QUAD TECHNOLOGY GROUP, INC.
	SILVER SPRING REALTY, INC.
	QUAD/WEST, INC.
	QUAD/MED, INC.


	By	/s/ John C. Fowler

		Their Treasurer


	CHEMICAL RESEARCH/TECHNOLOGY CO. by Quad/Graphics, Inc., its General Partner


	By	/s/ John C. Fowler

		Its Vice President-Finance

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	and by Quad/Creative, Inc. its General Partner


	By	/s/ John C. Fowler

		Its Treasurer

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Accepted as of September 1, 1995.

	AMERICAN UNITED LIFE INSURANCE COMPANY


	By	/s/ Kent R. Adams

		Its Vice President

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Accepted as of September 1, 1995.

	PROVIDIAN LIFE AND HEALTH INSURANCE COMPANY


	By	/s/ Frederick B. Howard

		Its Second Vice President - Investments

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Accepted as of September 1, 1995.

	INDIANAPOLIS LIFE INSURANCE COMPANY


	By	/s/ Gene E. Trueblood

		Its Vice President, C.I.O. and Treasurer

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Accepted as of September 1, 1995.

	NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY


	By	/s/ Hanson C. Robbins


	Title:	Senior Investment Officer

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Accepted as of September 1, 1995.

	AID ASSOCIATION FOR LUTHERANS


	By	/s/ James Abitz

		Its Vice President - Securities

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Accepted as of September 1, 1995.

	THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES


	By	/s/ Beatriz M. Cuervo

		Its Investment Officer

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Accepted as of September 1, 1995.

	CANADA LIFE INSURANCE COMPANY OF NEW YORK


	By	/s/ Brian J. Lynch

		Its Assistant Treasurer

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Accepted as of September 1, 1995.

	CANADA LIFE INSURANCE COMPANY OF AMERICA


	By	/s/ Brian J. Lynch

		Its Assistant Treasurer

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Accepted as of September 1, 1995.

	WOODMEN ACCIDENT AND LIFE COMPANY


	By	/s/ M. F. Wilder

		Its Senior Vice President and Treasurer

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Accepted as of September 1, 1995.

	THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

	By MIMLIC Asset Management Company


	By	/s/ Lynne M. Mills

		Its Vice President

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Accepted as of September 1, 1995.

	FEDERATED MUTUAL INSURANCE COMPANY

	By MIMLIC Asset Management Company


	By	/s/ Lynne M. Mills

		Its Vice President

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Accepted as of September 1, 1995.

	MUTUAL TRUST LIFE INSURANCE COMPANY

	By MIMLIC Asset Management Company


	By	/s/ Alan Notvik

		Its Vice President

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Accepted as of September 1, 1995.

	FIRST NATIONAL LIFE INSURANCE COMPANY OF AMERICA

	By MIMLIC Asset Management Company


	By	/s/ Alan Notvik

		Its Vice President

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Accepted as of September 1, 1995.

	UNITED OF OMAHA LIFE INSURANCE COMPANY


	By	/s/ Curtis R. Caldwell

		Its First Vice President

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Accepted as of September 1, 1995.

	THE OHIO NATIONAL LIFE INSURANCE COMPANY


	By	/s/ Michael A. Boedeker

		Its Vice President, Fixed Income Securities

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Accepted as of September 1, 1995.

	OHIO NATIONAL LIFE ASSURANCE CORPORATION


	By	/s/ Michael A. Boedeker

		Its Vice President, Fixed Income Securities

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Accepted as of September 1, 1995.

	PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY


	By	/s/ Rosemary T. Strekel

		Its Vice President

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Accepted as of September 1, 1995.

	JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY


	By	/s/ Anthony C. Urick

		Its Second Vice President

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Accepted as of September 1, 1995.

	JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY


	By	/s/ Anthony C. Urick

		Its Vice President - Investments

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Accepted as of September 1, 1995.

	SAFECO LIFE INSURANCE COMPANY


	By	/s/ Michael C. Knebel

		Its Vice President and Treasurer

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ADDITIONAL COVENANTS

Section 5.[x]. Priority Debt. The Obligors will not at any time permit Priority Debt to exceed an amount equal to 15% of Consolidated Net Worth.

Section 5.[y]. Limitation on Liens. The Obligors will not create or incur, or suffer to be incurred or to exist, any Lien on its or their property or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, or transfer any property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire any property or assets upon conditional sales agreements or other title retention devices, except:

(a) Liens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided payment thereof is not at the time required by §5 . 3 ;

(b) Liens of or resulting from any judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Obligors shall at any time in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured;

(c) Liens incidental to the conduct of business or the ownership of properties and assets (including Liens in connection with worker’s compensation, unemployment insurance and other like laws, warehousemen’s and attorneys’ liens and statutory landlords’ liens) and Liens to secure the performance of bids, tenders or trade contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of like general nature incurred in the ordinary course of business and not in connection with the incurrence of Indebtedness, provided that such Liens do not, individually or in the aggregate, materially impair the use of the property encumbered by any such Lien in the operation of the business of the Obligors, taken as a whole, or the value of the property so encumbered for the purposes of such business;

(d) Liens securing Indebtedness of an Obligor to another Obligor;

(e) Liens incurred after the Closing Date given to secure the payment of the purchase price incurred in connection with the acquisition, construction or improvement of fixed assets of any Obligor, which Liens are incurred contemporaneously with or within 180 days after the payment of such purchase price, and Liens existing on such

SCHEDULE II

(to Note Agreement)

fixed assets at the time of acquisition thereof or at the time of acquisition by any Obligor of any business entity then owning such fixed assets, whether or not such existing Liens were given to secure the payment of the purchase price of the fixed assets to which they attach, provided that (i) the Lien shall attach solely to the fixed assets acquired, constructed or improved, (ii) at the time of acquisition, construction or improvement of such fixed assets, the aggregate amount remaining unpaid on all Indebtedness secured by Liens on such fixed assets whether or not assumed by any Obligor shall not exceed an amount equal to 100% of the fair market value at the time of acquisition, construction or improvement of such fixed assets (as determined in good faith by the Board of Directors of the Obligor incurring such Lien), and (iii) all Indebtedness secured by such Liens shall have been incurred within the applicable limitations of this Agreement; and

(f) in addition to the liens permitted under §5. [y] (a) through (e) , Liens securing Priority Debt permitted pursuant to §5. [x].

In the event any property of any Obligor is subjected to a Lien which is not permitted by the provisions of §5. [y] pursuant to a transaction otherwise permitted hereunder (such Lien being referred to as a “Prohibited Lien” ), an Event of Default shall not have occurred hereunder if such Obligor, as the case may be, (i) shall have received the prior written approval of the holders of 66-2/3% in aggregate principal amount of the outstanding Notes of each series to the incurrence of such Prohibited Lien and, (ii) shall make or cause to be made provisions whereby the obligations of the Obligors under the Notes and this Agreement will be secured equally and ratably with all other obligations secured by such Prohibited Lien within 30 days of the incurrence of such Prohibited Lien, pursuant to security arrangements satisfactory in form, scope and substance to the holder or holders of not less than 66-2/3% in aggregate principal amount of the Notes of each series.

Section 5.[z]. Mergers, Consolidations and Sales of Assets. The Obligors will not (i) consolidate with or be a party to a merger with any other corporation or (ii) sell, lease or otherwise dispose of all or substantially all of the assets of the Obligors; provided, however, that any Obligor may consolidate or merge with or into any other corporation if (x) such Obligor shall be the surviving corporation or, if such Obligor is not the surviving corporation, the surviving corporation shall expressly assume in writing the obligations of such Obligor under the Financing Documents and the surviving corporation, if other than such Obligor, shall be a corporation organized and existing under the laws of the United States, or a jurisdiction thereof, having the majority of its consolidated assets and operations in the United States, and (y) at the time of such consolidation or merger and after giving effect thereto no Default or Event of Default shall have occurred and be continuing.

DEFINED TERMS:

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“Priority Debt” shall mean and include, as of the date of any determination, all Indebtedness of any Obligor which is secured pursuant to any Lien other than a Lien permitted pursuant to §5[y](a) through (e).

II-90

QUAD/GRAPHICS, INC.

QUAD/TECH, INC.
QUAD/TECH EUROPE, INC.

QUAD/CREATIVE, INC.

DUPLAINVILLE TRANSPORT, INC.

QUAD/CARE, INC.

QUAD/MARKETING, INC.

QUAD/PAK, INC.

THE QUAD TECHNOLOGY GROUP, INC.

SILVER SPRING REALTY, INC.

CHEMICAL RESEARCH/TECHNOLOGY CO.

QUAD/WEST, INC.

QUAD/MED, INC.

7.14% Senior Secured Note, Series 1995-1, Tranche A

Due September 1, 2010

No. AR-3

September 28, 1995

$8,000,000

QUAD/GRAPHICS, INC., a Wisconsin corporation (the “Company” ), QUAD/TECH, INC., a Wisconsin corporation, QUAD/TECH EUROPE, INC., a Delaware corporation, QUAD/CREATIVE, INC., a Wisconsin corporation, DUPLAINVILLE TRANSPORT, INC., a Wisconsin corporation, QUAD/CARE, INC., a Wisconsin corporation, QUAD/MARKETING, INC., a Wisconsin corporation, QUAD/PAK, INC., a Wisconsin corporation, THE QUAD TECHNOLOGY GROUP, INC., a Wisconsin corporation, SILVER SPRING REALTY, INC., a Wisconsin corporation, CHEMICAL RESEARCH/TECHNOLOGY CO., a Wisconsin corporation, QUAD/WEST, INC., a Delaware corporation, and QUAD/MED, INC., a Wisconsin corporation.(each, including the Company and each other entity which becomes an Obligor (as defined in the Note Agreement) from time to time, an “Obligor” and collectively, the “Obligors” ), for value received, hereby promise, jointly and severally, to pay to

or registered assigns,

on the first day of September, 2010

the principal amount of

DOLLARS ($ )

and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the principal amount from time to time remaining unpaid hereon at the rate of 7.14% per annum

EXHIBIT A-1

(to Note Agreement)

from the date hereof until maturity, payable semiannually on the first day of each March and September in each year commencing March 1, 1996, and at maturity (the “Tranche A Interest Payment Dates” ). The Obligors agree to pay interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest, at the rate of 9.14% per annum after maturity, whether by acceleration or otherwise, until paid. Both the principal hereof and interest hereon are payable at the principal office of the Company in Pewaukee, Wisconsin in coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts.

This Tranche A Note is one of the 7.14% Senior Secured Notes, Series 1995-1, Tranche A of the Obligors in the aggregate principal amount of $43,000,000 (the “Tranche A Notes” ) issued or to be issued along with the $48,500,000 aggregate principal amount of the 7.56% Senior Secured Notes, Series 1995-1, Tranche B due September 1, 2015 and $30,000,000 aggregate principal amount of the 8.00% Senior Secured Notes, Series 1995-1, Tranche C due September 1, 2020 under and pursuant to the terms and provisions of the Note Agreement dated as of September 1, 1995 (the “Note Agreement” ), entered into by the Obligors with the original purchasers therein referred to and the Security Agreement dated as of September 1, 1995 (the “Security Agreement” ) and the Mortgage and Security Agreements each dated as of September 1, 1995 (the “Mortgages” ) from the Company to the Security Trustee. This Tranche A Note and the holder hereof are entitled equally and ratably with the holders of all other Notes (as defined in the Note Agreement) of all series outstanding from time to time under the Note Agreement, the Security Agreement and the Mortgages to all the benefits and security provided for thereby or referred to therein to which Note Agreement, Security Agreement and Mortgages reference is hereby made for the statement thereof. Reference is hereby made to the Security Agreement and the Mortgages for a description of the property thereby granted, conveyed, assigned, affected and hypothecated, the nature and extent of the security for the Notes, and rights of the holders of the Notes, the Security Trustee and the Company in respect of such security and otherwise.

This Tranche A Note and the other 1995 Notes (as defined in the Note Agreement) outstanding under the Note Agreement may be declared due prior to their expressed maturity dates and certain prepayments are required to be made thereon, all in the events, on the terms and in the manner and amounts as provided herein and in the Note Agreement.

The Tranche A Notes are not subject to prepayment or redemption at the option of the Obligors prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth below.

(1)(a) The Obligors jointly and severally agree that on the first day of September in each year, commencing September 1, 2001 and ending September 1, 2009 both inclusive, they will

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prepay and apply and there shall become due and payable the sum of $4,300,000 on the principal indebtedness evidenced by the Tranche A Notes. No premium shall be payable in connection with any required prepayment made pursuant to this paragraph (1)(a). The entire unpaid principal amount of the Tranche A Notes shall become due and payable on September 1, 2010.

(b) Any payment of less than all of the Tranche A Notes pursuant to the provisions of paragraph 2 shall be applied first against the payment of principal at final maturity and then against the prepayments required by paragraph (1)(a) with regard to Tranche A Notes in the inverse order thereof. To the extent that any prepayment of any Tranche A Notes pursuant to the provisions of paragraph 3 or repurchase of any Tranche A Notes does not result in the prepayment of all of the Tranche A Notes, then prepayments required to be made pursuant to the provisions of paragraph (1)(a) with regard to the Tranche A Notes shall, after the occurrence of each such prepayment pursuant to paragraph (3) or repurchase, be reduced in the same proportion as the principal amount of Tranche A Notes outstanding immediately preceding such partial prepayment or repurchase has been reduced by such partial prepayment or repurchase to the end that the remaining prepayments required to be made pursuant to the provisions of paragraph (1)(a) on each of the Tranche A Notes remaining outstanding will result in the same proportionate rate of prepayment as if Tranche A Notes had not been prepaid pursuant to paragraph (3) or repurchased, as the case may be.

(2) Upon compliance with paragraph (4) and in addition to the prepayments required by paragraph (1), the Obligors shall have the right to prepay the outstanding Tranche A Notes, either (i) in whole at any time or (ii) in part on any Tranche A Interest Payment Date (but if in part then in units of $100,000 or an integral multiple of $10,000 in excess thereof) by payment of the principal amount of the Tranche A Notes, or portion thereof to be prepaid, and accrued interest on the portion being prepaid to the date of such prepayment, together with a premium equal to the Make-Whole Amount, determined as of five (5) Business Days prior to the date of such prepayment pursuant to this paragraph (2); provided, however, that the Obligors shall not prepay Tranche A Notes pursuant to this paragraph (2), unless they shall concurrently prepay a pro-rata principal amount of the 1995 Notes of each other tranche issued pursuant to the Note Agreement.

(3)(a) In the event that the Obligors shall have advance notice of a Change of Control reasonably expected to occur no more than 120 days from the date of notice, then it shall provide written notice (a “Paragraph (3) Notice” ) to all holders of the Tranche A Notes of such proposed Change of Control, which Paragraph (3) Notice shall include the information specified in paragraph (3)(c) and shall request the consent of the holders of the Tranche A Notes to such Change of Control. Such consent of the holders of the Tranche A Notes shall not be unreasonably withheld as determined in the reasonable judgment of the holders of the Tranche A Notes. Concurrently with the closing of the transaction which causes or constitutes a Change of Control, the Obligors will prepay all Tranche A Notes held by holders that have failed to consent

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in writing to the request contained in the Paragraph (3) Notice within 30 days after receipt of such Paragraph (3) Notice, by payment of the principal amount thereof, plus accrued interest thereon to the date of prepayment together with a premium equal to the Make-Whole Amount with respect to the principal amount of the Tranche A Notes being prepaid determined as of five (5) Business Days prior to the date of such prepayment. Not less than five Business Days prior to the date of the closing of the proposed transaction, the Obligors will furnish to each holder of Tranche A Notes which has failed to consent a written confirmation of the closing date. Such prepayment option with respect to the particular proposed Change of Control described in the aforementioned Paragraph (3) Notice shall terminate in the event that such Change of Control does not occur within 120 days of the date of the Paragraph (3) Notice relating to such proposed Change of Control upon substantially the terms described in such Paragraph (3) Notice. The Obligors shall give additional Paragraph (3) Notices and the holders of the Tranche A Notes shall have the rights of prepayment as contemplated herein in the event of any Change of Control which occurs after 120 days after the initial notice with respect to such proposed Change of Control or which is pursuant to terms substantially different than the terms applicable to the proposed Change of Control previously described in the related Paragraph (3) Notice.

(b) In the event the Obligors shall not have advance notice of a Change of Control (as contemplated in paragraph (3)(a)) and a Change of Control shall occur and the Obligors have not provided the Paragraph (3) Notice pursuant to and in accordance with paragraph (3)(a), the Obligors will, within five Business Days after such Change of Control, give a Paragraph (3) Notice of such event to all holders of the Tranche A Notes pursuant to paragraph (3)(c) and shall request the consent of the holders of the Tranche A Notes to such Change of Control. Such consent of the holders of the Tranche A Notes shall not be unreasonably withheld as determined in the reasonable judgment of the holders of the Tranche A Notes. The Obligors will prepay on the closing date designated in the Paragraph (3) Notice given pursuant to this Paragraph (3)(b), all Tranche A Notes held by all holders that have failed to consent in writing to the request contained in the Paragraph (3) Notice at least five Business Days prior to the date specified for prepayment, by payment of the principal amount thereof, plus accrued interest thereon to the date of prepayment together with a premium equal to the Make-Whole Amount with respect to the principal amount of the Tranche A Notes being prepaid determined as of five (5) Business Days prior to the date of such prepayment.

(c) The Paragraph (3) Notice required to be given by the Obligors pursuant to and in accordance with the provisions of paragraph (3)(a) and (b) shall, in each case, be in writing and shall set forth, to the best knowledge and belief of the Obligors, (i) an offer to prepay all of the Tranche A Notes in accordance with paragraph 3(a) or 3(b) of this Note, as the case may be, (ii) a summary of the transaction or transactions causing or proposed to cause the Change of Control, (iii) the name and address of the Person or group of Persons acting in concert acquiring a majority of the votes for the election of a majority of the Board of Directors, (iv) such financial or other information as would be reasonably necessary for each holder to make an informed

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decision as to whether to require a prepayment of such holder’s Tranche A Notes, (v) the Make-Whole Amount if it were calculated as of the date of the Paragraph (3) Notice and (vi) in the case of any Paragraph (3) Notice pursuant to paragraph (3)(b), the date set for prepayment, if any, of the Tranche A Notes which date shall not be less than 30 days or more than 45 days after the date of such notice.

(d) “Change of Control” shall mean any event which results in the legal or beneficial ownership of shares of Voting Stock of the Company granting the holder or holders thereof a majority of the votes for the election of a majority of the Board of Directors of the Company being owned by any Person or group of Persons acting in concert other than (i) Harry V. Quadracci, Harry R. Quadracci and Thomas A. Quadracci, their respective spouses and descendants, spouses of any such descendants, the executors, administrators, guardians or conservators of the estates of any of the foregoing Persons and trustees holding shares of Voting Stock of the Company for the benefit of any said Persons (the “Family Group” ), or (ii) the Current Management Group or (iii) if and so long as the Family Group owns and holds not less than 10% of the Company’s Voting Stock, any employee stock ownership plan of the Company whose trustee or a majority of whose trustees are Harry V. Quadracci, Harry R. Quadracci and Thomas A. Quadracci, or any of them, which owns and holds legal and beneficial ownership of shares of Voting Stock of the Company granting the holder thereof a majority of the votes for the election of a majority of the Board of Directors of the Company.

As used herein, “Current Management Group” shall mean, as of the date of any determination thereof, a group consisting of one or more of Harry V. Quadracci, Harry R. Quadracci, Thomas A. Quadracci or the individuals then holding the following offices (collectively, “Senior Officers” ): President, Chief Executive Officer, Chairman of the Board of Directors, Vice President, Finishing Operations, Senior Vice President, Sales and Administration, Vice President, Distribution, Vice President, Finance, Vice President, Imaging Operations, Vice President, Production, Vice President, Computer Sciences, Vice President, Press Operations, Vice President, Manufacturing and Technology or at such time as such offices no longer exist, such offices which include substantially similar responsibilities; provided, however, that any such individual shall not be deemed to be a member of the Current Management Group unless such individual shall have a tenure as a Senior Officer of at least two (2) years and the Management Group, as a whole, shall have an average tenure as Senior Officers of at least five (5) years.

(4) The Obligors will give written notice of any prepayment of the Tranche A Notes pursuant to paragraph (2) to each holder thereof not less than 30 days nor more than 60 days before the date fixed for such optional prepayment specifying (i) the date fixed for such prepayment, which shall be a Business Day, (ii) the section of the Agreement or this Tranche A Note under which the prepayment is to be made, (iii) the principal amount of the holder’s Tranche A Notes to be prepaid on such date, (iv) in the case of a prepayment pursuant to

A-1-95

paragraph (2), that a premium may be payable, (v) in the case of a prepayment pursuant to paragraph (2), the date when such premium will be calculated, and (vi) the accrued interest applicable to the prepayment. Such notice of prepayment shall also include a certification by an authorized financial officer certifying all facts which are conditions precedent to any such prepayment. Notice of such prepayment having been so given, the aggregate principal amount of the Tranche A Notes specified in such notice, together with the premium, if any, and accrued interest thereon shall become due and payable on the prepayment date. Whether or not any premium is payable, a computation of the amount of any premium payable in connection with a prepayment pursuant to paragraph (2), shall be furnished to the holders of Tranche A Notes to be prepaid as soon as practicable after determination of such premium and, in all events, not less than three (3) Business Days prior to such prepayment.

(5) All partial prepayments pursuant to paragraphs (1) or (2) shall be applied on all Tranche A Notes, ratably in accordance with the unpaid principal amounts thereof but only in units of $1,000 and to the extent that such ratable application shall not result in an even multiple of $1,000, adjustment may be made by the Obligors to the end that successive applications shall result in substantially ratable payments.

“Make-Whole Amount” shall mean at any time with respect to Tranche A Notes being prepaid or accelerated, if the Reinvestment Yield plus 0.50% at such time is lower than the rate of interest on the Tranche A Notes being prepaid or accelerated, the excess of (a) the present value of the remaining principal and interest payments to become due (exclusive of accrued interest on such Tranche A Notes through the date of prepayment or acceleration) on that portion of the Tranche A Notes to be prepaid or accelerated, taking into account, in the case of any partial prepayment of such Tranche A Notes pursuant to paragraph (2), the application of such prepayment required to be made pursuant to the first sentence of paragraph (1) to the scheduled prepayments and payments on such Tranche A Notes, all determined by discounting such prepayments and payments at a rate that is equal to the Reinvestment Yield plus 0.50% over (b) the aggregate principal amount of the Tranche A Notes then to be prepaid or accelerated. If the Reinvestment Yield plus 0.50% at the time of such prepayment is equal to or higher than the stated rate of interest on the Tranche A Notes being prepaid, the Make-Whole Amount for such tranche shall be zero.

“Reinvestment Yield” shall be the weekly average of the yields published in the weekly statistical release designated H.15(519) of the Federal Reserve System under the caption “U.S. Government Securities-Treasury Constant Maturities” (the “Statistical Release” ) or if the Statistical Release is not published, of such reasonably comparable index as may be designated by the holders of 66-2/3% in aggregate principal amount of the outstanding 1995 Notes being prepaid, for the maturity corresponding to the remaining Weighted Average Life to Maturity of each tranche of Notes being prepaid as of the date of such acceleration or prepayment, as the case may be, rounded to the nearest month. If no maturity exactly corresponds to such rounded

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Weighted Average Life to Maturity, the yields for the two most closely corresponding published maturities shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Yield shall be interpolated from such yield on a straight-line basis, rounding in each of such relevant periods to the nearest month. For purposes of calculating the Reinvestment Yield, the most recent Statistical Release published prior to the date of determination of the premium to be paid hereunder shall be used.

“Weighted Average Life to Maturity” shall mean as at the time of the determination thereof the number of years obtained by dividing the Remaining Dollar-years of the tranche of Notes being prepaid by the aggregate amount of all remaining scheduled principal and interest payments (including the payments at final maturity) to be made on such tranche of Notes. The term “Remaining Dollar-years” of each tranche of Notes means the product obtained by (1) multiplying (A) the amount of each of the remaining scheduled principal and interest payments (including the payments at final maturity), by (B) the number of years (calculated at the nearest one-twelfth) which will elapse between the date of determination of the Weighted Average Life to Maturity of each tranche of Notes and the date such required payment is due and (2) totaling all the products obtained in (1).

This Tranche A Note is registered on the books of the Obligors and is transferable only by surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of this Tranche A Note or its attorney duly authorized in writing. Payment of or on account of principal, premium, if any, and interest on this Tranche A Note shall be made only to or upon the order in writing of the registered holder.

THIS TRANCHE A NOTE AND SAID NOTE AGREEMENT ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF WISCONSIN.

	QUAD/GRAPHICS, INC.


	By
	Its Vice President-Finance

	QUAD/TECH, INC.
	QUAD/TECH EUROPE, INC.
	QUAD/CREATIVE, INC.
	DUPLAINVILLE TRANSPORT, INC.
	QUAD/CARE, INC.
	QUAD/MARKETING, INC.
	QUAD/PAK, INC.

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	THE QUAD TECHNOLOGY GROUP, INC.
	SILVER SPRING REALTY, INC.
	QUAD/WEST, INC.
	QUAD/MED, INC.


	By
	Their


	CHEMICAL RESEARCH/TECHNOLOGY CO.
	By Quad/Graphics, Inc.
	its General Partner


	By
	Its


	and By Quad/Creative, Inc.
	its General Partner


	By
	Its

THIS TRANCHE A NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND CANNOT BE RESOLD EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR AN EXEMPTION THEREFROM.

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QUAD/GRAPHICS, INC.

QUAD/TECH, INC.

QUAD/TECH EUROPE, INC.

QUAD/CREATIVE, INC.

DUPLAINVILLE TRANSPORT, INC.

QUAD/CARE, INC.

QUAD/MARKETING, INC.

QUAD/PAK, INC.

THE QUAD TECHNOLOGY GROUP, INC.

SILVER SPRING REALTY, INC.

CHEMICAL RESEARCH/TECHNOLOGY CO.

QUAD/WEST, INC.

QUAD/MED, INC.

7.56% Senior Secured Note, Series 1995-1, Tranche B

Due September 1, 2015

No. BR-

QUAD/GRAPHICS, INC., a Wisconsin corporation (the “Company” ), QUAD/TECH, INC., a Wisconsin corporation, QUAD/TECH EUROPE, INC., a Delaware corporation, QUAD/CREATIVE, INC., a Wisconsin corporation, DUPLAINVILLE TRANSPORT, INC., a Wisconsin corporation, QUAD/CARE, INC., a Wisconsin corporation, QUAD/MARKETING, INC., a Wisconsin corporation, QUAD/PAK, INC., a Wisconsin corporation, THE QUAD TECHNOLOGY GROUP, INC., a Wisconsin corporation, SILVER SPRING REALTY, INC., a Wisconsin corporation, CHEMICAL RESEARCH/TECHNOLOGY CO., a Wisconsin corporation, QUAD/WEST, INC., a Delaware corporation, and QUAD/MED, INC., a Wisconsin corporation (each, including the Company and each other entity which becomes an Obligor (as defined in the Note Agreement) from time to time, an “Obligor” and collectively, the “Obligors” ), for value received, hereby promise, jointly and severally, to pay to

or registered assigns,

on the first day of September, 2015

the principal amount of

DOLLARS ($ )

and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the principal amount from time to time remaining unpaid hereon at the rate of 7.56% per annum

EXHIBIT A-2

(to Note Agreement)

from the date hereof until maturity, payable semiannually on the first day of each March and September in each year commencing March 1, 1996, and at maturity (the “Tranche B Interest Payment Dates” ). The Obligors agree to pay interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest, at the rate of 9.56% per annum after maturity, whether by acceleration or otherwise, until paid. Both the principal hereof and interest hereon are payable at the principal office of the Company in Pewaukee, Wisconsin in coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts.

This Tranche B Note is one of the 7.56% Senior Secured Notes, Series 1995-1, Tranche B of the Obligors in the aggregate principal amount of $48,500,000 (the “Tranche B Notes” ) issued or to be issued along with the $43,000,000 aggregate principal amount of the 7.14% Senior Secured Notes, Series 1995-1, Tranche A due September 1, 2010 and $30,000,000 aggregate principal amount of the 8.00% Senior Secured Notes, Series 1995-1, Tranche C due September 1, 2020 under and pursuant to the terms and provisions of the Note Agreement dated as of September 1, 1995 (the “Note Agreement” ), entered into by the Obligors with the original purchasers therein referred to and the Security Agreement dated as of September 1, 1995 (the “Security Agreement” ) and the Mortgage and Security Agreements each dated as of September 1, 1995 (the “Mortgages” ) from the Company to the Security Trustee. This Tranche B Note and the holder hereof are entitled equally and ratably with the holders of all other Notes (as defined in the Note Agreement) of all series outstanding from time to time under the Note Agreement, the Security Agreement and the Mortgages to all the benefits and security provided for thereby or referred to therein to which Note Agreement, Security Agreement and Mortgages reference is hereby made for the statement thereof. Reference is hereby made to the Security Agreement and the Mortgages for a description of the property thereby granted, conveyed, assigned, affected and hypothecated, the nature and extent of the security for the Notes, and rights of the holders of the Notes, the Security Trustee and the Company in respect of such security and otherwise.

This Tranche B Note and the other 1995 Notes (as defined in the Note Agreement) outstanding under the Note Agreement may be declared due prior to their expressed maturity dates and certain prepayments are required to be made thereon, all in the events, on the terms and in the manner and amounts as provided herein and in the Note Agreement.

The Tranche B Notes are not subject to prepayment or redemption at the option of the Obligors prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth below.

(1)(a) The Obligors jointly and severally agree that on the first day of September in each year, commencing September 1, 2006 and ending September 1, 2014 both inclusive, they will

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prepay and apply and there shall become due and payable the sum of $4,850,000 on the principal indebtedness evidenced by the Tranche B Notes. No premium shall be payable in connection with any required prepayment made pursuant to this paragraph (1)(a). The entire unpaid principal amount of the Tranche B Notes shall become due and payable on September 1, 2015.

(b) Any payment of less than all of the Tranche B Notes pursuant to the provisions of paragraph 2 shall be applied first against the payment of principal at final maturity and then against the prepayments required by paragraph (1)(a) with regard to Tranche B Notes in the inverse order thereof. To the extent that any prepayment of any Tranche B Notes pursuant to the provisions of paragraph 3 or repurchase of any Tranche B Notes does not result in the prepayment of all of the Tranche B Notes, then prepayments required to be made pursuant to the provisions of paragraph (1)(a) with regard to the Tranche B Notes shall, after the occurrence of each such prepayment pursuant to paragraph (3) or repurchase, be reduced in the same proportion as the principal amount of Tranche B Notes outstanding immediately preceding such partial prepayment or repurchase has been reduced by such partial prepayment or repurchase to the end that the remaining prepayments required to be made pursuant to the provisions of paragraph (1)(a) on each of the Tranche B Notes remaining outstanding will result in the same proportionate rate of prepayment as if Tranche B Notes had not been prepaid pursuant to paragraph (3) or repurchased, as the case may be.

(2) Upon compliance with paragraph (4) and in addition to the prepayments required by paragraph (1), the Obligors shall have the right to prepay the outstanding Tranche B Notes, either (i) in whole at any time or (ii) in part on any Tranche B Interest Payment Date (but if in part then in units of $100,000 or an integral multiple of $10,000 in excess thereof) by payment of the principal amount of the Tranche B Notes, or portion thereof to be prepaid, and accrued interest on the portion being prepaid to the date of such prepayment, together with a premium equal to the Make-Whole Amount, determined as of five (5) Business Days prior to the date of such prepayment pursuant to this paragraph (2); provided, however, that the Obligors shall not prepay Tranche B Notes pursuant to this paragraph (2), unless they shall concurrently prepay a pro-rata principal amount of the 1995 Notes of each other tranche issued pursuant to the Note Agreement.

(3)(a) In the event that the Obligors shall have advance notice of a Change of Control reasonably expected to occur no more than 120 days from the date of notice, then it shall provide written notice (a “Paragraph (3) Notice” ) to all holders of the Tranche B Notes of such proposed Change of Control, which Paragraph (3) Notice shall include the information specified in Paragraph (3)(c) and shall request the consent of the holders of the Tranche B Notes to such change of Control. Such consent of the holders of the Tranche B Notes shall not be unreasonably withheld as determined in the reasonable judgment of the holders of the Tranche B Notes. Concurrently with the closing of the transaction which causes or constitutes a Change of Control, the Obligors will prepay all Tranche B Notes held by holders that have failed to consent in

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writing to the request contained in the Paragraph (3) Notice within 30 days after receipt of such Paragraph (3) Notice, by payment of the principal amount thereof, plus accrued interest thereon to the date of prepayment together with a premium equal to the Make-Whole Amount with respect to the principal amount of the Tranche B Notes being prepaid determined as of five (5) Business Days prior to the date of such prepayment. Not less than five Business Days prior to the date of the closing of the proposed transaction, the Obligors will furnish to each holder of Tranche B Notes which has failed to consent a written confirmation of the closing date. Such prepayment option with respect to the particular proposed Change of Control described in the aforementioned Paragraph (3) Notice shall terminate in the event that such Change of Control does not occur within 120 days of the date of the Paragraph (3) Notice relating to such proposed Change of Control upon substantially the terms described in such Paragraph (3) Notice. The Obligors shall give additional Paragraph (3) Notices and the holders of the Tranche B Notes shall have the rights of prepayment as contemplated herein in the event of any Change of Control which occurs after 120 days after the initial notice with respect to such proposed Change of Control or which is pursuant to terms substantially different than the terms applicable to the proposed Change of Control previously described in the related Paragraph (3) Notice.

(b) In the event the Obligors shall not have advance notice of a Change of Control (as contemplated in paragraph (3)(a)) and a Change of Control shall occur and the Obligors have not provided the Paragraph (3) Notice pursuant to and in accordance with Paragraph (3)(a), the Obligors will, within five Business Days after such Change of Control, give a Paragraph (3) Notice of such event to all holders of the Tranche B Notes pursuant to paragraph (3)(c) and shall request the consent of the holders of the Tranche B Notes to such change of Control. Such consent of the holders of the Tranche B Notes shall not be unreasonably withheld as determined in the reasonable judgment of the holders of the Tranche B Notes. The Obligors will prepay on the closing date designated in the Paragraph (3) Notice given pursuant to this paragraph (3)(b), all Tranche B Notes held by all holders that have failed to consent in writing to the request contained in the Paragraph (3) Notice at least five Business Days prior to the date specified for prepayment, by payment of the principal amount thereof, plus accrued interest thereon to the date of prepayment together with a premium equal to the Make-Whole Amount with respect to the principal amount of the Tranche B Notes being prepaid determined as of five (5) Business Days prior to the date of such prepayment.

(c) The Paragraph (3) Notice required to be given by the Obligors pursuant to and in accordance with the provisions of paragraph (3)(a) and (b) shall, in each case, be in writing and shall set forth, to the best knowledge and belief of the Obligors, (i) an offer to prepay all of the Tranche B Notes in accordance with paragraph 3(a) or 3(b) of this Note, as the case may be, (ii) a summary of the transaction or transactions causing or proposed to cause the Change of Control, (iii) the name and address of the Person or group of Persons acting in concert acquiring a majority of the votes for the election of a majority of the Board of Directors, (iv) such financial or other information as would be reasonably necessary for each holder to make an informed

A-2-102

decision as to whether to require a prepayment of such holder’s Tranche B Notes, (v) the Make-Whole Amount if it were calculated as of the date of the Paragraph (3) Notice and (vi) in the case of any Paragraph (3) Notice pursuant to paragraph (3)(b), the date set for prepayment, if any, of the Tranche B Notes which date shall not be less than 30 days or more than 45 days after the date of such notice.

(4) The Obligors will give written notice of any prepayment of the Tranche B Notes pursuant to paragraph (2) to each holder thereof not less than 30 days nor more than 60 days before the date fixed for such optional prepayment specifying (i) the date fixed for such prepayment, which shall be a Business Day, (ii) the section of the Agreement or this Tranche B Note under which the prepayment is to be made, (iii) the principal amount of the holder’s Tranche B Notes to be prepaid on such date, (iv) in the case of a prepayment pursuant to

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paragraph (2), that a premium may be payable, (v) in the case of a prepayment pursuant to paragraph (2), the date when such premium will be calculated, and (vi) the accrued interest applicable to the prepayment. Such notice of prepayment shall also include a certification by an authorized financial officer certifying all facts which are conditions precedent to any such prepayment. Notice of such prepayment having been so given, the aggregate principal amount of the Tranche B Notes specified in such notice, together with the premium, if any, and accrued interest thereon shall become due and payable on the prepayment date. Whether or not any premium is payable, a computation of the amount of any premium payable in connection with a prepayment pursuant to paragraph (2), shall be furnished to the holders of Tranche B Notes to be prepaid as soon as practicable after determination of such premium and, in all events, not less than three (3) Business Days prior to such prepayment.

(5) All partial prepayments pursuant to paragraphs (1) or (2) shall be applied on all outstanding Tranche B Notes ratably in accordance with the unpaid principal amounts thereof but only in units of $1,000 and to the extent that such ratable application shall not result in an even multiple of $1,000, adjustment may be made by the Obligors to the end that successive applications shall result in substantially ratable payments.

“Make-Whole Amount” shall mean at any time with respect to Tranche B Notes being prepaid or accelerated, if the Reinvestment Yield plus 0.50% at such time is lower than the rate of interest on the Tranche B Notes being prepaid or accelerated, the excess of (a) the present value of the remaining principal and interest payments to become due (exclusive of accrued interest on such Tranche B Notes through the date of prepayment or acceleration) on that portion of the Tranche B Notes to be prepaid or accelerated, taking into account, in the case of any partial prepayment of such Tranche B Notes pursuant to paragraph (2), the application of such prepayment required to be made pursuant to the first sentence of paragraph (1) to the scheduled prepayments and payments on such Tranche B Notes, all determined by discounting such prepayments and payments at a rate that is equal to the Reinvestment Yield plus 0.50% over (b) the aggregate principal amount of the Tranche B Notes then to be prepaid or accelerated. If the Reinvestment Yield plus 0.50% at the time of such prepayment or acceleration is equal to or higher than the stated rate of interest on the Tranche B Notes being prepaid, the Make-Whole Amount for such tranche shall be zero.

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This Tranche B Note is registered on the books of the Obligors and is transferable only by surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of this Tranche B Note or its attorney duly authorized in writing. Payment of or on account of principal, premium, if any, and interest on this Tranche B Note shall be made only to or upon the order in writing of the registered holder.

THIS TRANCHE B NOTE AND SAID NOTE AGREEMENT ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF WISCONSIN.

	QUAD/GRAPHICS, INC.


	By
	Its Vice President-Finance


	QUAD/TECH, INC.
	QUAD/TECH EUROPE, INC.
	QUAD/CREATIVE, INC.
	DUPLAINVILLE TRANSPORT, INC.
	QUAD/CARE, INC.
	QUAD/MARKETING, INC.
	QUAD/PAK, INC.

A-2-105

	THE QUAD TECHNOLOGY GROUP, INC.
	SILVER SPRING REALTY, INC.
	QUAD/WEST, INC.
	QUAD/MED, INC.


	By
	Their


	CHEMICAL RESEARCH/TECHNOLOGY CO.
	By Quad/Graphics, Inc.
	its General Partner


	By
	Its


	and By Quad/Creative, Inc.
	its General Partner


	By
	Its

THIS TRANCHE B NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND CANNOT BE RESOLD EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR AN EXEMPTION THEREFROM.

A-2-106

QUAD/GRAPHICS, INC.

QUAD/TECH, INC.

QUAD/TECH EUROPE, INC.

QUAD/CREATIVE, INC.

DUPLAINVILLE TRANSPORT, INC.

QUAD/CARE, INC.

QUAD/MARKETING, INC.

QUAD/PAK, INC.

THE QUAD TECHNOLOGY GROUP, INC.

SILVER SPRING REALTY, INC.

CHEMICAL RESEARCH/TECHNOLOGY CO.

QUAD/WEST, INC.

QUAD/MED, INC.

8.00% Senior Secured Note, Series 1995-1, Tranche C

Due September 1, 2020

No. CR-

QUAD/GRAPHICS, INC., a Wisconsin corporation (the “Company” ), QUAD/TECH, INC., a Wisconsin corporation, QUAD/TECH EUROPE, INC., a Delaware corporation, QUAD/CREATIVE, INC., a Wisconsin corporation, DUPLAINVILLE TRANSPORT, INC., a Wisconsin corporation, QUAD/CARE, INC., a Wisconsin corporation, QUAD/MARKETING, INC., a Wisconsin corporation, QUAD/PAK, INC., a Wisconsin corporation, THE QUAD TECHNOLOGY GROUP, INC., a Wisconsin corporation, SILVER SPRING REALTY, INC., a Wisconsin corporation, CHEMICAL RESEARCH/TECHNOLOGY CO., a Wisconsin corporation, QUAD/WEST, INC., a Delaware corporation, and QUAD/MED, INC., a Wisconsin corporation (each, including the Company, and each other entity which becomes an Obligor (as defined in the Note Agreement) from time to time

an “Obligor” and collectively, the “Obligors” ) for value received, hereby promises, jointly and severally to pay to

or registered assigns,

on the first day of September, 2020

the principal amount of

DOLLARS ($ )

EXHIBIT A-3

(to Note Agreement)

and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the principal amount from time to time remaining unpaid hereon at the rate of 8.00% per annum from the date hereof until maturity, payable semiannually on the first day of each March and September in each year commencing March 1, 1996, and at maturity (the “Tranche C Interest Payment Dates” ). The Obligors agree to pay interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest, at the rate of 10.00% per annum after maturity, whether by acceleration or otherwise, until paid. Both the principal hereof and interest hereon are payable at the principal office of the Company in Pewaukee, Wisconsin in coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts.

This Tranche C Note is one of the 8.00% Senior Secured Notes, Series 1995-1, Tranche C of the Obligors in the aggregate principal amount of $30,000,000 (the “Tranche C Notes” ) issued or to be issued along with the $43,000,000 aggregate principal amount of the 7.14% Senior Secured Notes, Series 1995-1, Tranche A due September 1, 2010 and $48,500,000 aggregate principal amount of the 7.56% Senior Secured Notes, Series 1995-1, Tranche B due September 1, 2015 under and pursuant to the terms and provisions of the Note Agreement dated as of September 1, 1995 (the “Note Agreement” ), entered into by the Obligors with the original purchasers therein referred to and the Security Agreement dated as of September 1, 1995 (the “Security Agreement” ) and the Mortgage and Security Agreements each dated as of September 1, 1995 (the “Mortgages” ) from the Company to the Security Trustee. This Tranche C Note and the holder hereof are entitled equally and ratably with the holders of all other Notes (as defined in the Note Agreement) of all series outstanding from time to time under the Note Agreement, the Security Agreement and the Mortgages to all the benefits and security provided for thereby or referred to therein to which Note Agreement, Security Agreement and Mortgages reference is hereby made for the statement thereof. Reference is hereby made to the Security Agreement and the Mortgages for a description of the property thereby granted, conveyed, assigned, affected and hypothecated, the nature and extent of the security for the Notes, and rights of the holders of the Notes, the Security Trustee and the Company in respect of such security and otherwise.

This Tranche C Note and the other 1995 Notes (as defined in the Note Agreement) outstanding under the Note Agreement may be declared due prior to their expressed maturity dates and certain prepayments are required to be made thereon, all in the events, on the terms and in the manner and amounts as provided herein and in the Note Agreement.

The Tranche C Notes are not subject to prepayment or redemption at the option of the Obligors prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth below.

A-3-108

(1)(a) The Obligors jointly and severally agree that on the first day of September in each year, commencing September 1, 2007 and ending September 1, 2019 both inclusive, they will prepay and apply and there shall become due and payable the amount set forth opposite such date on Schedule A hereto on the principal indebtedness evidenced by the Tranche C Notes. No premium shall be payable in connection with any required prepayment made pursuant to this paragraph (1)(a). The entire unpaid principal amount of the Tranche C Notes shall become due and payable on September 1, 2020.

(b) Any payment of less than all of the Tranche C Notes pursuant to the provisions of paragraph 2 shall be applied first against the payment of principal at final maturity and then against the prepayments required by paragraph (1)(a) with regard to Tranche C Notes in the inverse order thereof. To the extent that any prepayment of any Tranche C Notes pursuant to the provisions of paragraph 3 or repurchase of any Tranche C Notes does not result in the prepayment of all of the Tranche C Notes, then prepayments required to be made pursuant to the provisions of paragraph (1)(a) with regard to such series of Tranche C Notes shall, after the occurrence of each such prepayment pursuant to paragraph (3) or repurchase, be reduced in the same proportion as the principal amount of Tranche C Notes outstanding immediately preceding such partial prepayment or repurchase has been reduced by such partial prepayment or repurchase to the end that the remaining prepayments required to be made pursuant to the provisions of paragraph (1)(a) on each of the Tranche C Notes remaining outstanding will result in the same proportionate rate of prepayment as if Tranche C Notes of such series had not been prepaid pursuant to paragraph (3) or repurchased, as the case may be.

(2) Upon compliance with paragraph (4) and in addition to the prepayments required by paragraph (1), the Obligors shall have the right to prepay the outstanding Tranche C Notes, either (i) in whole at any time or (ii) in part on any Tranche C Interest Payment Date (but if in part then in units of $100,000 or an integral multiple of $10,000 in excess thereof) by payment of the principal amount of the Tranche C Notes, or portion thereof to be prepaid, and accrued interest on the portion being prepaid to the date of such prepayment, together with a premium equal to the Make-Whole Amount, determined as of five (5) Business Days prior to the date of such prepayment pursuant to this paragraph (2); provided, however, that the Obligors shall not prepay Tranche C Notes pursuant to this paragraph (2), unless it shall concurrently prepay a pro-rata principal amount of the 1995 Notes of each other tranche issued pursuant to the Note Agreement.

A-3-109

unreasonably withheld as determined in the reasonable judgment of the holders of the Tranche C Notes. Concurrently with the closing of the transaction which causes or constitutes a Change of Control, the Obligors will prepay all Tranche C Notes held by holders that have failed to consent in writing to the request contained in the Paragraph (3) Notice within 30 days after receipt of such Paragraph (3) Notice, by payment of the principal amount thereof, plus accrued interest thereon to the date of prepayment together with a premium equal to the Make-Whole Amount with respect to the principal amount of the Tranche C Notes being prepaid determined as of five (5) Business Days prior to the date of such prepayment. Not less than five Business Days prior to the date of the closing of the proposed transaction, the Obligors will furnish to each holder of Tranche C Notes which has failed to consent, a written confirmation of the closing date. Such prepayment option with respect to the particular proposed Change of Control described in the aforementioned Paragraph (3) Notice shall terminate in the event that such Change of Control does not occur within 120 days of the date of the Paragraph (3) Notice relating to such proposed Change of Control upon substantially the terms described in such Paragraph (3) Notice. The Obligors shall give additional Paragraph (3) Notices and the holders of the Tranche C Notes shall have the rights of prepayment as contemplated herein in the event of any Change of Control which occurs after 120 days after the initial notice with respect to such proposed Change of Control or which is pursuant to terms substantially different than the terms applicable to the proposed Change of Control previously described in the related Paragraph (3) Notice.

(b) In the event the Obligors shall not have advance notice of a Change of Control (as contemplated in paragraph (3)(a)) and a Change of Control shall occur and the Obligors have not provided the Paragraph (3) Notice pursuant to and in accordance with paragraph (3)(a), the Obligors will, within five Business Days after such Change of Control, give a Paragraph (3) Notice of such event to all holders of the Tranche C Notes pursuant to paragraph (3)(c) and shall request the consent of the holders of the Tranche C Notes to such Change of Control. Such consent of the holders of the Tranche C Notes shall not be unreasonably withheld as determined in the reasonable judgment of the holders of the Tranche C Notes. The Obligors will prepay on the closing date designated in the Paragraph (3) Notice given pursuant to this paragraph (3)(b), all Tranche C Notes held by all holders that have failed to consent in writing to the request contained in the Paragraph (3) Notice at least five Business Days prior to the date specified for prepayment, by payment of the principal amount thereof, plus accrued interest thereon to the date of prepayment together with a premium equal to the Make-Whole Amount with respect to the principal amount of the Tranche C Notes being prepaid determined as of five (5) Business Days prior to the date of such prepayment.

A-3-110

(iii) the name and address of the Person or group of Persons acting in concert acquiring a majority of the votes for the election of a majority of the Board of Directors, (iv) such financial or other information as would be reasonably necessary for each holder to make an informed decision as to whether to require a prepayment of such holder’s Tranche C Notes, (v) the Make-Whole Amount if it were calculated as of the date of the Paragraph (3) Notice and (vi) in the case of any Paragraph (3) Notice pursuant to paragraph (3)(b), the date set for prepayment, if any, of the Tranche C Notes which date shall not be less than 30 days or more than 45 days after the date of such notice.

(d) “Change of Control” shall mean any event which results in the legal or beneficial ownership of shares of Voting Stock of the Company granting the holder or holders thereof a majority of the votes for the election of a majority of the Board of Directors of the Company being owned by any Person or group of Persons acting in concert other than (i) Harry V. Quadracci, Harry R. Quadracci and Thomas A. Quadracci, their respective spouses and descendants, spouses of any such descendants, the executors, administrators, guardians or conservators of the estates of any of the foregoing Persons and trustees holding shares of Voting Stock of the Company for the benefit of any said Persons (the “Family Group” ), (ii) the Current Management Group or (iii) if and so long as the Family Group owns and holds not less than 10% of the Company’s Voting Stock, any employee stock ownership plan of the Company whose trustee or a majority of whose trustees are Harry V. Quadracci, Harry R. Quadracci and Thomas A. Quadracci, or any of them, which owns and holds legal and beneficial ownership of shares of Voting Stock of the Company granting the holder thereof a majority of the votes for the election of a majority of the Board of Directors of the Company.

As used herein, “Current Management Group” shall mean, as of the date of any determination thereof, a group consisting of one or more of Harry V. Quadracci, Harry R. Quadracci, Thomas A. Quadracci or the individuals then holding the following offices (collectively, “Senior Officers” ): President, Chief Executive Officer, Chairman of the Board of Directors, Vice President, Finishing Operations, Senior Vice President, Sales and Administration, Vice President, Distribution, Vice President, Finance, Vice President, Imaging Operations, Vice President, Production, Vice President, Computer Sciences, Vice President, Press Operations, Vice President, Manufacturing and Technology or at such time as such officers no longer exist, such offices which include substantially similar responsibilities; provided, however, that any such individual shall not be deemed to be a member of the Current Management Group unless such individual shall have a tenure as a Senior Officer of at least two (2) years and the Management Group, as a whole, shall have an average tenure as Senior Officers of at least five (5) years.

(4) The Obligors will give written notice of any prepayment of the Tranche C Notes pursuant to paragraph (2) to each holder thereof not less than 30 days nor more than 60 days before the date fixed for such optional prepayment specifying (i) the date fixed for such

A-3-111

prepayment, which shall be a Business Day, (ii) the section of the Agreement or this Tranche C Note under which the prepayment is to be made, (iii) the principal amount of the holder’s Tranche C Notes to be prepaid on such date, (iv) in the case of a prepayment pursuant to paragraph (2), that a premium may be payable, (v) in the case of a prepayment pursuant to paragraph (2), the date when such premium will be calculated, and (vi) the accrued interest applicable to the prepayment. Such notice of prepayment shall also include a certification by an authorized financial officer certifying all facts which are conditions precedent to any such prepayment. Notice of such prepayment having been so given, the aggregate principal amount of the Tranche C Notes specified in such notice, together with the premium, if any, and accrued interest thereon shall become due and payable on the prepayment date. Whether or not any premium is payable, a computation of the amount of any premium payable in connection with a prepayment pursuant to paragraph (2), shall be furnished to the holders of Tranche C Notes to be prepaid as soon as practicable after determination of such premium and, in all events, not less than three (3) Business Days prior to such prepayment.

(5) All partial prepayments pursuant to paragraphs (1) or (2) shall be applied on all outstanding Tranche C Notes ratably in accordance with the unpaid principal amounts thereof but only in units of $1,000 and to the extent that such ratable application shall not result in an even multiple of $1,000, adjustment may be made by the Obligors to the end that successive applications shall result in substantially ratable payments.

“Make-Whole Amount” shall mean at any time with respect to Tranche C Notes being prepaid or accelerated, if the Reinvestment Yield plus 0.50% at such time is lower than the rate of interest on the Tranche C Notes being prepaid or accelerated, the excess of (a) the present value of the remaining principal and interest payments to become due (exclusive of accrued interest on such Tranche C Notes through the date of prepayment or acceleration) on that portion of the Tranche C Notes to be prepaid or accelerated, taking into account, in the case of any partial prepayment of such Tranche C Notes pursuant to paragraph (2), the application of such prepayment required to be made pursuant to the first sentence of paragraph (1) to the scheduled prepayments and payments on such Tranche C Notes, all determined by discounting such prepayments and payments at a rate that is equal to the Reinvestment Yield plus 0.50% over (b) the aggregate principal amount of the Tranche C Notes then to be prepaid or accelerated. If the Reinvestment Yield plus 0.50% at the time of such prepayment or acceleration is equal to or higher than the stated rate of interest on the Tranche C Notes being prepaid, the Make-Whole Amount for such tranche shall be zero.

A-3-112

prepaid, for the maturity corresponding to the remaining Weighted Average Life to Maturity of each tranche of Notes being prepaid as of the date of such acceleration or prepayment, as the case may be, rounded to the nearest month. If no maturity exactly corresponds to such rounded Weighted Average Life to Maturity, the yields for the two most closely corresponding published maturities shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Yield shall be interpolated from such yield on a straight-line basis, rounding in each of such relevant periods to the nearest month. For purposes of calculating the Reinvestment Yield, the most recent Statistical Release published prior to the date of determination of the premium to be paid hereunder shall be used.

This Tranche C Note is registered on the books of the Obligors and is transferable only by surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of this Tranche C Note or its attorney duly authorized in writing. Payment of or on account of principal, premium, if any, and interest on this Tranche C Note shall be made only to or upon the order in writing of the registered holder.

THIS TRANCHE C NOTE AND SAID NOTE AGREEMENT ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF WISCONSIN.

	QUAD/GRAPHICS, INC.


	By
	Its Vice President-Finance


	QUAD/TECH, INC.
	QUAD/TECH EUROPE, INC.
	QUAD/CREATIVE, INC.

A-3-113

	DUPLAINVILLE TRANSPORT, INC.
	QUAD/CARE, INC.
	QUAD/MARKETING, INC.
	QUAD/PAK, INC.
	THE QUAD TECHNOLOGY GROUP, INC.
	SILVER SPRING REALTY, INC.
	QUAD/WEST, INC.
	QUAD/MED, INC.


	By
	Their


	CHEMICAL RESEARCH/TECHNOLOGY CO.
	By Quad/Graphics, Inc.
	its General Partner


	By
	Its


	By Quad/Creative, Inc.
	its General Partner


	By
	Its

THIS TRANCHE C NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND CANNOT BE RESOLD EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR AN EXEMPTION THEREFROM.

A-3-114

SCHEDULE A

DATE		AMOUNT

September 1, 2007		1,000,000
September 1, 2008		1,000,000
September 1, 2009		1,000,000
September 1, 2010		1,000,000
September 1, 2011		2,143,857
September 1, 2012		2,143,857
September 1, 2013		2,143,857
September 1, 2014		2,143,857
September 1, 2015		2,143,857
September 1, 2016		2,143,857
September 1, 2017		3,284,214
September 1, 2018		3,284,214
September 1, 2019		3,284,214

QUAD/GRAPHICS, INC.

QUAD/TECH, INC.

QUAD/TECH EUROPE, INC.

QUAD/CREATIVE, INC.

DUPLAINVILLE TRANSPORT, INC.

QUAD/CARE, INC.

QUAD/MARKETING, INC.

QUAD/PAK, INC.

THE QUAD TECHNOLOGY GROUP, INC.

SILVER SPRING REALTY, INC.

CHEMICAL RESEARCH/TECHNOLOGY CO.

QUAD/WEST, INC.

QUAD/MED, INC.

CLOSING CERTIFICATE

To the Purchasers listed on Schedule I

to the Note Agreement

Gentlemen:

This certificate is delivered to the Purchasers in compliance with the requirements of the Note Agreement dated as of September 1, 1995, (the “Agreement” ) entered into by the undersigned, Quad/Graphics, Inc., a Wisconsin Corporation (the “Company” ), Quad/Tech, Inc., a Wisconsin corporation, Quad/Tech Europe, Inc., a Delaware corporation, Quad/Creative, Inc., a Wisconsin corporation, DuPlainville Transport, Inc., a Wisconsin corporation, Quad/Care, Inc., a Wisconsin corporation, Quad/Marketing, Inc., a Wisconsin corporation, Quad/Pak, Inc., a Wisconsin corporation, The Quad Technology Group, Inc., a Wisconsin corporation, Silver Spring Realty, Inc., a Wisconsin corporation, Chemical Research/Technology Co., a Wisconsin corporation, Quad/West, Inc., a Delaware corporation, and Quad/Med, Inc., a Wisconsin corporation, (each, including the Company, an “Obligor” and collectively, the “Obligors” ) with the Purchasers, and as an inducement to and as part of the consideration for each Purchaser’s purchase on this date of $43,000,000 aggregate principal amount of the 7.14% Senior Secured Notes, Series 1995-1, Tranche A due September 1, 2010 (the “Tranche A Notes” ), $48,500,000 aggregate principal amount of the 7.56% Senior Secured Notes, Series 1995-1, Tranche B due September 1, 2015 (the “Tranche B Notes” ) and $30,000,000 aggregate principal amount of the 8.00% Senior Secured Notes, Series 1995-1, Tranche C due September 1, 2020 (the “Tranche C Notes” and together with the Tranche A Notes and Tranche B Notes, the “Notes” ) of the Obligors pursuant to the Agreement among the Obligors and the Purchasers, and pursuant to the Security Agreement dated as of September 1, 1995 (the “Security Agreement” ) from the

EXHIBIT C

(to Note Agreement)

Obligors to the Security Trustee. The terms which are capitalized herein shall have the same meanings as in the Agreement.

The Obligors jointly and severally represent and warrant to each Purchaser as follows:

1. Subsidiaries. Annex 1 attached hereto states the name of each of the Obligors’ Subsidiaries, its jurisdiction of incorporation, or formation in the case of a partnership, and the percentage of its Voting Stock, or ownership interest in the case of a partnership, owned by the each Obligor and its Subsidiaries. Each Obligor and each Subsidiary has good and marketable title to all of the shares it purports to own of the stock of each other Subsidiary, free and clear in each case of any lien. All such shares have been duly issued and are fully paid and non-assessable (except in accordance with Wis. Stat. §180.0622).

2. Corporate Organization and Authority. Each Obligor

(a) is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation, or formation in the case of a partnership;

(b) has all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carry on its business as now conducted and as presently proposed to be conducted except where the failure to be so licensed or qualified would not materially and adversely affect the condition (financial or otherwise) or operations of any Obligor or of the Obligors taken as a whole; and

(c) is duly licensed or qualified and is in good standing as a foreign corporation or partnership or equivalent thereof in each jurisdiction wherein the nature of the business transacted by it or the nature of the property owned or leased by it makes such licensing or qualification necessary except where the failure to be so licensed or qualified would not materially and adversely affect the condition (financial or otherwise) or operations of any Obligor or of the Obligors taken as a whole.

3. Business and Property. Each Purchaser has heretofore been furnished with a copy of the private placement memorandum dated June, 1995 (the “Memorandum” ) prepared by SPP Hambro & Co. and NBD Bank which generally sets forth the business conducted and proposed to be conducted by the Obligors and their Subsidiaries and the principal properties of the Obligors and their Subsidiaries.

4. Financial Statements. (a) The consolidated balance sheets of the Obligors as of December 31 in each of the years 1990 to 1994 both inclusive, and the statements of consolidated income and retained earnings and cash flows for the fiscal years ended December 31, 1990

C-117

through 1994 accompanied by a report thereon containing an opinion unqualified as to scope limitations imposed by the Obligors and otherwise without qualification except as therein noted, by Arthur Andersen & Co., have been delivered to each Purchaser and have been prepared in accordance with generally accepted accounting principles consistently applied except as therein noted, are correct and complete and present fairly the financial position of the Obligors as of such dates and the results of their operations and changes in their financial position for such periods. The unaudited consolidated balance sheets of the Obligors as of June 30, 1995, and the unaudited statements of income and cash flows for the six-month period ended on said date prepared by the Obligors have been prepared in accordance with generally accepted accounting principles consistently applied, are correct and complete and present fairly the financial position of the Obligors as of said date and the results of their operations and their cash flows for such period except for matters included in footnotes in accordance with generally accepted accounting principles and except for year end adjustments.

(b) Since December 31, 1994, there has been no change in the condition, financial or otherwise, of the Obligors as shown on the consolidated balance sheet as of such date (except changes in the ordinary course of business), none of which individually or in the aggregate materially affects adversely nor, so far as the Obligors can now foresee, will materially affect adversely the properties, business, prospects, profits or condition (financial or otherwise) of any Obligor or the Obligors, taken as a whole.

5. Indebtedness. Annex 2 attached hereto correctly describes all Indebtedness of the Obligors outstanding on September 1, 1995.

6. Full Disclosure. The financial statements referred to in paragraph 4 do not, nor does the Memorandum or any other written statement furnished by any Obligor to each Purchaser in connection with the negotiation of the sale of the 1995 Notes (including the Memorandum), contain any untrue statement of a material fact or omit a material fact necessary to make the statements contained therein or herein not misleading. There is no fact peculiar to any Obligor or any of their Subsidiaries which the Obligors have not disclosed to each Purchaser in writing which materially affects adversely nor, so far as the Obligors can now foresee, will materially affect adversely the properties, business, prospects, profits or condition (financial or otherwise) of any Obligor or the Obligors, taken as a whole.

7. Pending Litigation. There are no proceedings pending or, to the knowledge of any Obligor threatened, against or affecting any Obligor in any court or before any governmental authority or arbitration board or tribunal which involve the possibility of materially and adversely affecting the properties, business, prospects, profits or condition (financial or otherwise) of any Obligor or the Obligors, taken as a whole. No Obligor is in default with respect to any order of any court or governmental authority or arbitration board or tribunal.

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8. Title to Properties. Each Obligor has good and marketable title in fee simple (or its equivalent under applicable law) to all the real property and has good title to all the other property it purports to own, including that reflected in the most recent audited balance sheet referred to in paragraph 4, except as sold or otherwise disposed of in the ordinary course of business and except for liens disclosed in the financial statements or the notes to the financial statements referred to in paragraph 4 hereof or otherwise permitted by the Security Agreement or the Mortgages.

9. Patents and Trademarks. Each Obligor owns or possesses all the patents, trademarks, trade names, service marks, copyright, licenses and rights with respect to the foregoing necessary, in all material respects, for the present and planned future conduct of its business, without any known conflict with the rights of others.

10. Sale Is Legal and Authorized. The sale of the 1995 Notes and compliance by each Obligor with all of the provisions of the Financing Documents —

(a) are within the corporate powers of each Obligor and have been duly authorized by proper corporate action on the part of each Obligor;

(b) assuming the accuracy of the representation of the Purchasers contained in §3.2 of the Agreement, will not violate any provisions of any law or any order of any court or governmental authority or agency and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under the Articles (or Certificate) of Incorporation or By-laws of any Obligor or any indenture or other agreement or instrument to which any Obligor is a party or by which any of them may be bound or result in the imposition of any liens or encumbrances on any property of any Obligor; and

(c) have been duly authorized by proper corporate action on the part of each Obligor (no action by the stockholders of any Obligor being required by law, by the Articles (or Certificate) of Incorporation or the By-laws of any Obligor or otherwise), executed and delivered by each Obligor and the Financing Documents constitute the legal, valid and binding obligations, contracts and agreements of each Obligor enforceable in accordance with their respective terms.

11. No Defaults. No Default or Event of Default as defined in the Agreement has occurred and is continuing. No Obligor is in default in the payment of principal or interest on any Material Indebtedness and no event of default exists under any Material Indebtedness. To the best knowledge of the Obligors after reasonable inquiry, no event has occurred and is

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continuing under the provisions of any such instrument or agreement which with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder.

12. Governmental Consent. No approval, consent or withholding of objection on the part of any regulatory body, state, Federal or local, is necessary in connection with the execution and delivery by each Obligor of the Financing Documents or compliance by each Obligor with any of the provisions of the Financing Documents.

13. Taxes. All tax returns required to be filed by each Obligor or any other Subsidiary in any jurisdiction have, in fact, been filed, and all taxes, assessments, fees and other governmental charges upon each Obligor or any other Subsidiary or upon any of their respective properties, income or franchises, which are shown to be due and payable in such returns have been paid. The Obligors do not know of any proposed additional tax assessment against it, or any other Subsidiary, for which adequate provision has not been made on its accounts. The Federal income tax liability of each Obligor and each other Subsidiaries has been finally determined by the Internal Revenue Service and satisfied for all taxable years up to and including the taxable year ended December 31, 1985 and no material controversy in respect of additional income taxes due since said date is pending or to the knowledge of any Obligor threatened. The provisions for taxes on the books of each Obligor and each other Subsidiary are adequate for all open years, and for its current fiscal period.

14. Use of Proceeds. The net proceeds from the sale of the 1995 Notes will be used to prepay Indebtedness under the Revolving Line and Line of Credit referenced in Annex 2 hereto in an aggregate principal amount of not less than $121,500,000. None of the transactions contemplated in the Agreement (including, without limitation thereof, the use of proceeds from the issuance of the 1995 Notes) will violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulation issued pursuant thereto, including, without limitation, Regulations G, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Neither the Obligors nor any other Subsidiary owns or intends to carry or purchase any “margin stock” within the meaning of said Regulation G. None of the proceeds from the sale of the 1995 Notes will be used to purchase, or refinance any borrowing, the proceeds of which were used to purchase any “security” within the meaning of the Securities Exchange Act of 1934, as amended.

15. Private Offering. Neither the Obligors, directly or indirectly, nor any agent on their behalf has offered or will offer the 1995 Notes or any similar Security or has solicited or will solicit an offer to acquire the 1995 Notes or any similar Security from or has otherwise approached or negotiated or will approach or negotiate in respect of the 1995 Notes or any similar Security with any Person other than you and not more than 85 other institutional investors, each of whom was offered a portion of the Notes at private sale for investment.

C-120

Neither the Obligors, directly or indirectly, nor any agent on their behalf has offered or will offer the Notes or any similar Security or has solicited or will solicit an offer to acquire the 1995 Notes or any similar Security from any Person so as to bring the issuance and sale of the 1995 Notes within the provisions of Section 5 of the Securities Act of 1933, as amended.

16. Employee Retirement Income Security Act of 1974. The consummation of the transactions provided for in the agreement and compliance by the Obligors with the provisions thereof and the 1995 Notes issued thereunder will not involve any prohibited transaction within the meaning of the Employee Retirement Income Security Act of 1974 ( “ERISA” ) or Section 4975 of the Internal Revenue Code of 1986, as amended. No “employee pension benefit plans” , as defined in ERISA and subject to Title IV thereof ( “Plans” ), maintained by the any Obligor or any Person which is under common control with any Obligor within the meaning of Section 4001(b) of ERISA, nor any trusts created thereunder, have incurred any “accumulated funding deficiency” as defined in Section 302 of ERISA in excess of $250,000, nor does the present value of all benefits vested under all Plans exceed, as of January 1, 1994, the last annual valuation date for which figures are presently available, by more than $100,000 the value of the assets of the Plans allocable to such vested benefits.

17. Compliance with Law. Each Obligor and each Subsidiary (a) is not in violation of any laws, ordinances, franchises, governmental rules or regulations to which it is subject including, without limitation, any Environmental Legal Requirement; and (b) has not failed to obtain any licenses, permits, franchises, certificates of public convenience and necessity or other governmental authorizations necessary to the ownership of its property or to the conduct of its business; which violation or failure to obtain is reasonably likely to materially adversely affect the business, prospects, properties or condition (financial or otherwise) of any Obligor or the Obligors and their Subsidiaries, taken as a whole, or the ability of the Obligors to perform their obligations contained in the Financing Documents.

Neither the Obligors nor any other Subsidiary is the subject of a “Superfund” evaluation conducted by any governmental agency, and neither the Obligors nor any other Subsidiary has acquired, incurred or assumed, directly or indirectly, any material contingent liability in connection with the release of any hazardous substance into the environment with respect to its property.

The Obligors jointly and severally represent and warrant that neither the Obligors nor any other Subsidiary has given, or received, any notice, letter, citation, order, warning, complaint, inquiry, claim or demand from any governmental body that: (i) the Company or any Subsidiary has violated, or is about to violate, any Environment Legal Requirement; (ii) there has been a release, or there is a threat of release, of Hazardous Substances (including, without limitation, petroleum, its by-products or derivatives, or other hydrocarbons) from the property, facilities,

C-121

equipment or vehicles of the Obligors or any other Subsidiary; (iii) the Obligors or any other Subsidiary may be or is liable, in whole or in part, for the costs or cleaning up, remedying or responding to a release of Hazardous Substances (including, without limitation, petroleum, its by-products or derivatives, or other hydrocarbons); (iv) any of the property or assets of the Obligors or any other Subsidiary are subject to a lien in favor of any governmental entity for any liability, costs or damages, under federal, state or local environmental law, rule or regulation arising from or costs incurred by such governmental entity in response to a release of a hazardous substance (including, without limitation, petroleum, its by-products or derivatives, or other hydrocarbons).

The Obligors jointly and severally warrant and represent that the real property of each Obligor or any other Subsidiary and facilities thereon, including all personal property, are free from contamination, that there has not been thereon a release, discharge or emission, or threat of release, discharge or emission, of any Hazardous Substance, gas or liquid (including, without limitation, petroleum, its derivatives or by-products, or other hydrocarbons), or any other substance, gas or liquid, which is prohibited, controlled or regulated under applicable law, or which poses a threat or nuisance to safety, health or the environment, and that the property does not contain, or is not affected by: (i) asbestos, (ii) urea formaldehyde foam insulation, (iii) polychlorinated biphenyls (PCB’s), or landfills, land disposals or dumps. The Company owns underground storage tanks containing petroleum or petroleum by-products. The underground storage tanks are maintained in accordance with applicable law, rule and regulation.

The foregoing representations and warranties contained in this paragraph 17 are subject in all instances to matters that the Obligors jointly and severally represent and warrant will not, individually or in the aggregate, give rise to any liability, penalty or loss that will be materially adverse to any Obligor or to the Obligors and their Subsidiaries taken as a whole or to any liability, penalty or loss whatsoever to any Holder of 1995 Notes.

18. Title to Collateral. The Company has good and marketable title to the Collateral (as defined in the Agreement) subject only to the lien of the Security Agreement or the Mortgages, as the case may be and to Permitted Encumbrances (as defined in the Security Agreement and the Mortgages, respectively). The Company has employed the identifying number set forth in the first column (entitled “Number” ) of the first page of Exhibit A to the Security Agreement to identify the respective item of Personal Property Collateral set opposite each such number (and for no other property of the Company) in connection with the granting of any lien or encumbrance prior to the date hereof on such item of Personal Property Collateral.

19. Personal Property . The Personal Property Collateral constitutes personal property within the meaning of the laws of each jurisdiction in which Personal Property Collateral is located.

C-122

20. Use of Collateral. The Personal Property Collateral is useful to, and is currently being used by, the Company in its ordinary course of business.

21. Status of Collateral . None of the Collateral constitutes Restricted Property as defined in that certain Revolving Credit Agreement, dated as of August 3, 1994, by and among the Obligors and the banks parties thereto.

C-123

Dated: September , 1995

	QUAD/GRAPHICS, INC.


	By
	John C. Fowler
	Vice President-Finance


	QUAD/TECH, INC.
	QUAD/TECH EUROPE, INC.
	QUAD/CREATIVE, INC.
	DUPLAINVILLE TRANSPORT, INC.
	QUAD/CARE, INC.
	QUAD/MARKETING, INC.
	QUAD/PAK, INC.
	THE QUAD TECHNOLOGY GROUP, INC.
	SILVER SPRING REALTY, INC.
	QUAD/WEST, INC.
	QUAD/MED, INC.


	By
	Their Treasurer


	CHEMICAL RESEARCH/TECHNOLOGY CO.
	By Quad/Graphics, Inc.
	its General Partner


	By
	Its Vice President-Finance


	and By Quad/Creative, Inc.
	its General Partner

C-124

	By
	Its Treasurer

C-125

SUBSIDIARIES OF THE OBLIGORS

1. RESTRICTED SUBSIDIARIES:

NAME OF SUBSIDIARY	JURISDICTION OF INCORPORATION (OR FORMATION IN THE CASE OF A PARTNERSHIP)	PERCENTAGE OF VOTING STOCK (OR PERCENTAGE OWNERSHIP IN THE CASE OF A PARTNERSHIP) OWNED BY COMPANY AND EACH OTHER SUBSIDIARY

Quad/Tech, Inc.	Wisconsin	100% by Quad/Graphics, Inc.

Quad/Tech Europe, Inc.	Delaware	100% by Quad/Tech, Inc.

Quad/Creative, Inc.	Wisconsin	100% by Quad/Graphics, Inc.

DuPlainville Transport, Inc.	Wisconsin	100% by Quad/Graphics, Inc.

Quad/Care, Inc.	Wisconsin	100% by Quad/Graphics, Inc.

Quad/Marketing, Inc. (Inactive)	Wisconsin	100% by Quad/Graphics, Inc.

Quad/Pak, Inc.	Wisconsin	100% by Quad/Graphics, Inc.

The Quad Technology Group, Inc.	Wisconsin	100% by Quad/Graphics, Inc.

Silver Spring Realty, Inc.	Wisconsin	100% by Quad/Graphics, Inc.

Chemical Research/Technology Co.	Wisconsin	92.5% by Quad/Graphics, Inc.
		7.5% by Quad/Creative, Inc.

Quad/West, Inc.	Delaware	100% by Quad/Graphics, Inc.

Quad/Med. Inc.	Wisconsin	100% by Quad/Graphics, Inc.

ANNEX 1

(to Exhibit C)

2. SUBSIDIARIES (OTHER THAN RESTRICTED SUBSIDIARIES):

NAME OF SUBSIDIARY	JURISDICTION OF INCORPORATION	PERCENTAGE OF VOTING STOCK OWNED BY COMPANY AND EACH OTHER SUBSIDIARY

	NONE

127

DESCRIPTION OF INDEBTEDNESS OF OBLIGORS

Principal Balances

as of September 1, 1995

	PRINCIPAL	TYPE OF	TYPE OF
LENDER	BALANCE	COLLATERAL	LOAN

Lomira IDB	1,000,000	Finishing Line	Term Loan

Sussex IDB	1,000,000	Finishing Line	Term Loan

MetLife	5,378,302	Press	Term Loan

Principal Mutual	55,000,000	Sussex, Pewaukee, Lomira, Wisconsin Plants	Term Loan

6/30/90 Senior Secured Notes	32,142,859	Press and Finishing Lines	Term Loan

7/30/92 Senior Secured Notes	35,700,000	Press and Finishing Lines	Term Loan

10/1/93 Senior Secured Notes	45,000,000	Press and Finishing Lines	Term Loan

First Bank	8,875,000	Saratoga Springs, New York Plant	Term Loan

City of West Allis	3,863,519	West Allis, Wisconsin Plant	Term Loan

Thomaston IDB	5,000,000	Thomaston, Georgia Plant and Finishing Line	Term Loan

Revolving Credit	138,000,000	Unsecured	Revolving Credit

Line of Credit	25,000,000	Unsecured	Revolving Credit

Commercial Paper	49,868,000	Unsecured	Commercial Paper

Industrial Bank of Japan	15,000,000	Unsecured	Bid Loan

Total	420,827,680

ANNEX 2

(to Exhibit C)

DESCRIPTION OF SPECIAL COUNSEL’S CLOSING OPINION

The closing opinion of Chapman and Cutler, special counsel to the Purchasers, called for by §4.2 of the Note Agreement, shall be dated the Closing Date and addressed to the Purchasers, shall be satisfactory in scope and form and substance to the Purchasers and shall be to the effect that:

(1) The Company is a corporation, validly existing under the laws of the State of Wisconsin, has the corporate power and the corporate authority to execute and deliver the Note Agreement and to issue the Notes;

(2) The Note Agreement has been duly authorized by all necessary corporate action on the part of the Company, has been duly executed and delivered by the Company and constitutes the legal, valid and binding contracts of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law);

(3) The Notes being delivered on the date hereof have been duly authorized by all necessary corporate action on the part of the Company, and the Notes being delivered on the date hereof have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law);

(4) The issuance, sale and delivery of the Notes being delivered on the date hereof under the circumstances contemplated by the Note Agreement does not, under existing law, require the registration of the Notes being delivered on the date hereof under the Securities Act of 1933, as amended, or the qualification of an indenture under the Trust Indenture Act of 1939, as amended.

The opinion of Chapman and Cutler shall also state that the opinion of Foley & Lardner is satisfactory in scope and form to Chapman and Cutler and that, in their opinion, the Purchasers and Chapman and Cutler are justified in relying thereon and shall cover such other matters relating to the sale of the Notes as the Purchaser may reasonably request. In rendering the opinion set forth in paragraph 1 above, Chapman and Cutler may rely solely upon an examination of the Articles of Incorporation certified by, and a certificate of status from, the Secretary of State of Wisconsin and the By-laws of the Company.

EXHIBIT D

(to Note Agreement)

With respect to matters of fact upon which such opinion is based, Chapman and Cutler may rely on appropriate certificates of public officials and officers of the Company. With respect to the matters covered in paragraphs (1), (2) and (3), Chapman and Cutler may rely upon the opinion of Foley & Lardner and Debra Kraft, Esq. with respect to matters of Wisconsin law. Chapman and Cutler shall not opine on matters of Georgia law.

D-131

DESCRIPTION OF CLOSING OPINION OF COUNSEL TO THE OBLIGORS

The closing opinion of Foley & Lardner, counsel for the Obligors, which is called for by §4.2 of the Note Agreement, shall be dated the Closing Date and addressed to the Purchasers, shall be satisfactory in scope and form to the Purchasers and shall be to the effect that:

(1) The Note Agreement and the other Financing Documents (except the Notes) have been duly authorized by all necessary corporate action on the part of each Obligor which is a party thereto, have been duly executed and delivered by each Obligor which is a party thereto and constitute the legal, valid and binding contracts of each Obligor which is a party thereto enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law).

(2) The Notes being delivered on the date hereof have been duly authorized by all necessary corporate action on the part of each Obligor which is a party thereto, have been duly executed and delivered by each Obligor which is a party thereto and constitute the legal, valid and binding obligations of each Obligor which is a party thereto enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and subject to applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law).

(3) The issuance and sale of the Notes being delivered on the date hereof and the execution, delivery and performance by each Obligor which is a party thereto of the Note Agreement and the other Financing Documents do not conflict with or result in any breach of any of the provisions of or constitute a default under or result in the creation or imposition of any lien or encumbrance upon any of the property of any Obligor pursuant to the provisions of the Articles (or Certificate as the case may be) of Incorporation or By-laws of any Obligor or any agreement or other instrument known to such counsel to which any Obligor is a party or by which any Obligor or any of its property may be bound;

(4) The issuance, sale and delivery of the Notes being delivered on the date hereof under the circumstances contemplated by the Note Agreement does not under existing law require the registration of the Notes being delivered on the date hereof under the Securities Act of 1933, as amended, or the qualification of an indenture in respect thereof under the Trust Indenture Act of 1939, as amended.

EXHIBIT E

(to Note Agreement)

(5) Except as set forth on Annex 3 to Exhibit C attached hereto, to the knowledge of such counsel after due inquiry, there are no proceedings pending or threatened against or affecting any Obligor or its Subsidiaries in any court or before any governmental authority or arbitration board or tribunal which, if adversely determined, would individually or in the aggregate materially and adversely affect the financial condition of the Obligors and their Subsidiaries, taken as a whole, or the Obligors’ ability to perform their obligations under the Financing Documents or the legality, validly or enforceability of the Obligors’ obligations under the Financing Documents. The Obligors and their Subsidiaries are not in default with respect to any order or any court or any governmental authority or arbitration board or tribunal which default would materially and adversely affect the financial condition of the Obligors or the business or the properties of the Obligors and their Subsidiaries, taken as a whole, the ability of the Obligors to perform their obligations under the Financing Documents or on the legality, validity or enforceability of the Obligors’ obligations under the Financing Documents.

(6) No approval, consent or withholding of objection on the part of, or filing, registration or qualification with, any governmental body, Federal, state or local, is necessary as a condition to the lawful execution and delivery of the Financing Documents;

(7) The Mortgages and the Security Agreement, or financing statements relative thereto, have been recorded or filed for record in all public offices, if any, wherein such filing or recordation is necessary to perfect the lien thereof against creditors of and purchasers from the Company. Such Mortgages and Security Agreement constitute a valid lien on the Collateral specifically described in the Granting Clauses thereof. Such real property and equipment shall be subject to no other liens, notice of which has been given by the filing of a deed or financing statement in such office (except as permitted by the Mortgages and Security Agreement). Counsel shall be permitted to rely on the Company’s identifying number ( e.g. “HT-39”) with regards to Personal Property Collateral in such searches, provided that counsel shall review the liens, if any, on the “principal components” of such equipment; and

(8) The issuance of the Notes on the date hereof and the use of the proceeds from the sale of the Notes by the Obligors in accordance with the provisions of the Note Agreement does not violate or conflict with Regulations G, T, U and X of the Board of Governors of the Federal Reserve System.

The opinion of Foley & Lardner shall cover such other matters relating to the sale of the Notes as the Purchasers may reasonably request. With respect to matters of fact on which such opinion is based, such counsel shall be entitled to rely on appropriate certificates of public officials and officers of the Obligor. With respect to the matters covered in paragraph (4) above, Foley & Lardner may assume the accuracy of the representation of the Purchasers contained in

E-133

§3.2 of the Note Agreement. With respect to the opinion in paragraph (5) above to the effect that the Collateral is not subject to liens other than the Mortgages and the Security Agreement, Foley & Lardner may rely upon a search of real estate records and local and central Uniform Commercial Code filings and, as to liens not required to be of record, on affidavits of officers of the Obligors. Such opinion shall permit subsequent institutional holders of the Notes to rely upon such opinion and permit any proposed institutional offeree to review such opinion. Such opinion shall cover the laws of the States of Wisconsin and Georgia and Federal law.

E-134

DESCRIPTION OF CLOSING OPINION OF CORPORATE COUNSEL TO THE OBLIGORS

The closing opinion of Debra Kraft, Esq., corporate counsel for the Obligors, which is called for by §4.2 of the Note Agreement, shall be dated the Closing Date and addressed to the Purchasers, shall be satisfactory in scope and form to the Purchasers and shall be to the effect that:

(1) Each Obligor is a corporation, duly incorporated and validly existing under the laws of the State of Wisconsin (or Delaware, as the case may be) and has filed all annual reports required by the Secretary of State of Wisconsin (or Delaware, as the case may be) through December 31, 1994, has the corporate power and the corporate authority to enter into and perform the Note Agreement, the Security Agreement and the Mortgages and to issue the Notes and has the full corporate power and the corporate authority to conduct the activities in which it is now engaged and is duly licensed or qualified and is in good standing as a foreign corporation in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business transacted by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not materially and adversely affect the condition (financial or otherwise) or operations of the Obligors or of the Obligors and their Subsidiaries taken as a whole; and

(2) Each Subsidiary is a corporation duly organized, legally existing and in good standing under the laws of its jurisdiction of incorporation and is duly licensed or qualified and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business transacted by it makes such licensing or qualification necessary and all of the issued and outstanding shares of capital stock of each such Subsidiary have been duly issued, are fully paid and non-assessable (except in accordance with Wis. Stat. §180.0622) and are owned by the Obligors, by one or more Subsidiaries, or by the Obligors and one or more Subsidiaries.

The opinion of Debra Kraft, Esq. shall cover such other matters relating to the sale of the Notes as the Purchasers may reasonably request. With respect to matters of fact on which such opinion is based, such counsel shall be entitled to rely on appropriate certificates of public officials and officers of the Obligors. Such opinion shall permit subsequent institutional holders of the Notes to rely upon such opinion and permit any proposed institutional offeree to review such opinion.

EXHIBIT F

(to Note Agreement)

QUAD/GRAPHICS, INC.

QUAD/TECH, INC.

QUAD/TECH EUROPE, INC.

QUAD/CREATIVE, INC.

DUPLAINVILLE TRANSPORT, INC.

QUAD/CARE, INC.

QUAD/MARKETING, INC.

QUAD/PAK, INC.

THE QUAD TECHNOLOGY GROUP, INC.

SILVER SPRING REALTY, INC.

CHEMICAL RESEARCH/TECHNOLOGY CO.

QUAD/WEST, INC.

QUAD/MED, INC.

SUPPLEMENT TO NOTE AGREEMENT

Dated as of

Re: $ % Senior Secured Notes, Series Tranche

Due

EXHIBIT G

(to Note Agreement)

SUPPLEMENT TO NOTE AGREEMENT

Dated as of

, 19

To the Purchaser named in

Schedule I hereto which is

a signatory of this Agreement

Ladies and Gentlemen:

This Supplement to Note Agreement (the “Supplement” ) is between QUAD/GRAPHICS, INC. (the “Company” ) QUAD/TECH, INC., a Wisconsin corporation, QUAD/TECH EUROPE, INC., a Delaware corporation, QUAD/CREATIVE, INC., a Wisconsin corporation, DUPLAINVILLE TRANSPORT, INC., a Wisconsin corporation, QUAD/CARE, INC., a Wisconsin corporation, QUAD/MARKETING, INC., a Wisconsin corporation, QUAD/PAK, INC., a Wisconsin corporation, THE QUAD TECHNOLOGY GROUP, INC., a Wisconsin corporation, SILVER SPRING REALTY, INC., a Wisconsin corporation, CHEMICAL RESEARCH/TECHNOLOGY CO., a Wisconsin corporation, QUAD/WEST, INC., a Delaware corporation, and QUAD/MED, INC., a Wisconsin corporation (each, including the Company, an “Obligor” and collectively, the “Obligors” ) whose post office address is DuPlainville Road, Pewaukee, Wisconsin 53072 and the Institutional Holders named on Schedule I attached hereto (the “Purchasers” ).

Reference is hereby made to that certain Note Agreement dated as of September 1, 1995, as amended and supplemented from time to time, (the “Note Agreement” ) between the Obligors and the purchasers listed on Schedule I thereto. Reference is further made to §4.14 (b) thereof which requires that prior to the delivery of any Additional Notes the Obligors and each Additional Purchaser execute and deliver a Supplement. All capitalized terms not otherwise defined herein shall have the same meaning as specified in the Note Agreement.

The Obligors hereby jointly and severally agree with you as follows:

1. The Obligors have authorized the issue and sale of $ aggregate principal amount of its % Senior Secured Notes, Series Tranche , (the “Series Notes” ) to be dated the date of issue, and to be substantially in the form attached hereto as Annex A.

2. Subject to the terms and conditions hereof and as set forth in the Note Agreement and on the basis of the representations and warranties hereinafter set forth, the Obligors agree to

EXHIBIT G

(to Note Agreement)

issue and sell to you, and you agree to purchase from the Obligors, Series Notes in the principal amount set forth opposite your name on Schedule S-I hereto at a price of % of the principal amount thereof on the closing date hereafter mentioned.

3. Delivery of the $ in aggregate principal amount of the Series Notes will be made at the offices of , , , against payment therefor in Federal Reserve or other funds current and immediately available at the principal office of [COMPANY BANK] in the amount of the purchase price at 10:00 A.M., [BANK CITY] time, on , or such later date (not later than ) as shall mutually be agreed upon by the Obligors and the Purchasers of the Series Notes (the “Closing Date” ).

4. The Obligors and you agree to be bound by and comply with the terms and provisions of the Note Agreement as if you were an original signatory to the Note Agreement.

5. [Representations of Additional Purchasers responsive to §4.14(c) .]

G-138

The execution hereof shall constitute a contract between us for the uses and purposes hereinabove set forth, and this agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.

	QUAD/GRAPHICS, INC.


	By
	Its


	QUAD/TECH, INC.
	QUAD/TECH EUROPE, INC.
	QUAD/CREATIVE, INC.
	DUPLAINVILLE TRANSPORT, INC.
	QUAD/CARE, INC.
	QUAD/MARKETING, INC.
	QUAD/PAK, INC.
	THE QUAD TECHNOLOGY GROUP, INC.
	SILVER SPRING REALTY, INC.
	QUAD/WEST, INC.
	QUAD/MED, INC.


	By
	Their


	CHEMICAL RESEARCH/TECHNOLOGY CO.
	By Quad/Graphics, Inc.
	its General Partner


	By
	Its

Accepted as of ,	and By Quad/Creative, Inc.
	its General Partner

G-139

	By
	Its

	[VARIATION]

	By
	Its

G-140

QUAD/GRAPHICS, INC.
QUAD/TECH, INC.

QUAD/TECH EUROPE, INC.

QUAD/CREATIVE, INC.

DUPLAINVILLE TRANSPORT, INC.

QUAD/CARE, INC.

QUAD/MARKETING, INC.

QUAD/PAK, INC.

THE QUAD TECHNOLOGY GROUP, INC.

SILVER SPRING REALTY, INC.

CHEMICAL RESEARCH/TECHNOLOGY CO.

QUAD/WEST, INC.

QUAD/MED, INC.

[ ]% Senior Secured Note, Series [ ]

Due [ ], [ ]

No. [ ]

[Date of Issue]

QUAD/GRAPHICS, INC., a Wisconsin corporation (the “Company” ), QUAD/TECH, INC., a Wisconsin corporation, QUAD/TECH EUROPE, INC., a Delaware corporation, QUAD/CREATIVE, INC., a Wisconsin corporation, DUPLAINVILLE TRANSPORT, INC., a Wisconsin corporation, QUAD/CARE, INC., a Wisconsin corporation, QUAD/MARKETING, INC., a Wisconsin corporation, QUAD/PAK, INC., a Wisconsin corporation, THE QUAD TECHNOLOGY GROUP, INC., a Wisconsin corporation, SILVER SPRING REALTY, INC., a Wisconsin corporation, CHEMICAL RESEARCH/TECHNOLOGY CO., a Wisconsin corporation, QUAD/WEST, INC., a Delaware corporation, and QUAD/MED, INC., a Wisconsin corporation (each, including the Company, an “Obligor” and collectively, the “Obligors” ) for value received, hereby promise jointly and severally to pay to

or registered assigns,

on the[ ] day of [ ], [ ]

the principal amount of

ANNEX A

(to Exhibit G, Supplement to Note Agreement)

DOLLARS ($ )

and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the principal amount from time to time remaining unpaid hereon at the rate of [ ]% per annum from the date hereof until maturity, payable [ ] on the [ ] of each March and September in each year commencing [ ], and at maturity. The Obligors agree to pay interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest, at the rate of [2% plus coupon] per annum after maturity, whether by acceleration or otherwise, until paid. Both the principal hereof and interest hereon are payable at the principal office of the Company in Pewaukee, Wisconsin in coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts.

This Series [ ] Note is one of the [ ]% Senior Secured Notes, Series [ ] of the Obligors in the aggregate principal amount of $[ ],000,000 (the “Series [ ] Notes” ) issued or to be issued under and pursuant to the terms and provisions of the Note Agreement dated as of September 1, 1995 (the “Note Agreement” ), entered into by the Obligors with the original purchasers therein referred to and the Security Agreement dated as of September 1, 1995 (the “Security Agreement” ) and the Mortgages each dated as of September 1, 1995 (the “Mortgages” ) from the Company to the Security Trustee. This Series [ ] Note and the holder hereof are entitled equally and ratably with the holders of all other Notes (as defined in the Note Agreement) of all series outstanding from time to time under the Note Agreement and the Security Agreement and the Mortgages to all the benefits and security provided for thereby or referred to therein to which Note Agreement and Security Agreement and Mortgages reference is hereby made for the statement thereof. Reference is hereby made to the Security Agreement and the Mortgages for a description of the property thereby granted, conveyed, assigned, affected and hypothecated, the nature and extent of the security for the Notes, and rights of the holders of the Notes, the Security Trustee and the Company in respect of such security and otherwise.

This Series [ ] Note (as defined in the Note Agreement) outstanding under the Note Agreement may be declared due prior to their expressed maturity dates and certain prepayments are required to be made thereon, all in the events, on the terms and in the manner and amounts as provided in the Note Agreement.

The Series [ ] Notes are not subject to prepayment or redemption at the option of the Obligors prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth below.

[INSERT PREPAYMENT PROVISIONS]

142

This Series [ ] Note is registered on the books of the Obligors and is transferable only by surrender thereof at the principal office of the Obligors duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of this Series Note or its attorney duly authorized in writing. Payment of or on account of principal, premium, if any, and interest on this Series [ ] Note shall be made only to or upon the order in writing of the registered holder.

143

THIS SERIES [ ] NOTE AND SAID NOTE AGREEMENT ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF WISCONSIN.

	QUAD/GRAPHICS, INC.


	By
	Its


	QUAD/TECH, INC.
	QUAD/TECH EUROPE, INC.
	QUAD/CREATIVE, INC.
	DUPLAINVILLE TRANSPORT, INC.
	QUAD/CARE, INC.
	QUAD/MARKETING, INC.
	QUAD/PAK, INC.
	THE QUAD TECHNOLOGY GROUP, INC.
	SILVER SPRING REALTY, INC.
	QUAD/WEST, INC.
	QUAD/MED, INC.


	By
	Their


	CHEMICAL RESEARCH/TECHNOLOGY CO.
	By Quad/Graphics, Inc.
	its General Partner


	By
	Its


	By Quad/Creative, Inc.
	its General Partner

144

	By
	Its

THIS SERIES [ ] NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND CANNOT BE RESOLD EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR AN EXEMPTION THEREFROM.

145

FORM OF RESTRICTED SUBSIDIARY AGREEMENT

THIS RESTRICTED SUBSIDIARY AGREEMENT, dated as of , 19 , between and among QUAD/GRAPHICS, INC., a Wisconsin corporation (the “Company” ), Quad/Tech, Inc., a Wisconsin corporation, Quad/Tech Europe, Inc., a Delaware corporation, Quad/Creative, Inc., a Wisconsin corporation, DuPlainville Transport, Inc., a Wisconsin corporation, Quad/Care, Inc., a Wisconsin corporation, Quad/Marketing, Inc., a Wisconsin corporation, Quad/Pak, Inc., a Wisconsin corporation, The Quad Technology Group, Inc., a Wisconsin corporation, Silver Spring Realty, Inc., a Wisconsin corporation, Chemical Research/Technology Co., a Wisconsin corporation, Quad/West, Inc., a Delaware corporation, and Quad/Med, Inc., a Wisconsin corporation (individually, including the Company, an “Obligor” and collectively, the “Obligors” ), , a corporation [or general partnership] (the “New Restricted Subsidiary” ), and each of the Holders (as defined in the Note Agreements), under that certain Note Agreement dated as of September 1, 1995 by and among the Obligors and the Holders party thereto (the “Note Agreement” ).

WITNESSES:

WHEREAS, the New Restricted Subsidiary wishes to become an Obligor under the Note Agreement and become obligated, jointly and severally, to pay when due all Obligations under the Note Agreement and the Notes; and

WHEREAS, the New Restricted Subsidiary has determined that it is in its best interest to become a Restricted Subsidiary.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged by the New Restricted Subsidiary, and in order to induce the Holders and any future holders of Notes to consider the financial condition of the New Restricted Subsidiary in evaluating the Companies’ compliance with the covenants contained in the Note Agreement and the Notes, the parties hereto hereby agree as follows:

1. Definitions. Terms not defined herein shall have the meaning assigned to them in the Note Agreement.

2. Representations. The Obligors and the New Restricted Subsidiary jointly and severally, represent and warrant to the Holders that:

EXHIBIT H

(to Note Agreement)

(a) The New Restricted Subsidiary satisfies the definition of “Restricted Subsidiary” in the Note Agreement and is a [ corporation, partnership, etc. ] which is per cent owned by the Obligors;

(b) This Restricted Subsidiary Agreement has been duly and validly authorized, executed and delivered by the Obligors and the New Restricted Subsidiary, and constitutes the legal, valid and binding obligation of each such party enforceable in accordance with its terms and the terms of the Note Agreement; and

(c) No Default or Event of Default exists or will result from the designation of the New Restricted Subsidiary as a Restricted Subsidiary, nor would any such Default or Event of Default have resulted had such designation been effective as of the most recently ended fiscal quarter of the Obligors.

3. Undertakings. The Note Agreement is hereby incorporated into this Restricted Subsidiary Agreement by reference and made a part hereof as if set forth in full herein. The New Restricted Subsidiary hereby agrees to each and every covenant, agreement, term and provision of the Note Agreement (including any amendments and supplements thereto made after the date hereof in accordance with the terms of the Note Agreement). The New Restricted Subsidiary hereby specifically agrees with the Holders as follows:

(a) The New Restricted Subsidiary agrees to become, and by this Restricted Subsidiary Agreement has become, an Obligor;

(b) The New Restricted Subsidiary agrees to be bound by all the terms and provisions of the Note Agreement, including those covenants, agreements and restrictions applicable to Obligors;

(c) The New Restricted Subsidiary agrees that it is liable, jointly and severally, with the Obligors for the payment when due of all obligations under the Note Agreement; and

(d) The New Restricted Subsidiary agrees that it is liable, jointly and severally, with the Obligors for the payment when due of all obligations under the Notes.

The provisions of this Section 3 shall be effective from the date of this Restricted Subsidiary Agreement until the date on which the Holders deliver a release to the New Restricted Subsidiary pursuant to §9.12 of the Note Agreement. Any such releases previously delivered to the New Restricted Subsidiary as a consequence of its prior designation as an Unrestricted Subsidiary are hereby cancelled and declared to be null and void.

H-147

IN WITNESS WHEREOF, the parties hereto have caused this Restricted Subsidiary Agreement to be duly executed and delivered by their respective duly authorized officers, as of the date first above written.

	QUAD/GRAPHICS, INC.


	By:
	Name:
	Title:


	QUAD/TECH, INC.
	QUAD/TECH EUROPE, INC.
	QUAD/CREATIVE, INC.
	DUPLAINVILLE TRANSPORT, INC.
	QUAD/CARE, INC.
	QUAD/MARKETING, INC.
	QUAD/PAK, INC.
	THE QUAD TECHNOLOGY GROUP, INC.
	SILVER SPRING REALTY, INC.
	QUAD/MED, INC.


	By
	Their


	CHEMICAL RESEARCH/TECHNOLOGY CO.

	By Quad/Graphics, Inc.
	its General Partner


	By:
	Name:
	Title:

H-148

	and by Quad/Creative, Inc.
	its General Partner

	By:
	Name:
	Title:


	[NEW RESTRICTED SUBSIDIARY]


	By:
	Name:
	Title:


	[VARIATION]


	By:
	Name:
	Title:

H-149

Exhibit 5

		ATTORNEYS AT LAW
		777 EAST WISCONSIN AVENUE
		MILWAUKEE, WISCONSIN 53202-5306
		414.271.2400 TEL
		414.297.4900 FAX
		www.foley.com

		CLIENT/MATTER NUMBER
		067920-0452

March 5, 2010

Quad/Graphics, Inc.

N63 W23075 Highway 74

Sussex, Wisconsin 53089-2827

Ladies and Gentlemen:

We have acted as counsel for Quad/Graphics, Inc., a Wisconsin corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-4 (the “Registration Statement”), including the proxy circular/prospectus constituting a part thereof (the “Proxy Circular/Prospectus”), to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement and the Proxy Circular/Prospectus relate to, among other things, the proposed issuance of up to 21,300,000 shares of common stock, par value $0.025 per share (the “Common Stock”), of the Company as contemplated by that certain Arrangement Agreement, dated as of January 25, 2010 (the “Arrangement Agreement”), between the Company and World Color Press Inc.

In connection with our representation, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, including the Proxy Circular/Prospectus; (ii) the Restated Articles of Incorporation of the Company, as amended to date and currently in effect, and as proposed to be in effect as of the consummation of the arrangement, as contemplated by the Arrangement Agreement; (iii) the By-Laws of the Company, as amended to date and currently in effect, and as proposed to be in effect as of the consummation of the arrangement, as contemplated by the Arrangement Agreement; (iv) the Arrangement Agreement; and (v) resolutions of the Board of Directors of the Company relating to the approval of the Arrangement Agreement and the transactions contemplated thereby, including the issuance of the Common Stock and related matters. We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or

BOSTON	JACKSONVILLE	MILWAUKEE	SAN DIEGO	SILICON VALLEY
BRUSSELS	LOS ANGELES	NEW YORK	SAN DIEGO/DEL MAR	TALLAHASSEE
CHICAGO	MADISON	ORLANDO	SAN FRANCISCO	TAMPA
DETROIT	MIAMI	SACRAMENTO	SHANGHAI	TOKYO
				WASHINGTON, D.C.

photostatic copies and the authenticity of the originals of such latter documents. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, its directors and officers, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.

Based upon and subject to the foregoing, we are of the opinion that:

1. The Company is a validly existing corporation under the laws of the State of Wisconsin.

2. When the Registration Statement becomes effective under the Securities Act and the arrangement is consummated in accordance with the Arrangement Agreement, the shares of Common Stock will be validly issued, fully paid and nonassessable.

With respect to paragraph 2 above, at one time Section 180.0622(2)(b) of the Wisconsin Business Corporation Law imposed personal liability upon shareholders for debts owing to employees of the Company for services performed, but not exceeding six months’ service in any one case. This statutory provision was repealed by 2005 Wisconsin Act 474, which provided that the repeal applies to debts incurred on or after June 14, 2006.

William J. Abraham, Jr., a partner in the firm of Foley & Lardner LLP, is a director of the Company.

We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Proxy Circular/Prospectus forming a part thereof. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

	Very truly yours,

	/s/ Foley & Lardner LLP

	FOLEY & LARDNER LLP

Exhibit 9.1

EXECUTION COPY

QUAD/GRAPHICS, INC.

AMENDED AND RESTATED
VOTING TRUST AGREEMENT

Dated as of

April 29, 2000

TABLE OF CONTENTS

		Page

ARTICLE I DEPOSIT OF STOCK		2
1.01	Deposit of Stock	2
1.02	Issuance of Certificates	2
1.03	After Acquired Stock	3
1.04	Other Shareholders	3
1.05	Surrender of Stock Certificates	3
1.06	Beneficiary	4
1.07	Stock	4
1.08	Trustees	4
1.09	Depositor	5
1.10	Restricted Stock	5
1.11	Qualified Trust	5
1.12	Public Offering	5

ARTICLE II DIVIDENDS, DISTRIBUTIONS AND LIQUIDATION		5
2.01	Dividends and Distributions	5
2.02	Issuance of Stock	6
2.03	Dissolution	7

ARTICLE III POWERS OF TRUSTEES		7
3.01	Trustees As Owners of Stock	7
3.02	Voting of Stock	7
3.03	Public Offerings	9
3.04	Sale of Stock by Trustee	9
3.05	Conflict of Interest	11
3.06	Expenses and Disbursements	11
3.07	Experts	12
3.08	Financial Reports	13
3.09	Secretary	13

ARTICLE IV METHOD OF ACTION BY THE TRUSTEES		13
4.01	Actions by Trustees	13
4.02	Written Consent	14
4.03	Notice	14

ARTICLE V TRANSFER OF TRUST CERTIFICATES		14
5.01	Transfer of Certificates	14
5.02	Permitted Transfers	15
5.03	Voluntary Transfer During Life (other than by Permitted Transfer, Pledge or Gift)	16
5.04	Transfer By Pledge or Grant of Security Interest	18
5.05	Voluntary Transfer by Gift	19

5.06	Involuntary Transfer	20
5.07	Death of a Beneficiary	22
5.08	Termination of Marital Relationship	24
5.09	Provisions Related to Exercise of Purchase Options	26
5.10	Purchase Price	30
5.11	Terms of Payment	33
5.12	Public Company Registration	34
5.13	Expenses	35

ARTICLE VI ELECTION AND REMOVAL OF TRUSTEES		35
6.01	Initial Trustee	35
6.02	Family Trustees	35
6.03	Appointment of Successor Group Trustees	36
6.04	Removal	38
6.05	Eligibility	38
6.06	Incapacitated	38
6.07	Resignation	39

ARTICLE VII AMENDMENT AND TERMINATION		39
7.01	Amendments	39
7.02	Term	42
7.03	Termination	42
7.04	Withdrawal of Stock	42
7.05	Distribution Upon Termination	44

ARTICLE VIII NOTICES		45
8.01	Notice	45
8.02	Waiver	45

ARTICLE IX MISCELLANEOUS		45
9.01	Interpretation	45
9.02	Nonliability; Indemnity	45
9.03	Severability	46
9.04	Savings Provision	46
9.05	Counterparts; Filing of Agreement	47
9.06	Record of Beneficiaries	47
9.07	Lost, Stolen or Destroyed Certificates	47
9.08	Applicable Law	47

EXHIBIT A — VOTING TRUST CERTIFICATE

EXHIBIT B - ASSIGNMENT

BENEFICIARY RIGHTS INDEX

		Section

Definition of Beneficiary		1.06

How Beneficiaries receive dividends		2.01

Beneficiary rights to additional stock, stock dividend or stock split-up		2.02

Beneficiary rights in event of dissolution		2.03

Beneficiary rights regarding merger, liquidation or sale of Stock		3.04

Assessment against Beneficiary of Trust expenses		3.04(b), 3.06

Beneficiary rights to receive financial and other reports		3.08

Beneficiary rights regarding Transfer of Trust Certificates		5.01 thru 5.13

Beneficiary rights regarding election and removal of Trustees		6.01 thru 6.07

Beneficiary rights regarding amendment and termination of the Trust		7.01, 7.03, 7.05

Beneficiary rights regarding withdrawal of Stock		7.01, 7.04

iii

AMENDED AND RESTATED

VOTING TRUST AGREEMENT

Pursuant to the power reserved in Section 6.01 of the Quad/Graphics, Inc. Voting Trust Agreement between the signatories thereto, as Depositors, and Harry V. Quadracci, as Trustee (the “Initial Trustee”), originally dated September 1, 1982 (the “September 1 Voting Trust Agreement”), the Initial Trustee hereby amends and restates said September 1 Voting Trust Agreement in its entirety as of the 29 th day of April, 2000 as follows:

W I T N E S S E T H:

WHEREAS, the undersigned Depositors transferred shares of stock of Quad/Graphics, Inc., a Wisconsin corporation (the “Company”), to the Initial Trustee pursuant to the terms of the September 1 Voting Trust Agreement;

WHEREAS, the undersigned Depositors deem it advisable and in the best interests of themselves and the Company to agree to the amendment and restatement of the September 1 Voting Trust Agreement as set forth herein; and

WHEREAS, the undersigned Depositors wish to ensure the continuity and stability of management of the Company and to promote harmony and agreement among themselves as to the policies and management of the Company, and to protect their collective interests in the Company, and deem that this Amended and Restated Voting Trust Agreement is in a form and contains such agreements and covenants as are necessary to accomplish such goals.

NOW, THEREFORE, in consideration of the agreements and undertakings hereinafter made and other valuable consideration, the receipt of which is hereby acknowledged, each of the undersigned Depositors hereby consents to the amendment and restatement of the September 1 Voting Trust Agreement as set forth herein and agrees that the number of shares of

Stock (as defined in Section 1.07) set forth opposite his or her signature below shall remain deposited with the Initial Trustee and his successors and the Initial Trustee does hereby covenant and agree that he will continue to hold such Stock, and such additional common stock or other securities of the Company as may hereafter be transferred, assigned and set over unto him, as hereinafter provided, in trust, to be held, used, transferred and disposed of by him for the following uses and purposes and upon the following terms and conditions:

ARTICLE I
DEPOSIT OF STOCK

1.01 Deposit of Stock . Each Depositor agrees that the shares of Stock set opposite his or her signature below shall remain deposited with the Initial Trustee and his successors and that the full legal title to all such Stock shall remain vested in the Initial Trustee and his successors with all of the rights and powers of the owner and holder of the Stock of whatever nature necessary to enable the Initial Trustee and his successors to exercise the powers vested in them under this Agreement.

1.02 Issuance of Certificates . The trust certificates issued to each of the Depositors under the September 1 Voting Trust Agreement (the “September 1 Trust Certificates”) shall remain in full force and effect and continue to represent the shares of Stock transferred by such Depositor to the Initial Trustee under the September 1 Voting Trust Agreement. Any reference to the “Voting Trust Agreement” in any such September 1 Trust Certificate shall hereinafter mean this Agreement. Upon the transfer to the Trustees of any additional Stock, whether pursuant to Section 1.03 or 1.04, the Depositor who transferred such Stock shall receive from the Trustees a trust certificate or certificates (a “New Trust Certificate”) for the Stock transferred by him or her to the Trustees which New Trust Certificate shall be in substantially the form of Exhibit “A” hereto. Each New Trust Certificate shall be signed by at

least one Trustee. The September 1 Trust Certificates and the New Trust Certificates are collectively referred to herein as the “Trust Certificates.”

1.03 After Acquired Stock . Any Beneficiary who owns or holds and at any time after the date hereof acquires additional common stock or other securities of the Company having any voting rights has the option to transfer such stock or other securities to the Trustees and subject such stock or other securities to the provisions of this Agreement. If such Beneficiary decides to transfer such additional stock or other securities to the Trustees, the Trustees shall then deliver to such Beneficiary an additional Trust Certificate evidencing such additional Stock, and such Stock and Trust Certificate shall thereafter be subject to all terms and conditions of this Agreement.

1.04 Other Shareholders . Any individual, trust, corporation, partnership or other entity owning shares of common stock or other securities of the Company may, at any time and upon the unanimous written consent of the Trustees, elect to become an additional Depositor and to transfer such stock or other securities to the Trustees in accordance with this Agreement. Upon such transfer, the Trustees shall deliver to such additional Depositor a Trust Certificate evidencing the Stock transferred and such Stock and Trust Certificate shall thereafter be subject to all the terms and conditions of this Agreement.

1.05 Surrender of Stock Certificates . All certificates for common stock or securities transferred and delivered to the Trustees pursuant to this Agreement shall be surrendered by the Trustees to the Company and cancelled, and new certificates therefor shall be issued by the Company to and in the names of the Trustees. Such new certificates, and any other certificates for shares of common stock or other securities issued to the Trustees pursuant to this Agreement, shall be endorsed by the Company with a legend to the effect that they are issued

pursuant and subject to this Agreement and a similar notation shall appear in the appropriate place in the transfer books of the Company.

1.06 Beneficiary . The term “Beneficiary”, as used in this Agreement, shall mean a holder of record on the books of the Trustees of Trust Certificates issued hereunder, and shall be construed to mean and include not only such holders and owners acting in their own right, but also any person or entity holding Trust Certificates as a trustee or guardian or in any other representative or fiduciary capacity.

1.07 Stock . The term “Stock”, as used in this Agreement, shall include all of the common stock or other securities of the Company originally or subsequently transferred by the Depositors to the Trustees pursuant to this Agreement, and all stock, securities and other property subsequently received by the Trustees by reason of this Agreement and retained by the Trustees subject to the terms of this Agreement. The term “Stock” shall also include all interests in Stock of the Company now owned or hereafter acquired in the future by any Beneficiary’s spouse, if any, as marital property, deferred marital property or quasi-marital property, and with respect to such Stock the parties expressly agree that if the spouse of any Beneficiary shall predecease the Beneficiary, the interest of the deceased spouse in the Stock owned by the Beneficiary shall remain subject to the terms and provisions of this Agreement. All Stock shall remain subject to this Agreement regardless of the termination of the marital relationship of a Beneficiary and the Beneficiary’s spouse for any reason.

1.08 Trustees . The term “Trustees”, as used in this Agreement, shall include the Initial Trustee and, upon their appointment and/or election pursuant to Article VI hereof, each of the Family Trustees and Group Trustees.

1.09 Depositor. The term “Depositor”, as used in this Agreement, shall include all of the parties to this Agreement who transferred Stock to the Initial Trustee under the September 1 Voting Trust Agreement and any person who or entity which becomes a party to this Agreement by transferring shares of Stock or other securities of the Company to the Trustees pursuant to Section 1.04.

1.10 Restricted Stock. The term “Restricted Stock”, as used in this Agreement, shall include all Stock which is subject to the restrictions set forth in the Harry V. Quadracci Restricted Stock Plan dated July 28, 1980, as amended from time to time.

1.11 Qualified Trust. The term “Qualified Trust” means any trust (i) of which any of the beneficiaries thereof are Qualified Descendants of a Family Trustee and (ii) which holds, in the name of the trustees of such trust, Trust Certificates hereunder.

1.12 Public Offering. The term “Public Offering” means a sale of securities which is subject to registration under the Securities Act of 1933, the registration of a class of securities under the Securities Exchange Act of 1934, or the registration of securities under any foreign act with similar intent and impact.

ARTICLE II
DIVIDENDS, DISTRIBUTIONS
AND LIQUIDATION

2.01 Dividends and Distributions . In the event the Trustees receive any dividend or other distribution of cash or property (other than common stock or other securities of the Company having any voting rights, including any securities which may become voting securities upon the happening of a contingency) upon or by reason of the Stock held by the Trustees hereunder, the Trustees shall immediately make a pro rata distribution of such dividend or distribution to the Beneficiaries as their respective interests appeared as of the date and at the

time of such dividend or other distribution. In the event of a dividend or distribution of common stock or other securities of the Company having any voting rights, including any securities which may become voting securities upon the happening of a contingency, such securities shall be added to the Stock held by the Trustees hereunder and Trust Certificates evidencing such Stock shall be distributed to the Beneficiaries as appropriate. Prior to making any distribution of cash, stock or property to the Beneficiaries under this Section 2.01, the Trustees may retain therefrom a sufficient part, either in cash, stock or property, to meet the expenses and obligations of the Trust, including any taxes assessed on or by reason of any such distribution or arising out of or resulting from this Agreement.

2.02 Issuance of Stock . In the event the Company issues additional common stock or securities of any class, other than as a stock dividend or stock split-up, the Trustees shall immediately give written notice thereof to each Beneficiary in order that each Beneficiary may have ample time to decide whether to request the Trustees to exercise any preemptive or other right to purchase such additional stock or securities on such Beneficiary’s behalf. Any Beneficiary desiring to cause the Trustees to exercise any such preemptive right or any other right to purchase such additional stock or securities shall file written notice thereof with the Trustees accompanied by a certified check payable to the Company, in an amount equal to the full purchase price of the additional stock or securities which such Beneficiary desires to purchase. The Trustees shall thereupon purchase such additional stock or securities in the name of the Trust on behalf of such Beneficiary in such amounts as they are able to and shall retain the additional stock or securities in the Trust and deliver an additional Trust Certificate to the Beneficiary evidencing such additional Stock.

2.03 Dissolution . In the event of the dissolution or total or partial liquidation of the Company in which the Trustees receive cash, securities, rights or property, the Trustees shall distribute the same among the Beneficiaries in proportion to their interests as represented by their Trust Certificates. Upon such distribution, all further obligations or liabilities of the Trustees with respect to such cash, securities, rights or properties so distributed shall cease.

ARTICLE III
POWERS OF TRUSTEES

3.01 Trustees As Owners of Stock . The Trustees are hereby vested as owners of the Stock (without limitation except as otherwise expressly provided herein) with all of the rights, powers and privileges of every kind and character of an owner thereof, including, without limiting the generality of the foregoing (a) the right to vote the same, either in person or by proxy, for every purpose, (b) the right to become parties to or prosecute or intervene in any suits or other legal or administrative proceedings affecting the Stock held hereunder, the Company, or the powers, duties or obligations of the Trustees, (c) the right to transfer all or any part of the Stock held hereunder into their names as Trustees or into the name or names of a nominee or nominees, (d) the right to enter into one or more agreements by and among the shareholders of the Company, whether or not such shareholders are Beneficiaries hereunder, and (e) the right to exercise any and all rights and preferences of the Stock, whether set forth in the Company’s Articles of Incorporation, as amended from time to time, or otherwise.

3.02 Voting of Stock . In voting the Stock held hereunder, the Trustees shall exercise their judgment to select suitable directors of the Company, to the end that the affairs of the Company shall be properly managed, and to vote on such other matters which may come before them at any shareholders’ meeting.

The Trustees shall not have the power to vote the Stock held hereunder in favor of the following corporate actions unless the written consent of the Beneficiaries holding Trust Certificates representing at least two thirds of the Stock then held hereunder is first obtained:

(i) merger or consolidation of the Company;

(ii) sale or exchange of all, or substantially all, of the voting securities of the Company in one or a series of related transactions;

(iii) sale, lease or exchange of all, or substantially all, of the property and assets of the Company;

(iv) total or partial liquidation of the Company;

(v) dissolution of the Company;

(vi) any act which is likely to lead to a Public Offering;

(vii) any issuance of any securities of the Company if upon consummation of such issuance the Stock held by the Trustees will not have the power to elect a majority of the Board of Directors of the Company; or

(viii) any amendment to the articles of incorporation of the Company which would have the effect of diminishing the rights reserved to the Beneficiaries in this Section 3.02.

3.03 Public Offerings . In addition to a vote of Beneficiaries as required by Section 3.02, the Trustees may not vote the Stock held hereunder for the approval of any act likely to lead to a Public Offering unless at least three fourths of the Trustees then in office agree on such approval.

3.04 Sale of Stock by Trustee .

(a) Merger; Liquidation . Shares of Stock sold, transferred or exchanged in a merger, consolidation, sale or exchange of all, or substantially all, of the securities of the Company or upon a liquidation of the Company shall be selected by the Trustees pro rata from the shares of Stock held hereunder for all Beneficiaries, as their respective interests are evidenced by the Trust Certificates held by them, and the proceeds shall be distributed to the Beneficiaries in the same manner; provided, however, that if such a sale, transfer or exchange of Stock held hereunder shall be made in exchange for other stock or securities of any corporation, the Trustees, in their discretion, may retain, if such retention is consistent with the purposes of this Agreement, such stock or securities, and thereafter the rights and obligations of the Trustees and the Beneficiaries shall, for all purposes, be treated as applying to the stock or securities so received in exchange. In the event of any such sale, transfer or exchange, the Trustees may require the Beneficiaries to surrender the Trust Certificates held by them in exchange for new Trust Certificates modified to describe the interest then represented by such Trust Certificates.

(b) Assessment of Expenses . The Trustees may, upon unanimous vote, sell any or all of the Stock held hereunder for a Beneficiary to obtain funds to satisfy any assessment for expenses made by the Trustee against such Beneficiary (the “Assessed Beneficiary”) under Section 3.06 hereof. In the event the Trustees wish to sell any Stock in order to obtain such funds, they shall first offer such Stock for sale to all of the Beneficiaries, other than the Assessed

Beneficiary, at a price equal to the Purchase Price (as defined in Section 5.10(a)). The right of purchase of each such Beneficiary in such case shall be pro rata based on the shares of Stock represented by the Trust Certificates held by such Beneficiary, but if any such Beneficiary fails to exercise such right, either in whole or in part, within thirty (30) days of the date such written offer was sent to him or her, the other Beneficiaries, other than the Assessed Beneficiary, may purchase the Stock not so purchased ratably based upon the shares of Stock represented by their Trust Certificates. If the Beneficiaries fail to purchase all of the offered Stock within sixty (60) days after written notice of the offer is sent to them by the Trustees, the Trustees may then sell such Stock, free of the restrictions imposed by this Agreement, at a price that is deemed fair and adequate by the Trustees and upon such other terms and conditions as the Trustees, in their sole discretion, may decide. Nothing in this Section 3.04 shall be deemed to require the Trustees to sell any Stock unless, in their sole discretion, the Trustees deems such sale appropriate.

3.05 Conflict of Interest . Any Trustee may hold common stock or other securities of the Company or Trust Certificates issued hereunder, and each Trustee, individually or as a Trustee, may vote for himself or herself as a director or as a Trustee, and any such Trustee, or any firm of which he or she is a member, or a corporation in which he or she is a stockholder or officer or in which he or she may be otherwise interested, may contract with the Company or the Trustees or be or become pecuniarily interested in any matter or transaction to which the Company or the Trustees may be a party, as fully as though such person were not a Trustee hereunder. Without limiting the foregoing, a Trustee may vote for himself or herself as an officer and/or employee of the Company and may participate in fixing the amount of his or her compensation in such position.

3.06 Expenses and Disbursements. The Trustees may incur and pay all expenses and disbursements which the Trustees may deem necessary or proper in exercising the powers and authority given to or vested in the Trustees by this Agreement. The Stock held by the Trustees under this Agreement and all other assets and property received or held hereunder by the Trustees are charged with the payment of such expenses and disbursements. The Trustees shall be entitled to reimbursement for any expenses incurred by them in or by reason of the Trust. The obligations and agreements of the Trustees shall not be binding upon the Trustees personally, but shall bind solely the Stock and other assets and property in the hands of the Trustees. The Beneficiaries shall be personally liable for the expenses or other obligations of the Trustees in the absence of sufficient liquid assets with which to pay such expenses, and the Trustees may assess the Beneficiaries for such expenses ratably based upon the shares of Stock represented by the Trust Certificates held by the Beneficiaries. The Trustees may, in the event of failure or refusal of any Beneficiary to make payment within ten (10) days after written notice by

the Trustees to such Beneficiary of any amount owing by such Beneficiary under or by reason of this Agreement, sell or otherwise dispose of the Stock, property or other assets representing the interest of such Beneficiary under this Agreement in accordance with Section 3.04(b). In the case of any such sale, the Trustees may sell or dispose of such Stock, property or other assets absolutely, releasing the same from the terms and provisions of this Agreement, or may sell the same upon understanding or agreement that the purchaser shall receive Trust Certificates hereunder evidencing his interest in such Stock or other assets or property. In the case of any such sale of the interest of a Beneficiary, the Trustees shall mark their Trust Certificate records accordingly, the Trust Certificates held by such Beneficiary representing such Stock, assets or other property sold as aforesaid shall cease to represent any interest or have any rights under this Agreement and the Trustees shall refuse to recognize or transfer the same. In any such case, the Beneficiary shall surrender such Trust Certificates to the Trustees and, upon his failure or refusal to make such surrender, the Trustees, in their discretion, may take any action or proceeding required or deemed necessary to compel such surrender.

3.07 Experts. The Trustees may engage such counsel, accountants, or other professional or expert assistance as the Trustees may deem necessary or helpful in the administration and maintenance of this Trust, which professionals or experts may be the same as those engaged by the Company. The Trustees shall pay all fees and expenses in connection therewith out of Trust assets, provided that any such fees or expenses incurred under this Trust may be payable by the Company if the Company and Trustees so agree. The Trustees may prosecute, defend, or otherwise participate in any legal proceeding involving this Trust in such manner as the Trustees deem to be in the best interest of the Trust, and expenses therefor shall be payable out of Trust assets.

3.08 Financial Reports . The Trustees shall keep proper records of their receipts and disbursements and, from time to time prior to termination, may issue and mail financial reports to the Beneficiaries. Such financial reports shall include information of such nature and scope as the Trustees deem relevant and appropriate under the circumstances. Unless legal proceedings questioning the adequacy and accuracy of such financial reports shall be fully instituted within ninety (90) days after the mailing of any such report, such report as against all parties interested therein shall be conclusively presumed to be in all respects correct. The books and records of the Trustees containing the accounts and the names of Beneficiaries shall at all reasonable times be open to inspection by the Beneficiaries for any proper purpose.

3.09 Secretary . The Trustees may appoint a Secretary and may appoint an Assistant Secretary (herein referred to as the “Secretary” and “Assistant Secretary”), either of whom may, but need not be, a Trustee or an officer or employee of the Company. The Trustees may remove and replace at any time the person so appointed as Secretary or Assistant Secretary, and may pay reasonable compensation to the Secretary and/or the Assistant Secretary. It shall be the duty of the Secretary to keep the minutes of meetings of the Trustees and to maintain a record of transactions hereunder and to perform such other duties as herein provided or as may be required by the Trustees. The Assistant Secretary shall act in place of the Secretary in taking any action or performing any duties herein required to be taken or performed by the Secretary whenever the Secretary shall be incapacitated, absent or for any other reason unable to act.

ARTICLE IV
METHOD OF ACTION BY THE TRUSTEES

4.01 Actions by Trustees . Except when a specific provision of this Agreement requires otherwise, all actions by the Trustees shall be taken by a majority vote of the Trustees;

provided, however, that a unanimous vote of the Trustees shall be required if there shall be only two Trustees serving hereunder. A Trustee may vote in person or by proxy.

4.02 Written Consent . An action of the Trustees may be taken by unanimous written consent without the necessity of a meeting.

4.03 Notice . Meetings of the Trustees may be called by any Trustee by depositing notice, properly addressed to the other Trustees, if any, of the time and place of the meeting in the mails twenty (20) days prior to the date of the meeting.

ARTICLE V
TRANSFER OF TRUST CERTIFICATES

5.01 Transfer of Certificates . The Trust Certificates issued hereunder shall be transferable only on the books of the Trustees upon compliance with this Article V, and the Trustees may at all times and for all purposes treat the registered owner of each outstanding Trust Certificate as the sole owner thereof. Any Transfer of all or part of a Trust Certificate shall be effected by the execution of an assignment in substantially the form of Exhibit B hereto. Upon the Transfer of a Trust Certificate on the books of the Trustees, the transferee shall be substituted for the prior registered holder and shall have all of the rights and be subject to all the liabilities of a Beneficiary. Subject to such reasonable regulations as the Trustees may make as aforesaid, a Beneficiary may surrender Trust Certificates held by him or her to the Trustees for exchange for a greater or lesser number of Trust Certificates representing the same aggregate number of shares of Stock as were represented by the Trust Certificates so surrendered, but no Trust Certificate representing a fraction of a share of Stock shall be issued without the approval of the Trustees. As used in this Agreement, the term “Transfer” shall mean any sale, assignment, pledge, encumbrance, attachment, gift, exchange or other disposition or transfer of any manner,

either voluntarily or by operation of law. Any Transfer which is in violation of the provisions of this Article V shall be null and void and of no legal effect.

5.02 Permitted Transfers . Subject to the other provisions of this Agreement, (a) an individual Beneficiary may Transfer, for consideration or by gift, all or any part of such Beneficiary’s Trust Certificates during such Beneficiary’s lifetime to a member or members of a group consisting of such Beneficiary’s spouse, such Beneficiary’s issue, the spouses of such Beneficiary’s issue, such Beneficiary’s siblings, the issue of such Beneficiary’s siblings, or any trust or custodian account created for the primary benefit of any one or more of the foregoing; (b) a Beneficiary which is a trust or custodian under the Uniform Transfers to Minors Act may Transfer its Trust Certificates to a beneficiary of said trust or account or to another trust or account for the benefit of the same beneficiaries pursuant to the terms of such trust or the law governing such account; (c) a Beneficiary who acquired Trust Certificates solely as a result of a Permitted Transfer under this Section 5.02 or a Permitted Testamentary Transfer under Section 5.07, may Transfer all or any part of his Trust Certificates under this Section 5.02 during his lifetime only to the Beneficiary from whom, directly or indirectly, he acquired said Trust Certificates or persons to whom such transferring Beneficiary is permitted (or would be permitted if he owned Trust Certificates) to Transfer Trust Certificates pursuant to this Section 5.02; and (d) any Beneficiary may Transfer all or any part of such Beneficiary’s Trust Certificates to another Beneficiary (all of such Transfers are referred to in this Section 5.02 as “Permitted Transfers”). The transferring Beneficiary shall give the Trustees thirty (30) days prior written notice of any Permitted Transfer stating the terms of such Permitted Transfer, including the identity of the transferees. All persons, trusts or accounts who acquire Trust Certificates solely as a result of a Permitted Transfer or as a result of a Permitted Testamentary

Transfer under Section 5.07 are referred to as the “Permitted Transferees” of the Beneficiary from whom, directly or indirectly through transfers under this Section 5.02, such person, trust or account acquired Trust Certificates. The term “issue”, as used in this Agreement to describe a descendant or descendants, shall include any lawfully adopted issue who is a minor at the time of adoption, and issue of any lawfully adopted issue, as well as issue by blood. The term “sibling”, as used in this Agreement, shall include a sibling by the half as well as by the whole blood, but shall be limited to persons related to the designated Beneficiary by blood or adoption.

5.03 Voluntary Transfer During Life (other than by Permitted Transfer, Pledge or Gift) .

(a) Offer by Beneficiary . If a Beneficiary should decide to effect a voluntary Transfer for consideration of all or part of any of such Beneficiary’s Trust Certificates during such Beneficiary’s lifetime (other than by a Permitted Transfer, by pledge, or by gift, which Transfers shall be governed by Sections 5.02, 5.04, and 5.05 respectively), such Beneficiary (the “Transferring Beneficiary”) shall first give written notice to the Trustees of such intent to Transfer all or part of such Trust Certificates. Such notice must be provided to the Trustees no less than one hundred eighty (180) days prior to the date of the proposed Transfer and must specify (1) the number and/or portion of the Trust Certificates to be transferred (the “Offered Trust Certificates”), (2) the date of the proposed Transfer, (3) the identity of the proposed transferee, (4) the consideration, if any, to be received upon such Transfer and the terms of payment (such price and terms of payment referred to collectively as the “Offering Price”), (5) a description of the nature of the proposed Transfer and (6) a copy of any written documents embodying an offer to purchase the Offered Trust Certificates. Once the Trustees have received such notice which meets each of the requirements set forth in the foregoing sentence, the

Trustees shall promptly notify in writing all Qualified Beneficiaries (as defined in Section 5.09(g)) of such notice and the details thereof. Such written notice by the Transferring Beneficiary shall be accompanied by the Offered Trust Certificates, together with transfer instruments executed in blank sufficient to effect the transfer of all of the Offered Trust Certificates, if purchased pursuant to this Section 5.03, which shall be held by the Trustees for delivery for the account of the Transferring Beneficiary if a sale is effected.

(b) Purchase Options . The written notice by the Transferring Beneficiary under Section 5.03(a) shall constitute an offer to sell, and the Qualified Beneficiaries shall have the option to purchase, the Offered Trust Certificates in the sequence and in the manner specified in Section 5.09, at a purchase price equal to the lesser of (i) the Offering Price, which shall be payable on the terms provided by the Offering Price, or (ii) the Purchase Price determined in accordance with Section 5.10, which shall be payable on the terms provided under Section 5.11.

(c) Lapse . Upon the lapse in whole or in part of the options described in this Section 5.03, the Transferring Beneficiary shall be free to offer or transfer any part or all of the Offered Trust Certificates not purchased by the Qualified Beneficiaries to the transferee identified in the notice required by Section 5.03(a) at a price not less than, nor terms of payment more lenient than, the Offering Price for a period of thirty (30) days thereafter without restriction, but after such period the restrictions of this Agreement shall again apply.

(d) Non-Cash Consideration as Part of Offering Price . In the event that the Offering Price involves consideration other than cash or one or more promissory notes (“Other Consideration”), then the value of such Other Consideration shall be payable in cash by the Qualified Beneficiaries exercising options as part of the Offering Price. The value of such Other Consideration shall be determined by unanimous agreement of all Qualified Beneficiaries and

the Transferring Beneficiary, or if no such unanimous agreement can be reached, based on an appraisal thereof provided by such bank, trust company, appraisal firm or investment banking firm as shall be promptly selected by the Qualified Beneficiaries desiring to exercise the options to purchase and the Transferring Beneficiary. The Transferring Beneficiary shall supply all information necessary to allow the appraiser to perform the appraisal and the appraiser shall be instructed to complete the required appraisal report within thirty (30) days. All costs of the appraisal shall be shared equally by the Transferring Beneficiary, on the one hand, and the Qualified Beneficiaries desiring to exercise the options to purchase (who shall share their half of any appraisal fees pro rata in proportion to the amounts to be paid by such Qualified Beneficiaries for Offered Trust Certificates), on the other hand. The value of the Other Consideration determined by the appraiser shall be final and binding upon all parties to the particular transaction, free of challenge or review in any court; provided, however, that the Transferring Beneficiary shall have five (5) days after receipt of the appraisal to withdraw the offer to sell the Offered Trust Certificates to the Company and Qualified Beneficiaries and the third-party purchaser identified in the notice required by Section 5.03(a); provided further, that each of the electing Qualified Beneficiaries shall have five (5) days after receipt of the appraisal to withdraw the exercise of any purchase option hereunder. In the event that such appraisal shall be necessary, the options of the Qualified Beneficiaries arising under this Section 5.03 shall be extended for an additional period sufficient to complete such appraisal.

5.04 Transfer By Pledge or Grant of Security Interest.

A Beneficiary may not pledge or grant a security interest in any of his Trust Certificates unless such pledge or grant is first approved by the Trustees in writing, which approval may be withheld by the Trustees for any or no reason. If the Trustees approve any such pledge or grant,

then (a) the Trust Certificates subject to such pledge or security interest (the “Pledged Trust Certificates”) shall remain subject to the terms and provisions of the Agreement, (b) the pledgee or secured party shall be subject to all of the terms and provisions of this Agreement as though such pledgee or secured party was a party hereto, (c) such Beneficiary shall provide the Trustees a copy of any written documents relating to such pledge or security interest and (d) the pledging Beneficiary shall continue to be subject to all of the terms and provisions of this Agreement with respect to his interest in such Pledged Trust Certificates. The approval required in this Section 5.04 shall be prospective only and shall not invalidate any pledge in effect as of the date hereof, but shall apply to any renewal thereof.

5.05 Voluntary Transfer by Gift.

(a) Notice to Trustees . If a Beneficiary (the “Donor Beneficiary”) should decide to effect a voluntary Transfer by way of gift, other than by a Permitted Transfer under Section 5.02, to any person of all or part of any Trust Certificates during the Donor Beneficiary’s lifetime, the Donor Beneficiary shall first give thirty (30) days written notice to the Trustees of such intent to Transfer all or part of such Trust Certificates, which notice shall specify the proposed donee or donees and the number and/or portion of the Trust Certificates (the “Gift Trust Certificates”) to be transferred to each donee. The Trustees shall promptly notify in writing all Beneficiaries of such notice and the details thereof. Such written notice by the Donor Beneficiary shall be accompanied by the Gift Trust Certificates, together with transfer instruments executed in blank sufficient to effect the transfer of all of the Gift Trust Certificates, if purchased pursuant to this Section 5.05, which shall be held by the Trustees in trust for delivery to the purchasers of the Gift Trust Certificates, or the designated donees, as the case may be.

(b) Purchase Options . The written notice by the Donor Beneficiary pursuant to Section 5.05(a) shall constitute an offer to sell, and the Qualified Beneficiaries shall have the option to purchase, the Gift Trust Certificates in the sequence and in the manner specified in Section 5.09, at a price equal to the Purchase Price determined under Section 5.10 and on payment terms as provided under Section 5.11.

(c) Lapse . Upon lapse in whole or in part of the options described in this Section 5.05, the Donor Beneficiary shall be free to Transfer by gift any part or all of such Gift Trust Certificates not purchased by the Qualified Beneficiaries to the donees designated in the notice to the Trustees under Section 5.05(a) for a period of thirty (30) days thereafter without restriction, but after such period the restrictions of this Agreement shall again apply.

5.06 Involuntary Transfer.

(a) Notice of Involuntary Transfer . Whenever a Beneficiary (the “Involuntary Transfer Beneficiary”) has any notice or knowledge of (i) any attempted, impending or consummated involuntary Transfer of, or (ii) any foreclosure or any other enforcement action with respect to any lien, security interest, charge or other encumbrance on, whether by operation of law or otherwise, all or any part of his or her Trust Certificates (collectively referred to as an “Involuntary Transfer”), the Involuntary Transfer Beneficiary shall give immediate written notice thereof to the Trustees. Such notice shall specify, to the extent known by such Involuntary Transfer Beneficiary: (1) the number and/or portion of the Trust Certificates subject to the Involuntary Transfer (the “Involuntary Transfer Trust Certificates”), (2) the date of the Involuntary Transfer, (3) the identity of the proposed purchaser or transferee (the “Involuntary Purchaser”), (4) a description of the nature of the Involuntary Transfer, and (5) a copy of any written documents relating to the Involuntary Transfer. The Trustees shall promptly notify in

writing all Beneficiaries of such notice and the details thereof. The written notice by the Involuntary Transfer Beneficiary shall be accompanied by the Involuntary Transfer Trust Certificates, together with transfer instruments executed by the Involuntary Transfer Beneficiary and, if such Trust Certificates are Pledged Trust Certificates, by the pledgee or secured party, in blank sufficient to effect the transfer of all of the Involuntary Transfer Trust Certificates, if purchased pursuant to this Section 5.06, which shall be held by the Trustees in trust for delivery to the purchasers of the Involuntary Transfer Trust Certificates if a sale is effected. Whenever the Trustees or any other Beneficiary has any notice or knowledge of any such attempted, impending or consummated Involuntary Transfer, it may give written notice thereof to the Involuntary Transfer Beneficiary. In the case of any Involuntary Transfer, the Involuntary Transfer Beneficiary agrees forthwith to disclose to the Trustees all pertinent information in his possession relating thereto.

(b) Options to Purchase . Upon receipt of a written notice by the Trustees under Section 5.06(a) of an Involuntary Transfer, or, if no such notice is provided, at the time the Trustees become aware that a Trust Certificate has been subjected to any Involuntary Transfer, the Qualified Beneficiaries shall, in the sequence and in the manner specified in Section 5.09, have the option to purchase the Involuntary Transfer Trust Certificates, whether from the Involuntary Transfer Beneficiary or the Involuntary Purchaser or any other transferee who or which may have ownership of such Involuntary Transfer Certificates, at a price equal to the Purchase Price determined under Section 5.10 and on payment terms as provided under Section 5.11, and the Involuntary Transfer Trust Certificates so purchased shall in every case be free and clear of such Involuntary Transfer.

(c) Lapse . Upon the lapse in whole or in part of the options described in this Section 5.06, any part or all of the Involuntary Transfer Trust Certificates not purchased pursuant to the foregoing provisions of this Section 5.06 may be transferred to the Involuntary Purchaser for a period of thirty (30) days thereafter without restriction, but after such period the restrictions of this Agreement shall again apply.

5.07 Death of a Beneficiary.

(a) Permitted Testamentary Transfer . In the event of the death of a Beneficiary (“Deceased Beneficiary”), the personal representative of the estate of the Deceased Beneficiary or another fiduciary appointed under a revocable trust of the Deceased Beneficiary (the “Deceased Beneficiary Trust Fiduciary”) may Transfer all or any part of the Trust Certificates of the Deceased Beneficiary pursuant to the terms of the Deceased Beneficiary’s Last Will and Testament and/or other estate planning documents or pursuant to the laws of intestacy (if applicable) of the state of which the Beneficiary shall have been a resident on the date of his or her death to anyone to whom the Deceased Beneficiary could have made a Permitted Transfer during such Deceased Beneficiary’s life under Section 5.02 of this Agreement ( a “Permitted Testamentary Donee”); provided, however, that the Trust Certificates so transferred shall continue to be subject to all of the terms and conditions of this Agreement, including Section 5.09(f) (each such Transfer, a “Permitted Testamentary Transfer”).

(b) Notice to Trustees . Prior to the Trust Certificates of the Deceased Beneficiary passing pursuant to the terms of the Deceased Beneficiary’s Last Will and Testament and/or other estate planning documents or pursuant to the laws of intestacy (if applicable) of the state of which the Deceased Beneficiary shall have been a resident on the date of his or her death, the personal representative of the estate of the Deceased Beneficiary or the Deceased

Beneficiary Trust Fiduciary shall first give thirty (30) days written notice to the Trustees specifying the proposed donee or donees and the number and/or portion of the Trust Certificates (the “Deceased Beneficiary’s Trust Certificates”) to be transferred to each donee. If any such donees are not Permitted Testamentary Donees of such Deceased Beneficiary, (i) the Trustees shall promptly notify in writing all Beneficiaries of such notice and the details thereof and (ii) such written notice by the personal representative of the estate of the Deceased Beneficiary or the Deceased Beneficiary Trust Fiduciary shall be accompanied by the Deceased Beneficiary’s Trust Certificates, together with transfer instruments executed in blank sufficient to effect the transfer of all of the Deceased Beneficiary’s Trust Certificates, if purchased pursuant to this Section 5.07, which shall be held by the Trustees in trust for delivery to the purchasers of the Deceased Beneficiary’s Trust Certificates, or the designated donees, as the case may be.

(c) Purchase Options . If any of the donees to whom the Deceased Beneficiary proposes to Transfer the Deceased Beneficiary’s Trust Certificates are not Permitted Testamentary Donees of the Deceased Beneficiary, the written notice by the personal representative of the estate of the Deceased Beneficiary or the Deceased Beneficiary Trust Fiduciary shall constitute an offer to sell, and the Qualified Beneficiaries shall have the option to purchase, the Deceased Beneficiary’s Trust Certificates, in the sequence and in the manner specified in Section 5.09, at a price equal to the Purchase Price determined under Section 5.10 and on payment terms as provided under Section 5.11.

(d) Lapse . Upon lapse in whole or in part of the options described in this Section 5.07, the personal representative of the Deceased Beneficiary or the Deceased Beneficiary Trust Fiduciary shall be free to Transfer any part or all of such Deceased

Beneficiary’s Trust Certificates not purchased by the Qualified Beneficiaries to the donees designated in the notice to the Trustees under Section 5.07(a).

5.08 Termination of Marital Relationship.

(a) Beneficiary-Spouse Option . If the marital relationship of a Beneficiary and such Beneficiary’s spouse (the “Spouse”) is terminated by the death of the Spouse or by divorce and if the Beneficiary does not receive, or succeed to, all interests of the Spouse in the Trust Certificates acquired through marital property or community property laws or otherwise, whether by testamentary disposition, operation of law, property settlement agreement, court order or otherwise, then such Beneficiary will have the option to purchase any part or all of the Spouse’s interest in the Trust Certificates and the Spouse or the personal representative of the Spouse’s estate, as the case may be, shall be obligated to sell such interest in the Trust Certificates at a price equal to the Purchase Price determined under Section 5.10 and on payment terms as provided under Section 5.11.

(b) Exercise of Option . If such Beneficiary elects to purchase the Spouse’s interest in the Trust Certificates in whole or in part, he shall signify such election and that portion of the Spouse’s interest in the Trust Certificates to be purchased by written notice delivered to the Spouse or the personal representative of the Spouse’s estate, and to the Trustees, within sixty (60) days after the date of the Spouse’s death or date of divorce.

(c) Options to Purchase . If such Beneficiary fails to exercise such option in full within such sixty (60) day period (or if such option shall be held to be invalid or unenforceable), the Qualified Beneficiaries shall, in the sequence and manner specified in Section 5.09, have the option to purchase, at a price equal to the Purchase Price determined under Section 5.10 and on payment terms as provided under Section 5.11, that portion of the

Spouse’s interest in the Trust Certificates not purchased by such Beneficiary pursuant to the option described in Section 5.08(a); provided, however, that written notice of the exercise of an option shall be delivered within the applicable option period to the Spouse, or to the personal representative of the Spouse’s estate, and to the Trustees.

(d) Closing . At the time of closing, the Trust Certificates so purchased (if any such certificates shall then be registered in the name of the Spouse or the personal representative of the Spouse’s estate) shall be transferred of record to the purchaser thereof. The purchaser shall pay to the Spouse or the personal representative of the Spouse’s estate the Purchase Price in the manner provided in Section 5.11.

(e) Lapse . Upon lapse in whole or in part of the options described in this Section 5.08, the Spouse or the personal representative of the Spouse’s estate shall continue to be bound by the provisions of this Agreement with respect to any interest in any part or all of the Trust Certificates not purchased pursuant to this Section 5.08; provided, however, that the personal representative may Transfer, upon thirty (30) days written notice to the Trustees specifying the terms of such Transfer, including the identity of the proposed transferees, any part or all of such unpurchased Trust Certificates pursuant to the terms of the Spouse’s Last Will and Testament and/or other estate planning documents or pursuant to the laws of intestacy (if applicable) of the state of which the Spouse shall have been a resident on the date of her death (the transferee and all other persons in the chain of title from the Spouse being referred to hereinafter in this Section 5.08(e) as “Transferee”); provided further, that all interests in the Trust Certificates so transferred shall continue to be subject to all of the terms and conditions of this Agreement, including Section 5.09(f). The obligations of a Beneficiary, the personal representative of a Deceased Beneficiary or the Deceased Beneficiary Trust Fiduciary to sell or

to offer to sell Trust Certificates pursuant to this Agreement shall include an obligation on the part of such Beneficiary’s Spouse, the personal representative of the Spouse’s estate, or the Transferees to sell or to offer to sell the interest in the Trust Certificates owned by such person in the same manner and upon the same terms and conditions. In the absence of a court order, the Trustees shall have no obligation to cause the Trust Certificates owned by the Spouse, the personal representative of the Spouse’s estate or the Transferees to be registered in such person’s name if such Trust Certificates are at such time registered in the name of a Beneficiary. No Transferee, as defined in this Section 5.08(e), shall be deemed a Beneficiary entitled to exercise any of the options to purchase Trust Certificates described in this Agreement except with the unanimous written consent of the Beneficiaries.

5.09 Provisions Related to Exercise of Purchase Options.

(a) Options by Qualified Beneficiaries . In the event that any Section of this Agreement provides that certain Beneficiaries shall have the option to acquire the Trust Certificates or any interest in Trust Certificates held by any person (each of whom is referred to as “Seller” in this Section 5.09) in the sequence and in the manner specified in this Section 5.09, such options shall be exercisable as follows:

(i) For a period of thirty (30) days after the Option Commencement Date, as defined in Section 5.09(b), each of the Qualified Beneficiaries shall have an irrevocable option to elect to purchase a portion of the Option Trust Certificates to which such option applies determined by multiplying the total number of shares of Stock evidenced by the Option Trust Certificates by a fraction, the numerator of which is the total number of shares of Stock evidenced by the Trust Certificates held by such Qualified

Beneficiary on the Option Commencement Date and the denominator of which is the total number of shares of Stock evidenced by the Trust Certificates held by all of the Qualified Beneficiaries on such date. “Option Trust Certificates” means the Trust Certificates or an interest therein subject to a purchase option by the Qualified Beneficiaries under this Section 5.09.

(ii) If, within the option period provided in Subsection (i) above, any Qualified Beneficiary fails to exercise such option in full, the Trustees shall, within five (5) days after the expiration of the thirty (30) day option period in such Subsection, notify the other Qualified Beneficiaries of such circumstance. For a period of fifteen (15) days after such notice, each of such other Qualified Beneficiaries shall have an irrevocable option to purchase any part or all of such remaining Option Trust Certificates. If more than one remaining Qualified Beneficiary desires to exercise such option, each shall be entitled to purchase that portion of such remaining Option Trust Certificates equal to the lesser of (x) that portion of the remaining Option Trust Certificates for which such Qualified Beneficiary has exercised his or her option under this Subsection (ii) or (y) that portion of the remaining Option Trust Certificates determined by multiplying the total number of shares of Stock evidenced by the Option Trust Certificates not purchased under Subsection (i) by a fraction, the numerator of which is the

27 total number of shares of Stock evidenced by the Trust Certificates held by such Qualified Beneficiary on the date of such notice and the denominator of which is the total number of shares of Stock evidenced by the Trust Certificates held by all of the Qualified Beneficiaries exercising an option under this Subsection (ii) on such date.

(iii) If, after the option period provided in Subsection (ii) above, any portion of any Option Trust Certificates remain unpurchased and the options exercised by one or more Qualified Beneficiaries under Subsection (ii) are not satisfied in full, then each Qualified Beneficiary who exercised his option under such Subsection for not less than the portion of the Option Trust Certificates determined under clause (y) thereof for such Beneficiary shall have the option to purchase the remaining portion of such Option Trust Certificates in the same manner as provided in Subsection (ii). This Subsection (iii) shall apply for as many rounds of options as are required to either result in the purchase of all Option Trust Certificates or satisfy in full all options exercised by Qualified Beneficiaries.

(b) Option Commencement Date . For purposes of this Agreement, the term “Option Commencement Date” shall mean the later of (i) the date that the Purchase Price is determined pursuant to Section 5.10, if the Option Trust Certificates may be or are required to be

28 purchased at such Purchase Price, or (ii) the Valuation Date, as defined in clauses (i) through (vii), inclusive, of Section 5.10(b).

(c) Exercise of Option . If a Qualified Beneficiary desires to exercise in whole or in part an option to purchase all or part of any Option Trust Certificates under this Agreement, the Qualified Beneficiary shall signify such exercise and the portion of the Option Trust Certificates to be purchased by such party by delivering written notice to the Trustees (and, in the case of a purchase under Section 5.08, to the Spouse or the personal representative of the Spouse’s estate) within the applicable option period under this Agreement, together with such consideration, if any, required at that time by the Section of this Agreement under which such option arises. Upon receipt of a notice to exercise an option, the Trustees shall promptly transmit the notice to the Seller. The Qualified Beneficiaries may exercise their respective purchase options in full or in part with respect to any of the Option Trust Certificates subject to purchase and none of such options shall lapse merely because options are exercised with respect to less than all of such Option Trust Certificates.

(d) Exercise of Options by Agreement . If all Qualified Beneficiaries holding options to purchase Option Trust Certificates under Section 5.09(a) agree on the manner in which the Option Trust Certificates shall be purchased, they may notify the Trustees of the portion of such Option Trust Certificates to be purchased by each of such purchasing Qualified Beneficiaries.

(e) Assignment of Option . Any Permitted Transferee may assign his or her right to exercise any option provided in this Agreement to any Beneficiary from whom, directly or indirectly, such transferee acquired Trust Certificates.

29 (f) Transferees Subject to Agreement . Trust Certificates transferred under any of the provisions of this Agreement, whether by reason of the lapse of options under this Agreement or otherwise, to any person who is not a party to this Agreement shall continue to be subject to all of the terms and conditions of this Agreement.

(g) Qualified Beneficiaries . For purposes of this Agreement, the term “Qualified Beneficiaries” shall mean all Beneficiaries other than those persons specifically excluded from such term in this Section 5.09(g) or by the applicable Section of this Agreement. The term “Qualified Beneficiaries” shall not include with respect to a given Transfer a Transferring Beneficiary, a Pledging Beneficiary, a Donor Beneficiary, an Involuntary Transfer Beneficiary, the estate of a Deceased Beneficiary, a Terminating Beneficiary, a Withdrawing Beneficiary, an Affected Beneficiary, or, for purposes of Section 5.08, the Beneficiary who was married to the Spouse.

(h) Transferees as Beneficiaries . Except as provided in Section 5.08(e), any transferee of Trust Certificates who becomes subject to this Agreement by its terms shall be deemed to be a “Beneficiary” for all the purposes of this Agreement.

(i) Lapse of Options . All unexercised options under this Section 5.09 shall be deemed to lapse at the end of the applicable option periods.

5.10 Purchase Price.

(a) Determination of the Purchase Price .

(i) Non-public Securities . Except as set forth in Sections 5.10(a)(ii) and 5.10(a)(iii) below, the Purchase Price for a Trust Certificate or portion thereof which represents shares of the Company’s common stock (of any class or series) which are not shares of Restricted Stock shall be equal to the per share value of the Company’s Class

30 A Common Stock, $.025 par value (the “Class A Common Stock”), as most recently determined by independent appraisers selected by the Company to appraise the value of the Class A Common Stock, multiplied by the number of shares of Stock (which are not shares of Restricted Stock) represented by such Trust Certificate. Except as set forth in Section 5.10(a)(ii) below, the Purchase Price for a Trust Certificate or portion thereof which represents securities of the Company other than shares of the Company’s common stock shall be equal to the per security value of such security, as most recently determined by independent appraisers selected by the Company to appraise the value of such security, multiplied by the number of such securities represented by such Trust Certificate. If no independent appraisal has been performed for the common stock or other securities of the Company in question within one (1) year prior to the applicable Valuation Date, then the Purchase Price shall be determined by agreement of the Trustees and the Beneficiary who wishes to Transfer his or her Trust Certificates, failing which the Trustees and such Beneficiary shall submit the matter of the determination of the Purchase Price to an independent appraiser agreed upon by the Trustees and such Beneficiary whose fees shall be shared equally by the Trust and such Beneficiary, and the decision of such appraiser shall be final and binding on all parties.

31 (ii) Public Securities . Notwithstanding anything contained in Section 5.10(a)(i) above and except as set forth in Section 5.10(a)(iii) below, if on the Valuation Date any type or class of security of the Company, including shares of the Company’s common stock (of any class or series), is traded on a national securities market or exchange, the Purchase Price for a Trust Certificate or portion thereof which represents securities of such class or type shall be (A) either (1) if such class or type of security is traded on a national securities market, the average of the last per security sale price on each of the twenty (20) Trading Days preceding the Valuation Date or (2) if such class or type of security is traded on a national securities exchange, the average of the per security closing price on each of the twenty (20) Trading Days preceding the Valuation Date, in each case multiplied by (B) the number of such securities represented by such Trust Certificate. The term “Trading Day” means, with respect to a given security of the Company, a day on which such security is traded on either a national securities market or exchange, as applicable.

(iii) Restricted Stock . Notwithstanding anything contained in Sections 5.10(a)(i) and 5.10(a)(ii), for all purposes hereof, the Purchase Price for a Trust Certificate or portion thereof which represents shares of Restricted Stock shall be equal to the per share price at which the Company has a right of first refusal to purchase shares

32 of Restricted Stock pursuant to the Harry V. Quadracci Restricted Stock Plan dated July 28, 1980, as amended from time to time, multiplied by the number of shares of Restricted Stock represented by such Trust Certificate.

(b) Valuation Date . For the purposes of this Section 5.10, the “Valuation Date” shall be the following date: (i) in the case of a Transfer to which Section 5.03 applies, the date of receipt by the Trustees of the notice from the Transferring Beneficiary which meets all of the requirements set forth in the second sentence of Section 5.03(a); (ii) in the case of a Transfer to which Section 5.05 applies, the date of receipt by the Trustees of the notice from the Donor Beneficiary; (iii) in the case of a Transfer to which Section 5.06 applies, the date of receipt by the Trustees of notice of the Involuntary Transfer referred to in such Section, or, if no such notice is provided, at the time the Trustees become aware that a Trust Certificate has been subjected to an Involuntary Transfer; (iv) in the case of a Transfer to which Section 5.07 applies, the date the Trustees receive notice from the personal representative of the estate of the Deceased Beneficiary or the Deceased Beneficiary Trust Fiduciary; (v) in the case of a Transfer to which Section 5.08 applies, the earlier of the end of the sixty (60) day period described in Section 5.08(b) or the date the option granted to the Beneficiary under Section 5.08(a) is held to be invalid or unenforceable; (vi) in the case of a Transfer to which Section 7.01 applies, the date of receipt by the Trustees of the Affected Beneficiary’s request for withdrawal; and (vii) in the case of a Transfer to which Section 7.04 applies, the date of receipt by the Trustees of the Withdrawing Beneficiary’s request for withdrawal.

5.11 Terms of Payment . Whenever this Agreement provides that a Beneficiary or the Trust shall, or may elect to, purchase Trust Certificates at the Offering Price, if applicable,

or the Purchase Price determined under Section 5.10 and/or upon the terms specified in this Section 5.11, payment of the Offering Price or Purchase Price, as the case may be, shall be made as follows:

(a) Payments at Closing . All payments provided for under this Section 5.11 to be made at closing shall be made in cash or other immediately available funds or by bank cashier’s or certified check.

(b) Closing . After all option periods under the applicable Sections of this Agreement have expired, and as soon as practicable after the Offering Price and/or the Purchase Price have been determined, the Trustees shall give written notice to all interested parties of the business day and hour more than fifteen (15) days after the date of such notice, but within thirty (30) days after the date of such notice, for the closing of the purchase of Trust Certificates at the principal office of the Trust (“Closing Date”). At the time of closing, so specified, the Trust Certificates being purchased shall be transferred of record to the purchasers against payment to the seller(s) of the Offering Price or the Purchase Price.

5.12 Public Company Registration . If the Trustees, within fifteen (15) days of their receipt of notice of any proposed Transfer of all or part of any Trust Certificate permitted under this Article V determine that the consummation of such proposed Transfer is likely to result in a Public Offering, then such proposed Transfer shall constitute an offer to sell all or such part of such Trust Certificate to the Trust at the lessor of the Offering Price, if applicable, or the Purchase Price determined under Section 5.10 and on payment terms as provided in Section 5.11 (the “Offer to Sell”). The Trust shall signify its acceptance of the Offer to Sell by written notice (the “Acceptance Notice”) to the Beneficiary proposing such Transfer within fifteen (15) days after receipt of the Offer to Sell. The Trust’s right to purchase all or part of such Trust

Certificate pursuant to the Offer to Sell shall have priority over any other purchase right or option set forth herein. For a period of ten (10) days following receipt of the Acceptance Notice, such Beneficiary may elect to withdraw such Trust Certificate from both the Offer to Sell and the proposed Transfer by written notice to that effect to the Trustees. The Trustees may assign their rights under this Section 5.12 to the Company if they deem it prudent in effectuating the purpose of this Section 5.12.

5.13 Expenses . Except as set forth in Section 5.10(a), all extraordinary expenses incurred by the Trustees under this Article V shall be the responsibility of the Beneficiary proposing or required to make a Transfer hereunder.

ARTICLE VI
ELECTION AND REMOVAL OF TRUSTEES

6.01 Initial Trustee . The Initial Trustee shall be Harry V. Quadracci who shall hold office until he resigns, dies or becomes incapacitated.

6.02 Family Trustees . Upon the resignation, death or incapacity of the Initial Trustee, the following persons shall be appointed and act as the Trustees hereunder: Elizabeth E. Quadracci, H. Richard Quadracci, Kathryn Quadracci Flores, James Joel Quadracci, Elizabeth M. Quadracci, Thomas A. Quadracci and Leonard J. Quadracci (each a “Family Trustee” and collectively, the “Family Trustees”) (such appointment subject to the unilateral ability of the Initial Trustee to amend this Agreement as provided in Section 7.01(a)). Each Family Trustee shall hold office until he or she resigns, dies, becomes incapacitated or is removed in accordance with Section 6.04 or, with respect to Thomas A. Quadracci or Leonard J. Quadracci only, is no longer a full-time employee of the Company or any Subsidiary of the Company. The term “Subsidiary” as used herein means any corporation, association, partnership, joint venture or other business entity of which more than fifty percent (50%) of the voting stock or other equity

interests is owned or controlled directly or indirectly by the Company, one or more of the Subsidiaries of the Company or any combination thereof.

6.03 Appointment of Successor Group Trustees.

(a) Creation of Groups . For purposes of appointing successor Trustees hereunder, the following groups will be established (each a “Group”): one group comprised of H. Richard Quadracci, his then current spouse, if any, his lineal descendants, the spouses of such descendants and trusts of which any of the foregoing persons is a beneficiary (the “H. Richard Group”); another group comprised of Kathryn Quadracci Flores, her then current spouse, if any, her lineal descendants, the spouses of such descendants and trusts of which any of the foregoing persons is a beneficiary (the “Kathryn Q. Group”); another group comprised of James Joel Quadracci, his then current spouse, if any, his lineal descendants, the spouses of such descendants and trusts of which any of the foregoing persons is a beneficiary (the “James Joel Group”); and another group comprised of Elizabeth M. Quadracci, her then current spouse, if any, her lineal descendants, the spouses of such descendants and trusts of which any of the foregoing persons is a beneficiary (the “Elizabeth M. Group”). Each Group shall be entitled to appoint a successor Trustee (a “Group Trustee”) upon the end of the term of the respective Family Trustee. Each Group Trustee shall hold office until he or she resigns, dies, becomes incapacitated or is removed from office in accordance with Section 6.04. Upon the end of the term of any Group Trustee, the Beneficiaries of the Group which had appointed such Group Trustee shall be entitled to appoint a successor Group Trustee in accordance with Section 6.03(b). If the Beneficiaries of any Group do not appoint a successor Group Trustee within thirty (30) days after the end of the term of the Family Trustee or Group Trustee formerly representing such Beneficiaries, the affairs of the Trust shall be conducted by the other Trustees under this Agreement as if such vacancy did not exist; provided, however, that the Beneficiaries of such

Group may appoint a successor Group Trustee in accordance with Section 6.03(b) (provided that the conditions set forth in Section 6.03(c) are satisfied) at any time thereafter. There shall be no successor Trustee to Elizabeth E. Quadracci, Thomas A. Quadracci or Leonard J. Quadracci.

(b) Required Vote . The appointment, or removal pursuant to Section 6.04, of a Group Trustee for a given Group shall be made by affirmative vote of a majority of votes entitled to be cast by the lineal descendants by birth of the person after whom such Group is named who have reached the age of majority as determined under the laws of their respective states of legal residence (“Qualified Descendants”). Each Qualified Descendant shall be entitled to cast such number of votes as is equal to the number of shares of Stock represented by the Trust Certificates held by such Qualified Descendant and the number of shares of Stock represented by Trust Certificates held by the trustees of Qualified Trusts of which such Qualified Descendant is a beneficiary. When a Qualified Trust has more than one beneficiary who are Qualified Descendants, the majority vote of the beneficiaries of such Qualified Trust who are Qualified Descendants shall determine the manner in which the votes represented by the Trust Certificates held by the trustees of such Qualified Trust shall be cast; provided, however, that in no circumstance shall the vote of Qualified Descendants of any living beneficiary of such Qualified Trust who is also a Qualified Descendant be counted in making such determination. The vote described in this Section 6.03(b) required to appoint or remove a Group Trustee is referred to herein as the “Required Vote.” For purposes of the appointment of the Group Trustees hereunder, the Trustees shall maintain a list of Qualified Descendents of each of H. Richard Quadracci, Kathryn Quadracci Flores, James Joel Quadracci and Elizabeth M. Quadracci, setting forth the total number of votes which each such Qualified Descendant is entitled to cast in respect of the appointment of a successor Group Trustee.

37 (c) Group Trustee Vacancies . In the event of a Group Trustee vacancy, such vacancy shall continue until the following two conditions are satisfied, at which time the applicable Group shall be entitled to appoint a Group Trustee to fill such vacancy in accordance with Section 6.03(b): (i) there is at least one Beneficiary in such Group (A) who is a Qualified Descendant of the person after whom such Group is named or (B) which is a trust for the benefit of a person who is a Qualified Descendant of the person after whom such Group is named, and (ii) the Beneficiaries comprising such Group hold in the aggregate Trust Certificates which represent at least 2% of the total Stock held hereunder.

6.04 Removal . Neither the Initial Trustee nor any of Elizabeth E. Quadracci, H. Richard Quadracci, Kathryn Quadracci Flores, James Joel Quadracci, Elizabeth M. Quadracci, Thomas A. Quadracci or Leonard J. Quadracci may be removed as a Trustee at any time, with or without cause. Any Family Trustee, other than the persons set forth in the preceding sentence, or Group Trustee may be removed by (i) the Required Vote of the Qualified Descendants of the person after whom the Group which was represented by such Family Trustee or which appointed such Group Trustee is named or (ii) by unanimous vote of the other Trustees. Removal shall not inhibit the rights of a Group to appoint a successor Trustee, since it is anticipated that each Group will be continuously represented by a Trustee except in the situations described in Section 6.03(c) above.

6.05 Eligibility . In order to be eligible for election to and continuation as a Trustee, an individual need not be a director of the Company or a Beneficiary.

6.06 Incapacitated . For purposes of this Article VI, a Trustee shall be deemed to be “incapacitated” (a) upon the appointment of a guardian for such Trustee by a court of competent jurisdiction of the state in which such Trustee is then a resident; or (b) by delivery to

the remaining Trustees hereunder, if any, otherwise to each of the Beneficiaries, of a written certification from each of two physicians duly licensed to practice medicine in the state in which the trustee is then a resident that such physician has examined such Trustee and that such Trustee is incapable of giving prompt, rational and prudent consideration to business and financial matters for reasons other than temporary physical or mental illness or injury and, if such Trustee is the Initial Trustee or a Family Trustee, the remaining Family Trustees unanimously determine in good faith that such Trustee is incapable of giving prompt, rational and prudent consideration to business and financial matters for reasons other than temporary physical or mental illness or injury.

6.07 Resignation . Any Trustee may resign at any time by giving written notice of his or her resignation to each remaining Trustee, or if there are none, to all Beneficiaries.

ARTICLE VII
AMENDMENT AND TERMINATION

7.01 Amendments . This Agreement may be amended, supplemented, restated or otherwise modified only in accordance with the applicable provisions set forth in Section 7.01(a) or 7.01(b) or pursuant to Section 9.04.

(a) Amendment by Initial Trustee . The Initial Trustee may, at any time and in his sole and absolute discretion, unilaterally amend, supplement, restate or otherwise modify this Agreement by providing written notice of such amendment, supplement, restatement or other modification (an “Amendment”) to each of the Beneficiaries. Such Amendment shall become effective on the date of such notice or such other date as specified in such notice without any further action required by the Initial Trustee or any of the Beneficiaries.

(b) Amendment by Trustees . Upon the resignation, death or incapacity of the Initial Trustee, the Trustees may amend, supplement, restate or otherwise modify this Agreement only in accordance with the following procedure:

(i) The proposed Amendment must be adopted by a unanimous vote of the Trustees at a time when the Family Trustee for each Group is in office or each Group entitled to elect a Group Trustee hereunder has done so. The Trustees shall give notice of the proposed Amendment to all Beneficiaries.

(ii) Beneficiaries holding Trust Certificates representing more than 50% of the Stock held by the Trustees hereunder (the “Required Percentage”) must approve the proposed Amendment within forty-five (45) days from the time of giving notice, otherwise, it will be deemed defeated; provided, however, that if the proposed Amendment affects any provision of this Agreement which requires the action of Beneficiaries holding Trust Certificates representing a greater percentage of the Stock held hereunder than the Required Percentage, such proposed Amendment must be approved by Beneficiaries holding Trust Certificates representing at least such greater percentage of the Stock held hereunder.

(c) Withdrawal by Affected Beneficiaries . If the Initial Trustee or the Trustees determine that any such Amendment materially adversely affects a particular Beneficiary or group of Beneficiaries (the “Affected Beneficiaries”), the Initial Trustee or the Trustees may, in his or their sole discretion, allow the Affected Beneficiaries to withdraw the

shares of Stock represented by the Trust Certificates held by them (the “Affected Stock”), but only if the Affected Beneficiaries request such withdrawal in writing within thirty (30) days following the giving of notice of such amendment by the Initial Trustee or Trustees. If the Initial Trustee or the Trustees agree to allow the Affected Beneficiaries to withdraw the Affected Stock, the Initial Trustee or Trustees shall promptly forward such request to all Qualified Beneficiaries. Such request shall constitute an offer by each Affected Beneficiary to sell the portion of such Affected Beneficiary’s Trust Certificates representing his or her pro rate share of the Affected Stock to the Qualified Beneficiaries in the sequence and in the manner specified in Section 5.09 and at a purchase price equal to the Purchase Price determined in accordance with Section 5.10, which Purchase Price shall be payable on the terms provided under Section 5.11. Such request by the Affected Beneficiaries shall be accompanied by the Trust Certificates representing his or her pro rata share of the Affected Stock, together with transfer instruments executed in blank sufficient to effect the transfer of such Trust Certificates if purchased pursuant to such offer, which shall be held by the Initial Trustee or the Trustees for delivery for the account of the Affected Beneficiaries if a sale is effected. After the exercise and/or lapse of the options set forth in Section 5.09, the Initial Trustee or Trustees shall allow the Affected Beneficiaries to withdraw from the Trust any part or all of the Affected Stock not represented by the Trust Certificates purchased by the Qualified Beneficiaries hereunder; provided, however, that prior to and as a condition of such withdrawal the Initial Trustee or Trustees shall, if any of the shares of the Affected Stock are not shares of Class A Common Stock (as defined in Section 5.10(a)), convert such shares of Affected Stock into shares of Class A Common Stock in accordance with the Company’s Restated Articles of Incorporation, as amended from time to time.

7.02 Term . The original term of this Trust began on September 1, 1982 and shall terminate upon the death of the last Family Trustee; provided, however, that the term of this Trust may be extended for an indefinite number of successive ten (10) year terms upon a unanimous vote of the Trustees taken prior to the end of the original term of this Trust or the end of any such successive term.

7.03 Termination . This Agreement may only be terminated by the unanimous vote of the Trustees and the Beneficiaries holding Trust Certificates representing at least two thirds of the Stock held hereunder. This Agreement shall automatically terminate (a) at such time as none of the Stock held by the Trustees under this Agreement possess voting rights, (b) upon the sale, dissolution or liquidation of the Company, or the sale of substantially all of its assets, (c) upon a merger, reorganization, combination or exchange of stock involving the Company which results in the securities held under this Agreement constituting less than ten percent (10%) of the votes entitled to be cast in an election of directors of the surviving or successor entity, and (d) at the end of the original or any successive term of this Trust unless such term is extended in accordance with Section 7.02.

7.04 Withdrawal of Stock.

(a) De Minimus Amount . Any Beneficiary (a “Withdrawing Beneficiary”) may submit a written request to the Trustees requesting that the Stock (the “Withdrawn Stock”) represented by Trust Certificates held in such Beneficiary’s name be withdrawn from the Trust; provided, however, that during any given calendar year no Beneficiary may request the withdrawal, pursuant to this Section 7.04(a), of shares of Stock which, when added to the number of shares of Stock previously withdrawn by such Beneficiary pursuant to this Section 7.04(a) during such calendar year, constitutes in the aggregate more than five percent (5%) of

the number of shares of Stock represented by Trust Certificates held in such Beneficiary’s name plus the number of shares of Stock previously withdrawn by such Beneficiary pursuant to this Section 7.04(a) during such calendar year. The Trustees shall promptly forward such request to all Qualified Beneficiaries. Such request shall constitute an offer by the Withdrawing Beneficiary to sell the portion of the Withdrawing Beneficiary’s Trust Certificates representing the Withdrawn Stock to the Qualified Beneficiaries in the sequence and in the manner specified in Section 5.09 and at a purchase price equal to the Purchase Price determined in accordance with Section 5.10, which Purchase Price shall be payable on the terms provided under Section 5.11. Such request by the Withdrawing Beneficiary shall be accompanied by the Trust Certificates representing the Withdrawn Stock, together with transfer instruments executed in blank sufficient to effect the transfer of such Trust Certificates if purchased pursuant to such offer, which shall be held by the Trustees for delivery for the account of the Withdrawing Beneficiary if a sale is effected. After the exercise and/or lapse of the options set forth in Section 5.09, the Trustees shall allow the Withdrawing Beneficiary to withdraw from the Trust any part or all of the Withdrawn Stock not represented by the Trust Certificates purchased by the Qualified Beneficiaries hereunder; provided, however, that prior to and as a condition to such withdrawal the Trustees shall, if any of the shares of the Withdrawn Stock are not shares of Class A Common Stock (as defined in Section 5.10(a)), convert such shares of Withdrawn Stock into shares of Class A Common Stock in accordance with the Company’s Restated Articles of Incorporation, as amended from time to time.

(b) Other Withdrawals . The Trustees, upon unanimous vote, may allow a Beneficiary to withdraw from the Trust any part or all of the Stock represented by Trust Certificates held in such Beneficiary’s name; provided however that if such withdrawal is by a

Beneficiary who is neither a member of any Group nor an Initial Trustee or a Family Trustee, prior to and as a condition to such withdrawal, the Trustees shall, if any of the shares of such Stock are not shares of Class A Common Stock, convert such shares of Stock into shares of Class A Common Stock in accordance with the Company’s Restated Articles of Incorporation, as amended from time to time. Any Beneficiary may also be required at any time, by unanimous action of all the Trustees or Beneficiaries, except any Beneficiary concerning whom the vote is being taken, to withdraw the shares of Stock represented by the Trust Certificates held by him or her.

7.05 Distribution Upon Termination . Whenever this Agreement shall terminate, the rights of all parties hereunder shall terminate, except the right of the Beneficiaries to their distributive share of the proceeds of the Trust as hereinafter provided in this Section. In the event this Agreement terminates, every Beneficiary, and in the event this Agreement terminates as to a withdrawing Beneficiary only, such Beneficiary, upon the payment of his or her pro rata share of the costs, expenses, disbursements and outlays of the Trustees, shall, upon surrender to the Trustees of his or her Trust Certificate or Certificates properly endorsed in blank, or upon such other receipt or voucher as the Trustees shall deem sufficient, be entitled to his or her pro rata portion of all property, securities and cash held by or for the Trustees hereunder. Beneficiaries, by the receipt of their respective pro rata portions or part of any property, securities or cash distributed by the Trustees, shall thereby release and discharge the Trustees, their agents and attorneys, from all liability and accountability under this Agreement of every kind, character and description whatsoever. The Trustees may make delivery or distribution of such stock, assets or other property pro rata to the person or persons whose names appear upon the books of the Trustees as the owners of the respective Trust Certificates and, in

making such delivery, they shall be fully protected notwithstanding that they do not require surrender or production of such Trust Certificates.

ARTICLE VIII
NOTICES

8.01 Notice . Every notice or request required or permitted herein to be given by any person shall be in writing and shall be deemed given (i) upon receipt, if delivered personally, or (ii) if mailed, upon deposit of such notice with the United States Postal Service by registered or certified mail, postage prepaid with return receipt requested, with proper postage and properly addressed: to such person’s most recent address as reflected in the records of the Trustees. In the case of any requirement in this Agreement that any notice be for any number of days, or that action be taken within any number of days after giving or receipt of such notice, such time periods shall be computed by excluding the first day (being the day of personal delivery or mailing of such notice) and including all succeeding days and the last day.

8.02 Waiver . Any notice required hereunder may be waived pursuant to a written document to that effect. Notice of any meeting will be deemed waived by all attending the meeting.

ARTICLE IX
MISCELLANEOUS

9.01 Interpretation . The Trustees may construe this Agreement, and their construction made in good faith shall be conclusive and binding upon the parties hereto, and the Trustees may make such regulations as in their judgment may be deemed necessary or proper to carry out the same properly and effectively.

9.02 Nonliability; Indemnity . No Trustee, Beneficiary or Secretary shall be liable to any person for any act or omission made in any capacity in connection with the Trust

hereunder, or the administration thereof, including acts or omissions of any agent, except for liability due to intentional or willful misconduct or misfeasance or breach of fiduciary duty. No Trustee, whether original or successor or substitute, shall at any time be required to give or file any bond in order to qualify or continue as such Trustee hereunder, unless the giving of such bond be directed by the Trustees, in which event the cost of such bond shall be considered and treated as an expense of the Trust. The Beneficiaries acknowledge that any actions by the Trustees or the Secretary hereunder are performed merely as an accommodation to the Beneficiaries. Consequently, the Beneficiaries hereby agree to and hereby do indemnify and hold harmless the Trustees and the Secretary, and their respective successors, assigns, and legal representatives, from any and all liabilities, damages, judgments, actions, causes of action, claims or demands or any costs or charges related thereto (including any attorneys’ fees), in any way arising from any action or inaction by the Trustees or Secretary in connection with any terms or conditions of this Agreement to the greatest extent permitted by law, except for any liability caused by intentional or willful misconduct or misfeasance or breach of fiduciary duty.

9.03 Severability . If any provision of this Agreement shall under any circumstances be deemed invalid or inoperative to any extent, it is agreed that such invalidity shall not invalidate the whole Agreement, but this Agreement shall be construed as not containing any provision or provisions so deemed invalid and inoperative, and the rights and obligations of the parties shall be construed and enforced accordingly.

9.04 Savings Provision . If at any time after the date hereof any law, statute, regulation, rule or case is enacted, passed or decided which affects the validity of any provision contained in this Agreement, such provision shall be automatically amended to the extent, and

only to such extent, as is necessary for such provision to comply with such law, statute, regulation, rule or case.

9.05 Counterparts; Filing of Agreement . This Agreement may be executed in counterparts by the initial Depositors and the Initial Trustee as originally constituted. This Agreement shall be effective as to each Depositor as of the date of execution of a counterpart hereof. At least one of such counterparts and a copy of all amendments to this Agreement shall be retained by each Depositor at all times and one of such counterparts and a copy of all amendments to this Agreement shall be retained by the Trustees at all times and one of such counterparts and a copy of all amendments to this Agreement shall be filed with the registered office of the Company.

9.06 Record of Beneficiaries . The Trustees shall maintain a record of the names and addresses of holders of Trust Certificates and the number and class of shares in respect of which such Trust Certificates where issued, and shall deposit a copy of such record with the registered office of the Company.

9.07 Lost, Stolen or Destroyed Certificates . In the event any Trust Certificate issued under this Agreement becomes mutilated, destroyed, stolen or lost, the Trustees shall issue duplicate Trust Certificates, which shall be so marked, and the Trustees may, as a condition precedent to the issuance of such duplicate Trust Certificates, require the applicant to furnish to them satisfactory evidence of such mutilation, destruction, theft or loss, together with such indemnity as the Trustees shall require.

9.08 Applicable Law . This Agreement and the rights of the Trust Certificate holder hereunder shall be governed, construed and interpreted in accordance with the laws of

Wisconsin or the laws of such other jurisdiction within the United States in which the Company or any successor thereto may hereafter be incorporated.

[THIS SPACE INTENTIONALLY LEFT BLANK]

IN WITNESS, WHEREOF the parties have executed this Agreement on the day and year indicated below.

DEPOSITORS	DATE OF EXECUTION	NUMBER OF SHARES DEPOSITED

/s/ Harry V. Quadracci

/s/ James Joel Quadracci

/s/ Betty Ewens Quadracci

/s/ Elizabeth Quadracci

/s/ Kathryn Quadracci Flores

INITIAL TRUSTEE		DATE OF EXECUTION

/s/ Harry V. Quadracci		April 29, 2000
Harry V. Quadracci

S-1

Exhibit 9.2

QUAD/GRAPHICS, INC.

FIRST AMENDMENT TO

AMENDED AND RESTATED
VOTING TRUST AGREEMENT

Dated as of

June 1, 2001

FIRST AMENDMENT TO

AMENDED AND RESTATED

VOTING TRUST AGREEMENT

Pursuant to the power reserved in Section 7.01 of the Quad/Graphics, Inc. Voting Trust Agreement between the signatories thereto, as Depositors, and Harry V. Quadracci, as Trustee (the “Initial Trustee”), originally dated September 1, 1982, and Amended and Restated April 29, 2000, (the “Voting Trust Agreement”), the Initial Trustee hereby amends the Voting Trust Agreement as hereinafter provided as of the 1st day of June, 2001.

The Voting Trust Agreement is hereby amended by deleting Section 1.08 in its entirety and inserting the following new Section 1.08:

“1.08 Trustees . The term “Trustees”, as used in this Agreement, shall include the Initial Trustee and, upon their appointment and/or election pursuant to Article VI, each successor Trustee.”

The Voting Trust Agreement is hereby amended by deleting Section 1.11 in its entirety.

The Voting Trust Agreement is hereby amended by deleting Article VI in its entirety and inserting the following new Article VI:

ARTICLE VI
ELECTION AND REMOVAL OF TRUSTEES

6.01 Initial Trustee . The Initial Trustee shall be Harry V. Quadracci who shall hold office until he resigns, dies or becomes incapacitated.

6.02 Successor Trustees . Upon the resignation, death or incapacity of the Initial Trustee, the four persons listed on a writing signed and dated by the Initial Trustee and in existence at his death (“Trustee Designation Form”) shall be appointed as the First Successor Trustees. If one or more of the First Successor Trustees does not become or ceases to be a Trustee, for any reason, the Second Successor Trustees listed on the Trustee Designation Form shall be appointed as successors to serve in the order named. In the event that conflicting

directions are contained in two or more Trustee Designation Forms executed by the Initial Trustee pursuant to this paragraph, the direction contained in the Trustee Designation Form of the most recent date shall control. All of these appointments subject to the unilateral ability of the Initial Trustee (i) to amend a Trustee Designation Form by signing and dating a new Trustee Designation Form and (ii) to amend this Agreement as provided in Section 7.01(a). Each Trustee shall hold office until he or she resigns, dies, becomes incapacitated or is removed in accordance with Section 6.03. There shall be four (4) Trustees at all times after the Initial Trustee ceases to serve. In the event that there are less than four (4) Trustees, and all of the trustees listed on the Trustee Designation Form, for any reasons, do not become or cease to be Trustees, the remaining Trustees shall unanimously appoint a sufficient number of Trustees so that there shall be four (4) Trustees. In the event that there are no Trustees, four (4) successor Trustees shall be appointed by the vote of the Beneficiaries holding Trust Certificates representing at least fifty percent (50%) of the Stock then held hereunder.

6.03 Removal . The Initial Trustee may not be removed as a Trustee at any time, with or without cause. Any other Trustee may be removed by unanimous vote of the other Trustees.

6.04 Eligibility . In order to be eligible for election to and continuation as a Trustee, an individual need not be a director of the Company or a Beneficiary. No person shall be eligible to serve, or shall serve, as Trustee who directly or indirectly owns, manages, operates or otherwise engages in (whether as proprietor, partner, stockholder, member, director, officer, employee, consultant, agent or otherwise) a business competitive with the business then being conducted by, or planned to be conducted by, the Company or any subsidiary or affiliate thereof; except that such person shall be permitted to own not more than 2% of the outstanding shares of any business whose shares are listed for trading on a securities exchange registered with the

Securities and Exchange Commission or the automated quotation system of a registered securities association.

6.05 Incapacitated . For purposes of this Article VI, a Trustee shall be deemed to be “incapacitated” (a) upon the appointment of a guardian for such Trustee by a court of competent jurisdiction of the state in which such Trustee is then a resident; or (b) by delivery to the remaining Trustees hereunder, if any, otherwise to each of the Beneficiaries, of a written certification from each of two physicians duly licensed to practice medicine in the state in which the Trustee is then a resident that such physician has examined such Trustee and that such Trustee is incapable of giving prompt, rational and prudent consideration to business and financial matters for reasons other than temporary physical or mental illness or injury and, if such Trustee is the Initial Trustee, the four (4) successors who would become Trustees if the Initial Trustee were to then cease to serve unanimously determine in good faith that the Initial Trustee is incapable of giving prompt, rational and prudent consideration to business and financial matters for reasons other than temporary physical or mental illness or injury.

6.06 Resignation . Any Trustee may resign at any time by giving written notice of his or her resignation to each remaining Trustee, or if there are none, to all Beneficiaries.

The Voting Trust Agreement is hereby amended by deleting Section 7.01(b)(i) in its entirety and inserting the following new Section 7.01(b)(i):

“(i) The proposed Amendment must be adopted by a unanimous vote of the Trustees. The Trustees shall give notice of the proposed Amendment to all Beneficiaries.”

The Voting Trust Agreement is hereby amended by deleting Section 7.02 in its entirety and inserting the following new Section 7.02:

“7.02. Term . The original term of this Trust began on September 1, 1982 and be perpetual.”

The Voting Trust Agreement is hereby amended by deleting Section 7.04(b) in its entirety and inserting the following new Section 7.04(b):

“(b) Other Withdrawals . The Trustees, upon unanimous vote, may allow a Beneficiary to withdraw from the Trust any part or all of the Stock represented by Trust Certificates held in such Beneficiary’s name; provided however that if such withdrawal is by a Beneficiary who is neither the Initial Trustee nor his then current spouse, if any, one of his lineal descendants, the spouse of one of such descendants or a trust of which any of the foregoing persons is a beneficiary, prior to and as a condition to such withdrawal, the Trustees shall, if any of the shares of such Stock are not shares of Class A Common Stock, convert such shares of Stock into shares of Class A Common Stock in accordance with the Company’s Restated Articles of Incorporation, as amended from time to time. Any Beneficiary may also be required at any time, by unanimous action of all the Trustees or Beneficiaries, except any Beneficiary

concerning whom the vote is being taken, to withdraw the shares of Stock represented by the Trust Certificates held by him or her.”

IN WITNESS, WHEREOF the Initial Trustee has executed this Agreement on the day and year indicated below.

INITIAL TRUSTEE		DATE OF EXECUTION


/s/ Harry V. Quadracci		06/01/01
Harry V. Quadracci

Exhibit 9.3

QUAD/GRAPHICS, INC.

SECOND AMENDMENT TO

AMENDED AND RESTATED
VOTING TRUST AGREEMENT

Dated as of

October 15, 2004

SECOND AMENDMENT TO

AMENDED AND RESTATED

VOTING TRUST AGREEMENT

Pursuant to the power reserved in Section 7.01 of the Quad/Graphics, Inc. Voting Trust Agreement between the signatories thereto, as Depositors, and Harry V. Quadracci, as Initial Trustee, originally dated September 1, 1982, Amended and Restated April 29, 2000, and Amended June 1, 2001 (the “Voting Trust Agreement”), the Trustees hereby amend the Voting Trust Agreement as of the 15th day of October 2004.

The Voting Trust Agreement is hereby amended by deleting Section 5.07 in its entirety and inserting the following new Section 5.07:

5.07 Death of a Beneficiary.

(a) Permitted Testamentary Transfer . In the event of the death of a Beneficiary (“Deceased Beneficiary”), the personal representative of the estate of the Deceased Beneficiary or another fiduciary appointed under a revocable trust of the Deceased Beneficiary (the “Deceased Beneficiary Trust Fiduciary”) may Transfer all or any part of the Trust Certificates of the Deceased Beneficiary pursuant to the terms of the Deceased Beneficiary’s Last Will and Testament and/or other estate planning documents or pursuant to the laws of intestacy (if applicable) of the state of which the Beneficiary shall have been a resident on the date of his or her death to (i) anyone to whom the Deceased Beneficiary could have made a Permitted Transfer during such Deceased Beneficiary’s life under Section 5.02 of this Agreement, (ii) the Windhover Foundation, Inc. or (iii) the Harry V. Quadracci Charitable Lead Annuity Trust dated March 17, 1998, created by Harry V. Quadracci as Donor and Trustee ( a “Permitted Testamentary Donee”); provided, however, that the Trust Certificates so transferred shall continue to be subject to all of the terms and conditions of this Agreement, including Section 5.09(f) (each such Transfer, a “Permitted Testamentary Transfer”).

(b) Notice to Trustees . Prior to the Trust Certificates of the Deceased Beneficiary passing pursuant to the terms of the Deceased Beneficiary’s Last Will and Testament and/or other estate planning documents or pursuant to the laws of intestacy (if applicable) of the state of which the Deceased Beneficiary shall have been a resident on the date of his or her death, the personal representative of the estate of the Deceased Beneficiary or the Deceased Beneficiary Trust Fiduciary shall first give thirty (30) days written notice to the Trustees specifying the proposed donee or donees and the number and/or portion of the Trust Certificates (the “Deceased Beneficiary’s Trust Certificates”) to be transferred to each donee. If any such donees are not Permitted Testamentary Donees of such Deceased Beneficiary, (i) the Trustees shall promptly notify in writing all Beneficiaries of such notice and the details thereof and (ii) such written notice by the personal representative of the estate of the Deceased Beneficiary or the Deceased Beneficiary Trust Fiduciary shall be accompanied by the Deceased Beneficiary’s Trust Certificates, together with transfer instruments executed in blank sufficient to effect the transfer of all of the Deceased Beneficiary’s Trust Certificates, if purchased pursuant to this Section 5.07, which shall be held by the Trustees in trust for delivery to the purchasers of the Deceased Beneficiary’s Trust Certificates, or the designated donees, as the case may be. This Section 5.07(b) shall not apply with respect to transfers to the Windhover Foundation, Inc. or the Harry

V. Quadracci Charitable Lead Annuity Trust dated March 17, 1998, created by Harry V. Quadracci as Donor and Trustee.

IN WITNESS, WHEREOF the Trustees have executed this Amendment on the day and year indicated below.

TRUSTEES

/s/ James Joel Quadracci
James Joel Quadracci

/s/ Elizabeth M. Quadracci-Harned
Elizabeth M. Quadracci-Harned

/s/ Thomas A. Quadracci
Thomas A. Quadracci

/s/ David Blais
David Blais

Exhibit 10.1

QUAD/GRAPHICS, INC.

1999 NONQUALIFIED STOCK OPTION PLAN

1. Purpose . The purpose of the Quad/Graphics, Inc. 1999 Nonqualified Stock Option Plan (the “Plan”) is to promote the best interests of Quad/Graphics, Inc. (the “Company”) and its shareholders by providing (a) employees of the Company and its Related Corporations (as defined in Section 3) and (b) members of the Company’s Board of Directors (the “Board”) who are not employees of the Company or its Related Corporations with an opportunity to acquire or increase their proprietary interest in the Company and thereby develop a stronger incentive to put forth maximum effort for the continued success and growth of the Company. In addition, the opportunity to acquire or increase a proprietary interest in the Company will aid in attracting and retaining key personnel of outstanding ability and persons of exceptional competence as members of the Board. It is intended that the options issued pursuant to the Plan will constitute nonqualified stock options that do not meet the requirements of incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision thereto. Each option granted under the Plan shall be evidenced by a written option agreement with the recipient thereof (an “Option Agreement”) setting forth the terms and conditions of the grant and the exercise of the subject option, as determined by the Board in accordance with the Plan.

2. Administration . The Plan shall be administered by the Board. The Board may, in its discretion, delegate to another committee of the Board or to one or more senior officers of the Company any or all of the authority and responsibility of the Board hereunder, except to the extent prohibited by any applicable law or rules. Any such

allocation or delegation may be revoked by the Board at any time. To the extent that the Board has delegated to such other committee or one or more officers the authority and responsibility of the Board hereunder, all references to the Board herein shall include such other committee or one or more officers. Subject to the provisions of the Plan, the Board, in its complete and sole discretion, shall select the persons to whom options shall be granted; shall determine the number and class of shares to be embraced in each option, the time at which the option is to be granted, the option period, the option price and the manner in which options become exercisable; and shall establish such other provisions of the Option Agreements as the Board may deem necessary or desirable. The Board may adopt such rules and regulations for carrying out the Plan as it may deem proper and in the best interest of the Company. The interpretation by the Board of any provision of the Plan or an Option Agreement shall be final.

3. Eligibility . Any employee (“Employee”) of the Company, or its present and future parent corporation and/or subsidiaries, as defined in Sections 424(e) and (f) of the Code (“Related Corporations”), including any Employee who is a director of the Company or its Related Corporations, whose judgment, initiative and efforts contribute materially, in the opinion of the Board, to the successful performance of the Company or its Related Corporations, shall be eligible to receive options under the Plan. In addition, any member of the Board (“Director”) who is not also an Employee of the Company or its Related Corporations shall be eligible to receive options under the Plan. The Board’s decisions and determinations under the Plan need not be uniform and may be made selectively among recipients, whether or not they are similarly situated. The Board’s

designation of a recipient of options hereunder in any year shall not require the Board to designate such person to receive options in any other year.

4. Shares Subject to the Plan . The shares to be subject to options under the Plan shall, in the sole discretion of the Board, be shares of the Company’s Class A Common Stock, $0.025 par value (“Class A Stock”) or the Company’s Class B Common Stock, $0.025 par value (“Class B Stock” and, together with Class A Stock, “Stock”), and may be either authorized and unissued or treasury shares. The total amount of Stock for which options may be granted under the Plan will be determined by the Board from time to time, with such amount subject to adjustment as provided in Section 9. In the event that an option granted under the Plan to any optionee expires, is cancelled or is terminated unexercised as to any shares of Stock covered thereby, then such shares thereafter shall be available for the granting of additional options under the Plan.

5. Option Price . The option price per share of Stock shall be fixed by the Board at the time of the grant of an option hereunder.

6. Grant of Options . Subject to the terms and conditions of the Plan, the Board may from time to time grant to such Employees and Directors as the Board may determine options to purchase such number of shares of Stock and on such terms and conditions as the Board may determine. More than one option may be granted to the same optionee. The day on which the Board approves the granting of an option shall be considered as the date on which such option is granted, unless otherwise provided by the Board.

7. Option Period . The Board shall determine and set forth in the particular Option Agreement the period during which each option may be exercised (the “Option Period”).

8. Exercise of Options . An Option may be exercised, in whole or in part, in accordance with the terms of the particular Option Agreement to which the option is subject, but only within the Option Period and only by delivery to the Company of a written notice of exercise specifying the number of shares with respect to which the option is being exercised. Any notice of exercise shall be accompanied by full payment of the option price of the shares being purchased in cash or its equivalent or such other consideration as allowed by the terms of the particular Option Agreement to which the option is subject or as deemed adequate by the Board. No shares shall be issued until full payment therefor has been made or arranged, and the granting of an option to an individual shall give such individual no rights as a shareholder except as to shares actually issued to him or her upon proper exercise.

9. Capital Adjustments Affecting Common Stock . In the event of any capital adjustment, whether resulting from a stock dividend, stock split, reorganization, split-off, split-up, merger, consolidation, combination or exchange of shares, extraordinary distribution or the like, then the number and/or kind of shares of Stock subject to the Plan and the number and/or kind of shares under option in then-outstanding Option Agreements shall coincidentally be considered to be adjusted in a manner consistent with such capital adjustment. In the event there is any change other than as specified above in the number or kind of outstanding shares of Stock or of any other stock or other securities into which such Stock shall have been changed or for which it shall have been

exchanged, then the Board may, in its sole discretion, determine that such change or exchange equitably requires an adjustment in the number and/or kind of shares of Stock subject to the Plan and the number and/or kind of shares under option in then-outstanding Option Agreements. If any such adjusted number determined pursuant to the preceding sentences includes a fractional share, then such adjusted number shall be reduced to the next lower whole number without any offsetting or compensating adjustments. The option price per share of any shares under option shall similarly be considered to be adjusted so that there will be no disproportionate change in the aggregate purchase price payable upon exercise of any such option, except insofar as the number of shares subject to the Plan or an outstanding option is reduced to eliminate any fractional shares.

10. Corporate Mergers and Other Consolidations . The Board may also grant options having terms and provisions which vary from those specified in the Plan provided that any options granted pursuant to this Section 10 are granted in substitution for, or in connection with the assumption of, existing options granted by another corporation and assumed or otherwise agreed to be provided by the Company pursuant to or by reason of a transaction involving a corporate merger, consolidation, acquisition or other reorganization to which the Company is a party.

11. Amendment, Modification and Termination .

11.1 The Board may, at any time, amend, alter, suspend, discontinue or terminate the Plan; provided, however, that shareholder approval of any amendment of the Plan shall be obtained if otherwise required by the Code, or any rules promulgated thereunder, or any applicable federal or state law, rule or regulation. Termination of the Plan shall not affect the rights of optionees with respect to options previously granted to

them, and all unexpired options shall continue in force and effect after termination of the Plan except as they may lapse or be terminated by their own terms and conditions.

11.2 Amendment of Agreements . The Board, subject to the same shareholder approval requirements set forth above, may amend an Option Agreement at any time; provided that no amendment may, in the absence of written consent to the change by the affected optionee, adversely affect the rights of any optionee under any Option Agreement effective under the Plan prior to the date such amendment is adopted.

12. Effective Date and Term of Plan . The effective date of the Plan is March 31, 1999. The Plan shall terminate on such date as may be determined by the Board pursuant to Section 11.1 (the “Termination Date”). Unless otherwise expressly provided in an applicable Option Agreement, any options granted before the Termination Date shall extend beyond the Termination Date and, to the extent set forth in the Plan, the authority of the Board to administer the Plan and to amend, alter, adjust, suspend, discontinue or terminate any such award, or to waive any conditions or restrictions with respect to any such award, and the authority of the Board to amend the Plan and the Option Agreement as provided herein, shall extend beyond the Termination Date.

13. Tax Withholding . The Company or any Related Corporation may deduct and withhold from any cash otherwise payable to an optionee such amounts as may be required for the purpose of satisfying the Company’s or such Related Corporation’s obligation to withhold federal, state or local taxes. Further, in the event the amount so withheld is insufficient for such purpose, the Company may require as a condition precedent to the issuance or transfer of any shares of Stock upon or after exercise of any option that the optionee pay to the Company upon its demand, or otherwise make

arrangements satisfactory to the Company for payment of, such amount as may be requested by the Company in order to satisfy its obligation to withhold any such taxes. If the amount so requested is not paid, or if such arrangements are not made, the Company may refuse to issue or transfer shares of Stock upon or after exercise of the option.

With the consent of the Board, an optionee may be permitted to satisfy the Company’s withholding tax requirements by electing to have the Company withhold shares of Stock otherwise issuable to the optionee or to deliver to the Company shares of Stock having a fair market value on the date income is recognized pursuant to the exercise of an option equal to the amount required to be withheld. The election shall be made in writing and shall be made according to such rules and in such form as the Board may determine.

14. Miscellaneous.

14.1 Stock Transfer Restrictions .

(a) Shares of Stock purchased under the Plan may not be sold or otherwise disposed of except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”), or in a transaction which, in the opinion of counsel for the Company, is exempt from registration under the Act; and (ii) in compliance with state securities laws. Further, as a condition to issuance of shares of Stock purchased under the Plan, the optionee or his or her heirs, legatees or legal representatives, as the case may be, may be required by the Board to execute and deliver to the Company a restrictive stock transfer agreement in such form, and subject to such terms and conditions, as shall be reasonably determined or approved by the Board, which agreement, among

other things, may impose certain restrictions on the sale or other disposition of any shares of Stock acquired under the Plan. The Board may waive the foregoing restrictions, in whole or in part, in any particular case or cases or may terminate such restrictions whenever the Board determines that such restrictions afford no substantial benefit to the Company.

(b) All certificates for shares delivered under the Plan pursuant to the exercise of an option shall be subject to such stock transfer orders and other restrictions as the Board may deem advisable under the Plan and any applicable federal or state securities laws, and the Board may cause a legend or legends to be put on any such certificates to make appropriate references to such restrictions.

14.2 Option Agreement . No person shall have any rights under any options granted under the Plan unless and until the Company and the person to whom the options were granted shall have executed an Option Agreement pursuant to Section 1 hereof.

14.3 Requirements of Law . The granting of options under the Plan, and the issuance of shares of Stock in connection with the exercise of such options, shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

14.4 Governing Law . The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Wisconsin.

14.5 Severability . If any provision of the Plan or any Option Agreement (a) is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or option, or (b) would disqualify the Plan, any Option

Agreement or any option under any law deemed applicable by the Board, then such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan, any Option Agreement or any option, then such provision shall be stricken as to such jurisdiction, person, or the Plan or Option Agreement and the remainder of the Plan and any such Option Agreement shall remain in full force and effect.

Exhibit 10.2

NONQUALIFIED STOCK OPTION AGREEMENT

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “ Agreement ”) is effective as of January 1, 20 (the “ Grant Date ”) between Quad/Graphics, Inc., a Wisconsin corporation (the “ Company ”), and (the “ Optionee ”).

BACKGROUND

A. The Company adopted the Quad/Graphics, Inc. 1999 Nonqualified Stock Option Plan (the “ Plan ”) to allow grants of options to purchase the Company’s common stock (the “ Stock ”) to certain employees and directors of the Company or a parent or subsidiary of the Company (a “ Related Corporation ”), as defined in Sections 424(e) and (f) of the Internal Revenue Code of 1986, as amended (the “ Code ”).

B. The Optionee is an employee or director of the Company or a Related Corporation, and the Company desires to provide the Optionee with a means to share in the Company’s economic success.

C. On December , 20 , the Board of Directors of the Company (the “ Board ”) approved an option grant that allows the Optionee to purchase shares of Stock from the Company effective as of the Grant Date.

D. After such Board approval, the Company informed the Optionee of the option grant and the fact that the exercise price of the option would be based on the fair market value of the Stock as of the Grant Date, as determined through an appraisal process that would not be completed until a later date.

E. The appraisal process for valuing the Stock is now complete, and the Company and the Optionee wish to enter into this Agreement to memorialize the option grant.

AGREEMENT

In consideration of the foregoing and the promises set forth in this Agreement, the parties agree as follows:

1. Grant of Options . The Company grants to the Optionee an option to purchase (the “ Option ”) from the Company up to shares of Class A Common Stock, $0.025 par value per share (the “ Option Shares ”). The exercise price for each Option Share (the “ Option Price ”) is $ , less the amount of any non-tax dividends paid on account of one share of Stock after the Grant Date except to the extent such non-tax dividends are allocated to a deferred compensation plan pursuant to Section 9(b) .

2. Vesting .

(a) General . Ten percent (10%) of the Option Shares will vest on each anniversary of the Grant Date, provided that a separation from service has not occurred on or before the applicable anniversary date.

(b) Change of Control . Notwithstanding Section 2(a) , all of the Option Shares will vest immediately upon a change of control, provided that a separation from service has not occurred before the change of control.

3. Exercise .

(a) Time of Exercise .

(i) General . The Optionee may exercise the Option with respect to vested Option Shares within thirty (30) days after the fifth (5 th ) and tenth (10 th ) anniversary of the Grant Date. However, the Optionee may defer his [her] right to exercise the Option at the fifth (5 th ) anniversary of the Grant Date until the tenth (10 th ) anniversary of the Grant Date. To do so, the Optionee must deliver an irrevocable written notice of deferral prior to the fourth (4 th ) anniversary of the Grant Date. Upon delivery of such written notice, the Optionee may exercise the Option with respect to vested Option Shares only during the thirty (30) day period that begins on the tenth (10 th ) anniversary of the Grant Date (unless a right to exercise arises under subclause (ii) , (iii) or (iv) below).

(ii) Separation from Service . The Optionee may exercise the Option with respect to vested Option Shares within ninety (90) days after a separation from service, provided, however, that if the separation from service occurs after October 2 nd in a calendar year, then the Optionee may not exercise the Option until the next calendar year, but in any case the Option must still be exercised within ninety (90) days after such separation of service..

(iii) Unforeseeable Emergency . The Optionee may exercise the Option with respect to the number of vested Option Shares necessary to satisfy an unforeseeable emergency.

(iv) Change of Control . The Optionee may exercise the Option with respect to vested Option Shares within thirty (30) days after a change of control.

(b) Expiration Upon Failure to Exercise . Failure to exercise any portion of the Option that becomes exercisable pursuant to Section 3(a) (other than subclause (iii) ) will result in the expiration of that portion of the Option that was vested at the time the right to exercise arose.

(c) Method of Exercise . The Optionee may exercise the Option only to the extent vested and only with respect to that portion of the Option that has not expired. To exercise the Option, the Optionee must provide the Company with written notice of exercise specifying the number of Option Shares with respect to which the Option is being exercised, together with such other information as the Company requests. During the Optionee’s lifetime, the Optionee will be the only person entitled to exercise the Option. After the Optionee’s lifetime, any person seeking to exercise the Option must prove to the Company’s satisfaction that such person is entitled to do so.

(d) Payment of Option Price . At the time the Optionee delivers a written notice of exercise, the Optionee must submit to the Company full payment of the Option

Price with respect to the Option Shares that are being purchased. The Optionee may submit payment by delivery of (i) cash or cash equivalents, (ii) certificate(s) for shares of Stock that the Optionee has owned for at least six (6) months, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, (iii) other consideration that the Board approves or (iv) any combination of the foregoing. The value of the consideration described in subclauses (ii) and (iii) above will be the fair market value as determined by the Board.

(e) Condition to Issuance of Shares . As a condition to the issuance of Optioned Shares purchased upon exercise of the Option, the Optionee must (i) enter into an agreement containing such investment representations and warranties, and take such other actions, as the Company deems appropriate for compliance with securities and other laws, (ii) enter into a restrictive stock transfer agreement, in form and substance acceptable to the Company, that may impose restrictions on the transfer of the Optioned Shares purchased upon exercise of the Option, among other obligations, and (iii) enter into a shareholders’ agreement containing such provisions, and take such other actions, as the Company deems appropriate to preserve the Company’s status as a Subchapter S corporation.

(f) Issuance of Shares . After the Optionee’s compliance with the other provisions of this Section 3 , the Company will issue the Optioned Shares purchased upon exercise of the Option by providing the Optionee with one or more stock certificates evidencing such Optioned Shares.

4. Expiration of Option . The Option will expire on the January 31 st that occurs after the tenth (10 th ) anniversary of the Grant Date.

5. Optionee Put Rights .

(a) General . The Company will purchase from the Optionee all of the shares of Stock that the Optionee purchased upon exercise of the Option, together with all other securities of the Company issued in lieu or on account of such shares (collectively, the “ Purchased Option Shares ”), at any time after the six (6) month period following the Optionee’s acquisition of such Purchased Option Shares, if both (i) no adequate public market for the Stock exists and (ii) one of the following conditions is satisfied:

· A separation from service has occurred, and the Optionee has delivered to the Company a written request that the Company purchase all of the Purchased Option Shares pursuant to this Section 5 ; or

· The Optionee has experienced an unforeseeable emergency; the Optionee has delivered to the Company a written request that the Company purchase all of the Purchased Option Shares pursuant to this Section 5 ; and within twenty (20) days after delivery of such written notice, the Board has not determined that no unforeseeable emergency exists.

(b) Terms of Purchase . If the Company becomes obligated to purchase Purchased Option Shares pursuant to this Section 5 , then the Company will effect the purchase upon the terms set forth in Section 7 .

6. Company Call Rights . From and after any exercise of the Option, the Company will have the right (but not the obligation) to purchase all or any part of the Purchased Option Shares upon the terms set forth in Section 7 . The Company may exercise its right to purchase on or after the date that the Optionee exercises the Option, whether through a single purchase of all Purchased Option Shares or through multiple purchases of Purchased Option Shares completed on different dates.

7. Terms of Purchase .

(a) Notice of Exercise . If the Company becomes obligated to purchase Purchased Option Shares pursuant to Section 5 or desires to exercise its right to purchase all or any part of the Purchased Option Shares pursuant to Section 6 , then the Company will acknowledge such obligation or signify such exercise by delivering a written notice (a “ Purchase Notice ”) to the Optionee and/or any third party claiming an interest in the applicable Purchased Option Shares (in each case, the “ Subject Shares Seller ”).. The Purchase Notice will describe the nature and amount of the applicable Purchased Option Shares with respect to which the Company is obligated or exercising its right to purchase (the “ Subject Shares ”).

(b) Purchase Price . The per share purchase price for the Subject Shares will be the per share price most recently determined by (i) an independent appraisal firm in connection with the valuation of Stock for the Quad/Graphics Personal Enrichment Plan or (ii) an independent appraisal firm selected by the Company to appraise the value of the Stock for any other purpose. If no such independent appraisal has been completed within eighteen (18) months prior to the date that the Company delivered the Purchase Notice, then the per share purchase price for the Subject Shares will be determined by written agreement of the Company and the Subject Shares Seller. In that event, if the Company and the Subject Shares Seller are unable to reach a written agreement within thirty (30) days after the date that the Company delivered the Purchase Notice, then either the Company or the Subject Shares Seller may submit the matter of valuation of the Subject Shares to an independent appraisal firm mutually agreed upon by the parties. The fees of such independent appraisal firm will be shared equally by the Company and the Subject Shares Seller, and the determination of such independent appraisal firm will be final and binding on the Company and the Subject Shares Seller.

(c) Tendering of Shares . Within ten (10) days after the Company delivers the Purchase Notice, the Subject Shares Seller will (i) deliver to the Company all stock certificates evidencing the Subject Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, and (ii) take such other action as the Company requests to transfer and assign the Subject Shares to the Company free and clear of all liens, claims, pledges or other encumbrances of any nature whatsoever, including voting trusts or agreements, proxies and marital or community property interests. If the Subject Shares Seller fails to complete these actions, then the Company’s purchase of all of the Subject Share Seller’s interest in the Subject Shares will remain effective. However, if it wishes, the Company may withhold payment of the purchase price for the Subject Shares until the Subject Shares Seller has completed these actions.

(d) Effective Date of Purchase . Notwithstanding anything to the contrary in this Agreement, the Company’s purchase of the Subject Shares will be deemed effective as of the date that the Company delivered the Purchase Notice to the Subject Shares Seller.

8. Other Restrictions . Notwithstanding anything to the contrary in this Agreement:

(a) Notice of Potential Transfer . The Optionee will provide the Company with written notice of any potential transfer of any Purchased Option Shares, specifying the terms of the potential transfer, at least thirty (30) days prior to the completion of the potential transfer.

(b) Transferee Obligations . The Optionee will not transfer any Purchased Option Shares to any person other than the Company unless the proposed transferee:

· completes all of the actions described in subclauses (i) , (ii) and (iii) of Section 3(e) with respect to the Purchased Option Shares; and

· enters into an agreement, in form and substance acceptable to the Company, that (i) provides the Company with the right to purchase all or any part of the Purchased Option Shares, upon terms consistent with those set forth in Section 7 , from and after a separation from service (between the Optionee and the Company) and (ii) requires the proposed transferee to comply with terms consistent with this Section 8 .

The preceding sentence will not apply to pledges of Purchased Option Shares (but will apply to any transfers occurring upon the exercise of rights of a pledgee). Any attempted transfer of any Purchased Option Shares that is not permitted or completed in accordance with this Section 8 will be void and without legal effect.

(c) Other Obligations . The Company’s rights under this Agreement will be in addition to, and will not affect or limit in any manner, any other rights of the Company, including all rights of first refusal, rights to purchase and options to purchase set forth in the Articles of Incorporation of the Company and any other agreement between the Optionee (or other interested party) and the Company.

9. Miscellaneous .

(a) Receipt of Plan; Interpretation by the Board . The terms of the Plan are expressly incorporated by reference into this Agreement to the extent not stated in this Agreement. In the event of any conflict between this Agreement and the Plan, the Plan will govern. As a condition of the granting of the Option, the Optionee agrees that (i) the Optionee has read and understands the Plan, (ii) the Plan and this Agreement will be subject to discretionary interpretation by the Board and (iii) the Board’s interpretation of the Plan and this Agreement will be final, conclusive and binding on, and nonappealable by, the Optionee and any person who may claim through the Optionee.

(b) Creation of Deferred Compensation Plan . If the Option Price is

reduced to less than fifty percent (50%) of the fair market value of the Stock on the Grant Date due to the application of Section 1 , then the Board, at its discretion, may direct any non-tax dividends that are paid after such reduction in the Option Price to be allocated to an account under a deferred compensation plan (as opposed to causing a further reduction in the Option Price) created for such purpose containing such terms and conditions as the Board deems advisable, provided that the benefits accruing under such deferred compensation plan are paid in a lump sum at the time that the Optionee exercises the Option and in proportion to the number of Option Shares that the Optionee purchased as a result of such exercise.

(c) Nontransferability of Option . The Optionee will have no right to transfer the Option, except for a transfer by will or the laws of descent and distribution if all transferees comply with, and agree to be bound by, the terms of this Agreement (including Section 6 ). Any attempted transfer of the Option that is not permitted or completed in accordance with this Section 9(c) will be void and without legal effect.

(d) Status of Optionee . Nothing in this Agreement or the Plan will be deemed to confer upon the Optionee any right to continue in his [her] position as an employee or director of the Company or a Related Corporation. The Optionee will not be deemed to be a shareholder of the Company with respect to any of the Optioned Shares except to the extent that the Optionee becomes the owner of Stock as evidenced by stock certificates that the Company issues pursuant to Section 3(f) .

(e) Notices . Any notice required or permitted by this Agreement will be in writing and given by personal delivery or by overnight courier service. Notices to the Optionee will be directed to the Optionee at his [her] place of employment or personal residence as set forth in the Company’s records, and notices to the Company will be directed to the Company at N63 W23075 Main Street, Sussex, Wisconsin 53089-2927, Attention: Chief Financial Officer (with a copy to the Company’s General Counsel at the same address), or such other address as the Company may direct from time to time.

(f) Certain Definitions .

(i) A “change of control” occurs if any one person or more than one person acting as a group acquires ownership of Stock that, together with Stock already held by such person/group, constitutes more than 50% of the total voting power of the Stock of the Company. However, transfers to (x) lineal descendants of the transferor, (y) spouses of the transferor or such lineal descendants, or (z) trusts, partnerships or other legal entities for the benefit of the transferor or any person described in subclause (x) or (y) shall not be considered in determining whether a change of control has occurred.

(ii) A “non-tax dividend” is a cash dividend paid by the Company to its shareholders, other than a “tax distribution dividend” required to be paid by the Company to shareholders pursuant to the terms of the applicable shareholders’ agreement related to taxes passed through to shareholders as a result of the Company’s S corporation election under Section 1362 of the Code.

(iii) A “separation from service” is a separation from service between the Optionee and the Company, as defined under the default rules of the applicable regulations for Section 409A of the Code.

(iv) A “transfer” of any shares of Stock includes (A) a sale, pledge, encumbrance or other transfer of any interest in the Stock to any person other than the Optionee or the Company or (B) the creation of any interest in the Stock in any person other than the Optionee or the Company. Notwithstanding the foregoing, the creation of an interest in the Stock in favor of the Optionee’s spouse by operation of marital property or community property laws will not be deemed a transfer so long as (x) that portion of the Stock in which such interest is created continues to be registered solely in the name of the Optionee and (y) the Optionee maintains full management and control rights with respect to that portion of the Stock in which such interest is created. However, if any of these conditions cease to be satisfied, then such cessation will be deemed to constitute a transfer of the interest in the Stock in which such marital property or community property interest was previously created. In the absence of actual notice to the contrary, the Company has the right (but not the obligation) to assume that the registered owner of Stock has full management and control rights with respect to the Stock.

(v) An “unforeseeable emergency” has the meaning set forth in the applicable regulations of Section 409A of the Code.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Nonqualified Stock Option Agreement on the day and year first written above .

	QUAD/GRAPHICS, INC.


	By:


	ATTEST:


	By:

	OPTIONEE:



	Name:

Exhibit 10.3

NONQUALIFIED STOCK OPTION AGREEMENT

BACKGROUND

B. The Optionee is an employee or director of the Company or a Related Corporation, and the Company desires to provide the Optionee with a means to share in the Company’s economic success.

D. After such Board approval, the Company informed the Optionee of the option grant and the fact that the fair market value of the Stock as of the Grant Date would be one factor used to calculate the exercise price of the option and that the Optionee would not receive an option agreement until the appraisal process used to determine the fair market value of the Stock as of the Grant Date was complete .

E. The appraisal process used to determine the fair market value of the Stock as of the Grant Date is now complete, and the Company and the Optionee wish to enter into this Agreement to memorialize the option grant.

AGREEMENT

In consideration of the foregoing and the promises set forth in this Agreement, the parties agree as follows:

1. Grant of Options . The Company grants to the Optionee an option to purchase (the “ Option ”) from the Company up to shares of Class A Common Stock, $0.025 par value per share (the “ Option Shares ”). The exercise price for each Option Share (the “ Option Price ”) is $ , less the amount of any non-tax dividends paid from time to time after the Grant Date on account of one share of Stock except to the extent such non-tax dividends are allocated to a deferred compensation plan pursuant to Section 9(b) .

2. Vesting .

(a) General . One third (1/3) of the Option Shares will vest on each anniversary of the Grant Date, provided that a separation from service has not occurred on or before the applicable anniversary date.

(b) Change of Control . Notwithstanding Section 2(a) , all of the Option Shares will vest immediately upon a change of control, provided that a separation from service has not occurred before the change of control.

3. Exercise .

(a) Time of Exercise .

(i) General . The Optionee may exercise the Option with respect to fifty percent (50%) of the vested Option Shares within thirty (30) days after the third (3 rd ) anniversary of the Grant Date and fifty percent (50%) of the vested Option Shares within thirty days (30) after the fifth (5 th ) anniversary of the Grant Date. However, the Optionee may defer his right to exercise the Option at the third (3 rd ) anniversary of the Grant Date until the tenth (10 th ) anniversary of the Grant Date and/or may also defer his right to exercise the Option at the fifth (5 th ) anniversary of the Grant Date until the tenth (10 th ) anniversary of the Grant Date. To effectuate these deferrals, the Optionee must deliver an irrevocable written notice of deferral prior to: (1) the second (2 nd ) anniversary of the Grant Date for any deferral of his right to exercise the Option at the third (3 rd ) anniversary of the Grant Date and (2) the fourth (4 th ) anniversary of the Grant Date for any deferral of his right to exercise the Option at the fifth (5 th ) anniversary of the Grant Date. Upon delivery of either such written notice, the Optionee may exercise the Option with respect to the applicable portion of vested Option Shares only during the thirty (30) day period that begins on tenth (10 th ) anniversary of the Grant Date (unless a right to exercise arises under subclause (ii) , (iii) or (iv) below).

(ii) Separation from Service . The Optionee may exercise the Option with respect to vested Option Shares within ninety (90) days after a separation from service; provided, however, that if the separation from service occurs after October 2 nd in a calendar year, then the Optionee may not exercise the Option until the next calendar year, but in any case the Option must still be exercised within ninety (90) days after such separation from service.

(iii) Unforeseeable Emergency . The Optionee may exercise the Option with respect to the number of vested Option Shares necessary to satisfy an unforeseeable emergency.

(iv) Change of Control . The Optionee may exercise the Option with respect to vested Option Shares within thirty (30) days after a change of control.

(b) Expiration Upon Failure to Exercise . Failure to exercise any portion of the Option that becomes exercisable pursuant to Section 3(a) (other than subclause (iii) ) will result in the expiration of that portion of the Option that was vested at the time the right to exercise arose.

(c) Method of Exercise . The Optionee may exercise the Option only to the extent vested and only with respect to that portion of the Option that has not expired. To exercise the Option, the Optionee must provide the Company with a minimum seven (7) day advance written notice (which advance notice may be waived by the Company in its discretion) specifying the particular option grant involved, the number of Option Shares with respect to

which the Option is being exercised and the date on which the Optionee wishes the exercise to be effective, together with such other information as the Company requests. During the Optionee’s lifetime, the Optionee will be the only person entitled to exercise the Option. After the Optionee’s lifetime, any person seeking to exercise the Option must prove to the Company’s satisfaction that such person is entitled to do so.

(d) Payment of Option Price . At the time the Optionee delivers a written notice of exercise, the Optionee must submit to the Company full payment of the Option Price with respect to the Option Shares that are being purchased. The Optionee may submit payment by delivery of (i) cash or cash equivalents, (ii) certificate(s) for shares of Stock that the Optionee has owned for at least six (6) months, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, (iii) other consideration that the Board approves or (iv) any combination of the foregoing. The value of the consideration described in subclauses (ii) and (iii) above will be the fair market value as determined by the Board.

(e) Certain Agreements . As part of the steps necessary to complete the exercise of the Option, the Optionee must (i) enter into an agreement containing such investment representations and warranties, and take such other actions, as the Company deems appropriate for compliance with securities and other laws, (ii) enter into a restrictive stock transfer agreement, in form and substance acceptable to the Company, that may impose restrictions on the transfer of the Option Shares purchased upon exercise of the Option, among other obligations, and (iii) enter into a shareholders’ agreement containing such provisions, and take such other actions, as the Company deems appropriate to preserve the Company’s status as a Subchapter S corporation.

(f) Issuance of Shares . After the Optionee’s compliance with the other provisions of this Section 3 , the Company will issue the Option Shares purchased upon exercise of the Option by providing the Optionee with one or more stock certificates evidencing such Option Shares.

4. Expiration of Option . The Option will expire on the January 31 st that occurs after the tenth (10 th ) anniversary of the Grant Date.

5. Optionee Put Rights .

(a) General . The Company will purchase from the Optionee all of the shares of Stock that the Optionee purchased upon exercise of the Option, together with all other securities of the Company issued in lieu or on account of such shares (collectively, the “ Purchased Option Shares ”), at any time after the six (6) month period following the Optionee’s acquisition of such Purchased Option Shares, if both (i) no adequate public market for the Stock exists and (ii) one of the following conditions is satisfied:

· A separation from service has occurred, and the Optionee has delivered to the Company a written request that the Company purchase all of the Purchased Option Shares pursuant to this Section 5 ; or

· The Optionee has experienced an unforeseeable emergency; the Optionee has delivered to the Company a written request that the

Company purchase all of the Purchased Option Shares pursuant to this Section 5 ; and within twenty (20) days after delivery of such written notice, the Board has not determined that no unforeseeable emergency exists.

(b) Terms of Purchase . If the Company becomes obligated to purchase Purchased Option Shares pursuant to this Section 5 , then the Company will effect the purchase upon the terms set forth in Section 7 .

6. Company Call Rights . From and after any exercise of the Option, the Company will have the right (but not the obligation) to purchase all or any part of the Purchased Option Shares upon the terms set forth in Section 7 . The Company may exercise its right to purchase on or after the date that the Optionee exercises the Option, whether through a single purchase of all Purchased Option Shares or through multiple purchases of Purchased Option Shares completed on different dates.

7. Terms of Purchase .

(a) Notice of Exercise . If the Company becomes obligated to purchase Purchased Option Shares pursuant to Section 5 or desires to exercise its right to purchase all or any part of the Purchased Option Shares pursuant to Section 6 , then the Company will acknowledge such obligation or signify such exercise by delivering a written notice (a “ Purchase Notice ”) to the Optionee and/or any third party claiming an interest in the applicable Purchased Option Shares (in each case, the “ Subject Shares Seller ”). The Purchase Notice will describe the nature and amount of the applicable Purchased Option Shares with respect to which the Company is obligated or exercising its right to purchase (the “ Subject Shares ”).

(b) Purchase Price . The per share purchase price for the Subject Shares will be the per share price most recently determined by (i) an independent appraisal firm in connection with the valuation of Stock for the Quad/Graphics Personal Enrichment Plan or (ii) an independent appraisal firm selected by the Company to appraise the value of the Stock for any other purpose. If no such independent appraisal has been completed within eighteen (18) months prior to the date that the Company delivered the Purchase Notice, then the per share purchase price for the Subject Shares will be determined by written agreement of the Company and the Subject Shares Seller. In that event, if the Company and the Subject Shares Seller are unable to reach a written agreement within thirty (30) days after the date that the Company delivered the Purchase Notice, then either the Company or the Subject Shares Seller may submit the matter of valuation of the Subject Shares to an independent appraisal firm mutually agreed upon by the parties. The fees of such independent appraisal firm will be shared equally by the Company and the Subject Shares Seller, and the determination of such independent appraisal firm will be final and binding on the Company and the Subject Shares Seller.

(c) Tendering of Shares . Within ten (10) days after the Company delivers the Purchase Notice, the Subject Shares Seller will (i) deliver to the Company all stock certificates evidencing the Subject Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, and (ii) take such other action as the Company requests to transfer and assign the Subject Shares to the Company free and clear of all liens, claims, pledges or other encumbrances of any nature whatsoever, including voting trusts or agreements, proxies and marital or community property interests. The Company’s purchase of all of the Subject Share Seller’s interest in the Subject Shares will be effective as set forth in Section 7(d) ,

irrespective of whether and when the Subject Shares Seller completes the foregoing actions. However, if it wishes, the Company may withhold payment of the purchase price for the Subject Shares until the Subject Shares Seller completes the foregoing actions.

(d) Effective Date of Purchase . Notwithstanding anything to the contrary in this Agreement, the Company’s purchase of the Subject Shares will be effective on the date that the Company delivers the Purchase Notice to the Subject Shares Seller or such later date set forth in such Purchase Notice.

8. Other Restrictions . Notwithstanding anything to the contrary in this Agreement:

(a) Notice of Potential Transfer . The Optionee will provide the Company with written notice of any potential transfer of any Purchased Option Shares, specifying the terms of the potential transfer, at least thirty (30) days prior to the completion of the potential transfer.

(b) Transferee Obligations . The Optionee will not transfer any Purchased Option Shares to any person other than the Company unless the proposed transferee:

· completes all of the actions described in subclauses (i) , (ii) and (iii) of Section 3(e) with respect to the Purchased Option Shares; and

(c) Other Obligations . The Company’s rights under this Agreement will be in addition to, and will not affect or limit in any manner, any other rights of the Company, including all rights of first refusal, rights to purchase and options to purchase set forth in the Articles of Incorporation of the Company and any other agreement between the Optionee (or other interested party) and the Company.

9. Miscellaneous .

(a) Receipt of Plan; Interpretation by the Board . The terms of the Plan are expressly incorporated by reference into this Agreement to the extent not stated in this Agreement. In the event of any conflict between this Agreement and the Plan, the Plan will govern. As a condition of the granting of the Option, the Optionee agrees that (i) the Optionee has read and understands the Plan, (ii) the Plan and this Agreement will be subject to discretionary interpretation by the Board and (iii) the Board’s interpretation of the Plan and this

Agreement will be final, conclusive and binding on, and nonappealable by, the Optionee and any person who may claim through the Optionee.

(b) Creation of Deferred Compensation Plan . If the Option Price is reduced to less than fifty percent (50%) of the fair market value of the Stock on the Grant Date due to the application of Section 1 , then the Board, at its discretion, may direct any non-tax dividends that are paid after such reduction in the Option Price to be allocated to an account under a deferred compensation plan (as opposed to causing a further reduction in the Option Price) created for such purpose containing such terms and conditions as the Board deems advisable, provided that the benefits accruing under such deferred compensation plan are paid in a lump sum at the time that the Optionee exercises the Option and in proportion to the number of Option Shares that the Optionee purchased as a result of such exercise.

(c) Nontransferability of Option . The Optionee will have no right to transfer the Option, except for a transfer by will or the laws of descent and distribution if all transferees comply with, and agree to be bound by, the terms of this Agreement (including Section 6 ). Any attempted transfer of the Option that is not permitted or completed in accordance with this Section 9(c) will be void and without legal effect.

(d) Status of Optionee . Nothing in this Agreement or the Plan will be deemed to confer upon the Optionee any right to continue in his [her] position as an employee or director of the Company or a Related Corporation. The Optionee will not be deemed to be a shareholder of the Company with respect to any of the Option Shares until the Optionee becomes the owner of Stock as described in Section 3(f) .

(e) Notices . Any notice required or permitted by this Agreement will be in writing and given by personal delivery or by overnight courier service. Notices to the Optionee will be directed to the Optionee at his [her] place of employment or personal residence as set forth in the Company’s records, and notices to the Company will be directed to the Company at N63 W23075 Main Street, Sussex, Wisconsin 53089-2927, Attention: Chief Financial Officer (with a copy to the Company’s General Counsel at the same address), or such other address as the Company may direct from time to time.

(f) Certain Definitions .

(i) A “change of control” occurs if any one person or more than one person acting as a group acquires ownership of Stock that, together with Stock already held by such person/group, constitutes more than 50% of the total voting power of the Stock of the Company. However, transfers to (x) lineal descendants of the transferor, (y) spouses of the transferor or such lineal descendants, or (z) trusts, partnerships or other legal entities for the benefit of the transferor or any person described in subclause (x) or (y) shall not be considered in determining whether a change of control has occurred.

(ii) A “non-tax dividend” is a cash dividend paid by the Company to its shareholders, other than a “tax distribution dividend” required to be paid by the Company to shareholders pursuant to the terms of the applicable shareholders’ agreement related to taxes passed through to shareholders as a result of the Company’s S corporation election under Section 1362 of the Code.

(iii) A “separation from service” is a separation from service between the Optionee and the Company, as defined under the default rules of the applicable regulations for Section 409A of the Code.

(iv) A “transfer” of any shares of Stock includes (A) a sale, pledge, encumbrance or other transfer of any interest in the Stock to any person other than the Optionee or the Company or (B) the creation of any interest in the Stock in any person other than the Optionee or the Company. Notwithstanding the foregoing, the creation of an interest in the Stock in favor of the Optionee’s spouse by operation of marital property or community property laws will not be deemed a transfer so long as (x) that portion of the Stock in which such interest is created continues to be registered solely in the name of the Optionee and (y) the Optionee maintains full management and control rights with respect to that portion of the Stock in which such interest is created. However, if any of these conditions cease to be satisfied, then such cessation will be deemed to constitute a transfer of the interest in the Stock in which such marital property or community property interest was previously created. In the absence of actual notice to the contrary, the Company has the right (but not the obligation) to assume that the registered owner of Stock has full management and control rights with respect to the Stock.

(v) An “unforeseeable emergency” has the meaning set forth in the applicable regulations for Section 409A of the Code.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Nonqualified Stock Option Agreement on the day and year first written above .

	QUAD/GRAPHICS, INC.


	By:


	ATTEST:


	By:


	OPTIONEE:



	Name:

Exhibit 10.7

QUAD/GRAPHICS, INC.

DIVIDEND/DISCOUNT DEFERRED

COMPENSATION PLAN

AS AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008

TABLE OF CONTENTS

			Page

Section 1.	Purpose:		1

Section 2.	Definitions:		1
2.1		“Account”	1
2.2		“Board”	1
2.3		“Code”	1
2.4		“Company”	1
2.5		“2005 Amendment”	2
2.6		“Participant”	2
2.7		“Plan”	2
2.8		“Non-Tax Dividend”	2
2.9		“Termination of Employment”	2

Section 3.	Account:		2
3.1		Account	2
3.2		Additions	3
3.3		Subtractions	3

Section 4.	Vesting:		3

Section 5.	Distribution:		4
5.1		Options Exercised Prior to January 1, 2009	4
5.2		Options Exercised After December 31, 2008	4
5.3		Expired Options and Other Forfeitures	4

Section 6.	Amendment and Termination of Plan:		4

Section 7.	Claims Procedure:		4
7.1		Initial claim for benefits	5
7.2		Appeals	5

Section 8.	Miscellaneous Provisions:		6
8.1		Administration	6
8.2		Set off	6
8.3		Continuation of employment	6
8.4		Contractual Liability	6
8.5		Benefits not assignable	7
8.6		Payments to minors and others	7
8.7		Code Section 409A	7
8.8		Construction	7

QUAD/GRAPHICS, INC.
DIVIDEND/DISCOUNT DEFERRED COMPENSATION PLAN

Section 1. Purpose:

Prior to 2005, the Company issued discounted stock options to a select group of management or highly compensated employees. As a result of the initial interpretation by the Internal Revenue Service concerning the application of Code Section 409A, the Company desired to split the benefits provided through the discounted options into two separate arrangements: fair market value options and this Plan. As a result, the Company adopted the Plan to provide a means by which the dividend and discount features which would otherwise have been provided under the stock option program could be provided to eligible employees. The final regulations for Code Section 409A require aggregation of the Plan with the fair market value options for purposes of compliance with Code Section 409A, necessitating the substantive revisions in this restatement. The Plan is intended to be a nonqualified deferred compensation plan under Code Section 409A. The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974.

Section 2. Definitions:

As used in the Plan, unless otherwise indicated by the context:

2.1 “Account” shall mean, with respect to each Participant, each separate account to be kept for each Participant as described in Section 3.

2.2 “Board” shall mean the Board of Directors of the Company.

2.3 “Code” shall mean the Internal Revenue Code of 1986, as amended.

2.4 “Company” shall mean Quad/Graphics, Inc.

2.5 “2005 Amendment” shall mean the amendment to stock option agreements adopted by the Board on December 16, 2005 which became effective for a Participant upon the Participant’s written consent filed with the Company no later than December 31, 2005.

2.6 “Participant” shall mean an employee or director of the Company or any affiliate thereof who (i) on December 31, 2005 had a pre-2005 stock option agreement from the Company for which the 2005 Amendment was effective, or (ii) on or after December 16, 2005 but prior to January 1, 2008 was granted options by the Company.

2.7 “Plan” shall mean the Quad/Graphics, Inc. Dividend/Discount Deferred Compensation Plan as herein set out or as duly amended.

2.8 “Non-Tax Dividend” shall mean a dividend paid by the Company to its shareholders other than a “tax distribution dividend” which is required to be paid by the Company to shareholders pursuant to the terms of the applicable shareholders’ agreement related to taxes passed through to shareholders as a result of the Company’s S corporation election under Code Section 1362.

2.9 “Termination of Employment” shall mean a “separation from service” as defined under the default rules of the applicable regulations for Code Section 409A.

Section 3. Account:

3.1 Account : The Company shall establish one or more book reserve Accounts on behalf of each Participant. A separate Account shall be established for each separate grant of options to the Participant prior to January 1, 2008. Such Accounts shall be adjusted pursuant to the provisions of Sections 4.2 and 4.3 with respect to the options attributable to the grant reflected in such Account. The Plan shall not apply to any options granted on or after January 1, 2008.

3.2 Additions : Each Account for a Participant shall be credited as follows:

3.2.1 For each Account attributable to a pre-2005 stock option grant from the Company for which the 2005 Amendment is effective, as of December 31, 2005, the Account shall be credited with the sum of a dividend equivalent and a discount replacement. The dividend equivalent shall be equal to $2.00 (to reflect the $2 per share dividend paid on January 3, 2005) times the number of shares underlying the outstanding options on December 31, 2005. The discount replacement shall be equal to the aggregate amount by which the exercise price for the outstanding options on December 31, 2005 increased due to the 2005 Amendment.

3.2.2 As any Non-Tax Dividends are paid, the Account shall be credited with a dividend equivalent equal to the dollar amount of the per share Non-Tax Dividend times the number of shares underlying options outstanding on the dividend record date for the Non-Tax Dividend.

3.2.3 In the event all or a portion of the options are exercised prior to 2009, from such date until the earlier of the date of distribution in Section 5 or December 31, 2008, the portion of the Account attributable to such exercised options shall be credited with an interest equivalent based on the rate earned in the stable asset account of the Quad/Graphics Personal Enrichment Plan.

3.2.4 An Account shall be credited with the amount designated by the Board from time to time.

3.3 Subtractions : Each Account for a Participant shall be debited by the amount of any distributions and forfeitures in Section 5.

Section 4. Vesting:

As of any date, the vested percentage of an Account is based on the percentage of the exercisable options attributable to the grant reflected in such Account. For this purpose, the percentage of exercisable options is a fraction, the numerator of which is the sum of exercisable options on the applicable date and any options from the same grant which were previously exercised after December 31, 2005, and the denominator of which is the number of options in the grant on the later of the original grant date or December 31, 2005. For an Account from which no distribution has previously been made, the vested portion of the Account is the vested percentage of the Account value. For an Account from which a previous distribution has been

made under Section 5, the vested portion of the Account is an amount (“X”) determined by the formula X = P(AB + D) – D, where P is the vested percentage, AB is the Account value, and D is the amount of the previous distributions from the Account.

Section 5. Distribution:

5.1 Options Exercised Prior to January 1, 2009 : With respect to options that were exercised prior to January 1, 2009, the vested portion of a Participant’s Accounts attributable to such options shall be paid to the Participant in a cash lump sum amount in January 2009.

5.2 Options Exercised After December 31, 2008 : With respect to options that are exercised after December 31, 2008, the vested portion of a Participant’s Accounts attributable to such an option shall be paid to the Participant in a cash lump sum amount on the date of exercise of the option.

5.3 Expired Options and Other Forfeitures : With respect to any options that expire without being exercised, the portion of a Participant’s Accounts attributable to such options shall be forfeited, whether otherwise vested or nonvested.

Section 6. Amendment and Termination of Plan:

The Board may amend any provision of the Plan or terminate the Plan at any time; provided, that in no event shall such amendment or termination reduce any Participant’s Accounts as of the date of such amendment or termination, nor shall any such amendment affect the terms of the Plan relating to the payment of such Accounts in such a manner as to cause of violation of Code Section 409A.

Section 7. Claims Procedure:

The following claims procedure shall apply with respect to the Plan:

7.1 Initial claim for benefits : Any Participant who believes he/she is entitled to benefits or a distribution under the Plan in an amount greater than being provided may file a claim under this Section 8. Any such claim shall be filed in writing stating the nature of the claim, the facts supporting the claim, the amount claimed, and the name and address of the claimant. Each claim shall be answered by the Company in writing stating whether the claim is granted or denied. Such response shall be provided within ninety (90) days of the claim’s receipt by the Company unless an extension of time is needed to process the claim, in which case the Company shall notify the claimant of the need for a time extension which shall not exceed an additional ninety (90) days. If the claim is wholly or partially denied, the reasons for denial and the pertinent Plan provisions shall be set forth in the written notice to the claimant, together with an explanation of the claimant’s appeal rights.

7.2 Appeals : Within ninety (90) days after notice that a claim is denied, the claimant may file a written appeal to the Company, including any comments, statements, or documents the claimant may desire to provide. The Company shall consider the claim and render a written decision within sixty (60) days after the appeal is timely filed; provided, however, that, if an extension of time is needed to process the appeal, the claimant shall be given notice of such extension which shall not go beyond an additional sixty days (60) days. In the event the claim is denied upon appeal, the Company shall set forth the reasons for denial and the pertinent Plan provisions in its written decision. The Company shall comply with any reasonable request from a claimant prior to his/her filing an appeal for documents or information relevant to the claimant’s claim. The Company shall have discretionary authority to determine eligibility for benefits and to construe and apply the terms of the Plan; and any such determination or

construction and application shall be final and binding on all parties unless arbitrary and capricious.

Section 8. Miscellaneous Provisions:

8.1 Administration : The Company shall be responsible for the general administration and interpretation of the Plan and for carrying out its provisions, except to the extent all or any of such obligations are specifically imposed on the Board.

8.2 Set off : Notwithstanding any other provision of this Plan, the Company may reduce the amount of any payment otherwise payable to or on behalf of a Participant hereunder by the amount of any loan, cash advance, extension of credit or other obligation of the Participant to the Company that is then due and payable, and the Participant shall be deemed to have consented to such reduction.

8.3 Continuation of employment : The establishment of the Plan shall not be construed as conferring any legal or other rights upon any Participant for continuation of employment, nor shall it interfere with the right of the Company to discharge any Participant or to deal with him without regard to the effect thereof under the Plan.

8.4 Contractual Liability : The obligation of the Company to make payments hereunder shall constitute a contractual liability of the Company to the Participant. Such payments shall be made from the general funds of the Company, and the Company shall not be required to establish or maintain any special or separate fund, or otherwise to segregate assets to assure that such payments shall be made, and the Participant shall not have any interest in any particular assets of the Company by reason of its obligations hereunder. To the extent that any person acquires a right to receive payment from the Company, such right shall be no greater than the right of an unsecured creditor of the Company.

8.5 Benefits not assignable : No portion of any benefit credited or paid under the Plan with respect to any Participant shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void, nor shall any portion of such benefit be in any manner payable to any assignee, receiver or any one trustee, or be liable for his debts, contracts, liabilities, engagements or torts.

8.6 Payments to minors and others : If any individual entitled to receive a payment under the Plan shall be physically, mentally or legally incapable of receiving or acknowledging receipt of such payment, the Company, upon the receipt of satisfactory evidence of his/her incapacity and satisfactory evidence that another person or institution is maintaining him/her and that no guardian or committee has been appointed for him/her, may cause any payment otherwise payable to him/her to be made to such person or institution so maintaining him/her. Payment to such person or institution shall be in full satisfaction of all claims by or through the Participant to the extent of the amount thereof.

8.7 Code Section 409A : Although the Plan is intended to comply with Code Section 409A, no guarantee is given to any Participant of the tax treatment of any benefits under the Plan.

8.8 Construction : The provisions of the Plan shall be construed and enforced according to the laws of the State of Wisconsin, except to the extent that such laws are superseded by the Employee Retirement Income Security Act of 1974.

Exhibit 10.15

QUAD/GRAPHICS, INC.

EXECUTIVE SALARY CONTINUATION PLAN

THIS AGREEMENT is made as of this day of , 20 , by and between Quad/ Graphics, Inc., a Wisconsin corporation (hereinafter the “Corporation”) and hereinafter the “Executive”).

BACKGROUND INFORMATION

The Executive is employed by the Corporation and renders valuable services that contribute to the growth and prosperity of the Corporation. The Corporation wishes to provide the Executive with a salary continuation death benefit pursuant to this Agreement.

AGREEMENT

For consideration received and the mutual promises set forth, the parties agree as follows:

1. Definitions . For purposes of this Agreement, the following terms have the meanings set forth below:

(a) Beneficiary means a surviving spouse and/or Dependent Children (including a trust established for the surviving spouse and/or dependent children) designated by the Executive to receive any benefit under the Agreement following [his/her] death. A Participant shall make the initial designation through a beneficiary designation the Participant provides to the Corporation. The Participant may change his Beneficiary as provided in Section 4.

(b) Contingent Beneficiary means the surviving spouse and/or Dependent Children (including a trust established for the surviving spouse and/or Dependent Children) designated by the Participant, as provided in Section 4, to receive any benefits under this Agreement in the event the Beneficiary does not survive the Participant. Any reference to a “Beneficiary” in the Agreement shall be deemed to include the Contingent Beneficiary if the context so indicates.

a. the unmarried, natural born child of the employee under the age of 25 years; or

b. the unmarried adopted child of the employee under the age of 25 years.

(d) Executive means the individual named above who has been approved by the Quad/Graphics, Inc. Board of Directors to receive the benefits

provided under this Agreement and who is a Corporate Vice President or President.

(e) Final Base Earnings means the amount of regular earnings paid as compensation by the Corporation to the Executive at the time of the Executive’s death. Final Base Earnings does not include any other earning or compensation including, but not limited to bonus, options or incentives paid to Executive.

(f) Retirement Date means the date that the Executive terminates employment with the Corporation at a time when he/she has attained the age of 55.

2. Termination . If the Executive’s employment with the Corporation is terminated for any reason other than death prior to the Executive’s Retirement Date, the Executive, his designated Beneficiary or any other person or persons shall not have any right to receive any death benefits under this Agreement.

3. Benefits .

(a) If the Executive dies after attaining age 55 but before [his/her] Retirement Date, the Corporation shall pay to the Beneficiary an amount equal to 60% of [his/her] Final Base Earnings, in equal monthly installments beginning as soon as administratively possible after the Executive’s death and continuing for a period to end on the earlier of:

(1) the date on which the Executive would have become 65 years of age; or

(2) the later of :

i. the 25 th birthday of the youngest of the Executive’s surviving Dependent Children; or

ii. the death of the surviving spouse.

(b) If the Executive dies before attaining age 55, the Corporation shall pay to the Beneficiary an amount equal to 60% of [his/her] Final Base Earnings in equal monthly installments beginning as soon as administratively possible after the Executive’s death and continue for a period to end on the earlier of:

(1) the tenth anniversary of the Executive’s death; or

(2) the later of:

i. the 25 th birthday of the youngest of the Executive’s surviving Dependent Children; or

ii. the death of the surviving spouse.

(c) If the Executive leaves no surviving Dependent Children under the age of 25 and no surviving spouse, no death benefits are provided under this Agreement.

4. Beneficiary . The Executive shall have the right to designate in writing one or more Beneficiaries or Contingent Beneficiaries to receive the payments provided for in Section 3 of this Agreement. The Executive shall be permitted to change [his/her] Beneficiary designation so long as such change is consistent with Section 1 above. If the Executive fails to designate a Beneficiary, or the Beneficiary is deemed incompetent by a court of law, then the Corporation shall pay said amounts to the surviving spouse. If the Executive leaves no surviving spouse, then, the Corporation shall pay said amounts equally, according to the Uniform Transfers to Minors Act, for the benefit of Executive’s Dependent Children.

5. Restrictions . Notwithstanding anything contained in this Agreement to the contrary, no payment shall be made and all rights under this Agreement of the Executive, [his/her] designated Beneficiary, executors or administrators, or any other person, to receive payments under this Agreement shall be forfeited if the Executive dies by self-inflicted injury, whether sane or insane.

6. Insurance . If the Corporation elects to purchase a life insurance policy on the life of the Executive to provide the Corporation with the funds required to make payments under this Agreement, the Corporation shall at all times be the sole and complete owner and beneficiary of such policy and shall have the unrestricted right to use all amounts and exercise all options and privileges under the policy without the knowledge or consent of the Executive or his designated Beneficiary or any other person. It is expressly agreed that neither the Executive nor his designated Beneficiary nor any other person shall have any right, title or interest whatsoever in or to any such policy.

7. Assignment . Neither the Executive nor his designated Beneficiary nor any other person entitled to payments under this Agreement shall have the power to transfer, assign, anticipate, mortgage or otherwise encumber in advance of any such payments, nor shall such payments be subject to seizure for the payment of public or private debts, judgments, alimony, or separate maintenance, or be transferable by operation of law in event of bankruptcy, insolvency or otherwise.

8. Unsecured Promise . The Executive and any other person or persons having or claiming a right to payments under this Agreement or to any interest in this Agreement shall rely solely on the unsecured promise of the Corporation set forth in this Agreement. Nothing in this Agreement shall be construed to give the Executive or any other person or persons any right, title, interest or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever owned by the Corporation or in which it may have any right, title or interest now or in the future. The Executive or any person claiming a right to payments under this Agreement shall have the right to enforce his or her claim against the Corporation in the same manner as any unsecured creditor.

9. No Right to Employment . Nothing contained in this Agreement shall be construed as conferring upon the Executive the right to continue in the employ of the Corporation. The Corporation or the Executive may terminate the Executive’s employment at any time and for any reason with or without notice.

10. Amendment or Termination of Agreement . This Agreement may be amended or terminated unilaterally by the Corporation at any time or from time to time, with or without notice.

11. Previous Agreements. This Agreement replaces and supersedes all other similar or related booklets, handbooks, documents and agreements.

12. ERISA . The following provisions are intended to meet the requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

(a) Named Fiduciary and Plan Administrator . The Corporation is the named fiduciary and Plan Administrator for this Agreement. The Plan Administrator shall have full discretionary authority to interpret and apply all provisions of this Agreement, including, but not limited to, all issues concerning eligibility for and determination of benefits. Decisions of the Plan Administrator, made in good faith, shall be final and binding.

(b) Filing of a Claim for Benefits . The Executive’s designated Beneficiary shall make a claim for the benefits provided under this Agreement by delivering a written request to the Plan Administrator.

(c) Notification of Claimant of Decision . The Plan Administrator shall notify the designated Beneficiary (“Claimant”) in writing, within 45 days of his or her written application for benefits, of his or her eligibility or ineligibility for benefits under this Agreement. If the Plan Administrator determines that a Claimant is not eligible for benefits or full benefits, the notice shall set forth:

(1) The specific reasons for such denial,

(2) A specific reference to the provisions of the Agreement on which the denial is based,

(3) A description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and

(4) An explanation of the claims review procedure and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review.

If the Plan Administrator determines that there are special circumstances requiring additional time to make a decision, the Plan Administrator shall notify the claimant of the special circumstances and of the date by which a decision is expected to be made, and may extend the time for up to an additional 30-day period.

(d) Review Procedure . If a Claimant is determined by the Plan Administrator to be ineligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Plan Administrator by filing a petition for review with the Plan Administrator within 180 days after receipt of the notice issued by the Plan Administrator. The petition shall state the specific reasons why the Claimant believes that he or she is entitled to benefits, greater benefits, or different benefits. Within 45 days after receipt by the Plan Administrator of the petition, the Plan Administrator shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Plan Administrator orally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. Within the 45-day period, the Plan Administrator shall notify the Claimant of its decision in writing. The Plan Administrator’s written notice to the Claimant shall set forth specifically:

(1) The basis of the Plan Administrator’s decision;

(2) The specific provisions of the Agreement on which the decision is based;

(3) A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records, and other information relevant to the Claimant’s claim for benefits; and

(4) A statement of the Claimant’s right to bring an action under section 502(a) of ERISA.

If, because of the need for a hearing, the 45-day period is not sufficient, the decision may be deferred for up to another 45-day period at the election of the Plan Administrator, but notice of this deferral shall be given to the Claimant.

13. Limitation on Actions Against the Corporation . A Claimant must complete the Review Procedure set forth in section 12(d) before he or she may bring legal action against the Corporation for benefits pursuant to this Agreement. No legal action may be commenced against the Corporation more than 90 days after the Claimant receives notice of the Plan Administrator’s final decision on his or her appeal.

IN WITNESS WHEREOF, the parties have made this Agreement this day of , 20 .

EXECUTIVE


[Name of Executive]


QUAD/GRAPHICS, INC.


[Name and Title of Officer]

Exhibit 10.16

QUAD/GRAPHICS, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Restated Effective January 1, 2009)

I. ESTABLISHMENT OF PLAN

1.1 Establishment of Plan . Quad/Graphics, Inc. (the “Corporation”) established the Quad/Graphics, Inc. Supplemental Executive Retirement Plan (the “Plan”) effective as of January 1, 2003. The terms of the Plan as amended effective January 1, 2009 are described below.

1.2 Purpose . The purposes of this Plan are to supplement the retirement income that Participants, as defined below, will receive under the Quad/Graphics, Inc. Personal Enrichment Plan (“PEP”) and to provide Participants with an incentive to make a long-term commitment to employment with the Corporation. The Plan is not a contract of employment and does not guarantee employment or any term of employment.

1.3 Nonqualified Status of Plan . The Plan is a nonqualified deferred compensation plan. It is not intended to meet the tax qualification requirements of section 401(a) of the Internal Revenue Code of 1986 (the “Code”). It is intended that the Participants will not be subject to income tax on Plan benefits until those benefits are received. It is intended that the Plan be an unfunded plan to provide deferred compensation to a select group of management or highly compensated employees, as described in sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”) and, consequently, that the Plan be exempt from the participation, vesting, funding and fiduciary standards of ERISA. It is intended that the Plan comply with Code section 409A.

1.4 Unsecured Interest . This Plan does not give the Participants any interest whatsoever in any specific asset of the Corporation. To the extent that any person acquires a right to receive payments under this Plan, such right shall be an unsecured claim against the general assets of the Corporation and shall be no greater than the right of any unsecured general creditor of the Corporation.

II. DEFINITIONS

For purposes of this Plan, the following terms have the meanings set forth below:

2.1 Accrued Benefit means the amount of the benefit payable to a Participant or, if applicable, to the Participant’s Beneficiary, subject to the terms and conditions set forth herein.

2.2 Beneficiary means a person or persons designated by a Participant as provided in Section 4.2 to receive any benefits under the Plan following his or her death.

2.3 Board means the Board of Directors of the Corporation.

2.4 Corporation means Quad/Graphics, Inc.

2.5 Corporation Credit means the amount, if any, contributed to a Participant’s Accrued Benefit account by the Corporation for a Plan Year in accordance with Section 3.3.

2.6 Disability means a physical or mental condition that renders, or is expected to render, a Participant permanently and totally unable to perform his or her duties or any comparable duties for the Corporation. The determination of the existence of a Disability shall be made by the Corporation and shall be final and binding upon the Participant and all other parties. The Corporation may require the submission of such medical evidence as it deems necessary in order to arrive at its determination.

2.7 Participant means any corporate officer with the title of Vice President or above.

2.8 Plan Year means the calendar year.

2.9 Separation from Service means a Participant’s termination of employment or, if the Participant continues to provide services following such termination, such later date as is considered a separation from service from the Corporation and its 409A affiliates within the meaning of Code section 409A. Specifically, if a Participant continues to provide services to the Corporation or a 409A affiliate in a different capacity (i.e., a former employee becomes a director or an independent contractor), such shift in status is not automatically a Separation from Service, subject to Treas. Reg. section 1.409A-1(h)(5) among other provisions. For purposes of the Plan, a Participant’s termination of employment shall occur when the Corporation and the Participant reasonably anticipate that no further services will be performed by the Participant for the Corporation and its 409A affiliates (whether as an employee, a director or an independent contractor) or that the level of bona fide services the Participant will perform after such date will permanently decrease to no more than 20% of the average level of bona fide services performed by the Participant (whether as an employee, director or independent contractor) for the Corporation and its 409A affiliates over the immediately preceding 36-month period (or such lesser period of services). Notwithstanding the foregoing, if a Participant takes a leave of absence for purposes of military leave, sick leave or other bona fide leave of absence, the Participant will not be deemed to have incurred a termination of employment for the first 6 months of the leave of absence, or if longer, for so long as the Participant’s right to reemployment is provided either by statute or by contract; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 6 months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to 29 months without causing a termination of employment. For purposes of the Plan, the term “409A affiliate” means each entity that is required to be included in the Corporation’s controlled group of corporations within the meaning of Code section 414(b), or that is under common control with the Corporation within the meaning of Code section 414(c), provided, however, that the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” each place it appears therein or in the regulations thereunder.

III. DETERMINATION OF ACCRUED BENEFIT

3.1 Participant’s Account(s) . The Corporation shall establish and maintain one or more bookkeeping accounts for each Participant’s Accrued Benefit. The number of separate accounts for each Participant shall equal the number of different forms of payment elected by the Participant pursuant to Article V. The establishment of the account(s) is solely for accounting purposes and shall not require a segregation of any Corporation assets. Each separate account of a Participant’s Accrued Benefit shall be valued in accordance with Section 3.2.

3.2 Valuation of Accrued Benefit Account . The amount of a Participant’s Accrued Benefit account at any time will equal the Corporation Credits credited in accordance with Section 3.3 which are applicable to such account, adjusted to reflect the investment income, gains and losses on a fund designated by the Corporation, in the Corporation’s sole discretion, and charged with any payments from such account in accordance with Article V.

3.3 Corporation Credits . The Corporation shall credit a Participant’s Accrued Benefit account for a Plan Year with a Corporation Credit as of the last day of such Plan Year. The Corporation Credit for a Plan Year shall be the amount equal to the sum of (a) and (b) where:

(a) equals 1.8% times the Participant’s excess compensation for such Plan Year; and

(b) equals the applicable percentage times the Participant’s excess compensation for such Plan Year.

For purposes of (a) and (b), “excess compensation” means the difference, if any, of (i) the amount of “401(k) Compensation” that would have been recognized for the Participant under the PEP for such Plan Year for purposes of “Deferrals” and “Matching Contributions” if the Code section 401(a)(17) limitation did not apply, less (ii) the amount of “401(k) Compensation” actually recognized for the Participant under the PEP for such Plan Year. Notwithstanding the foregoing, in the event that a bonus earned during a Plan Year is not paid until the following Plan Year, for both Plan Years the amounts in (i) and (ii) above shall be calculated as if the bonus had in fact been paid in the Plan Year in which it was earned. For purposes of (b), the “applicable percentage” is the percentage of “Profit Sharing Compensation” that is allocated as a “Profit Sharing Contribution” for the Participant under the PEP for such Plan Year.

IV. VESTING AND DEATH BENEFIT PAYMENTS

4.1 Vesting . A Participant’s Accrued Benefit shall be fully vested in the event of:

(a) the Participant’s Separation from Service after attainment of age 55;

(b) the Participant’s Separation from Service as a result of the Participant’s Disability prior to age 55; or

(c) the Participant’s Separation from Service as a result of the Participant’s death prior to age 55.

In the event a Participant incurs a Separation from Service which does not result in vesting pursuant to (a), (b) or (c), the Participant’s Accrued Benefit shall be forfeited.

4.2 Death . Any benefit payments due on account of a Participant after the Participant’s death shall be paid to the Participant’s Beneficiary. A Participant may designate a Beneficiary (which may be one or more individuals or entities) in writing, which designation shall be effective only if and when it is delivered to the Corporation’s human resources department during the lifetime of the Participant. The Participant may change his or Beneficiary in the same manner, with the last valid designation on file with the Corporation on the death of the Participant being operative. If the primary Beneficiary predeceases the Participant, then the contingent Beneficiary shall have the right to receive payments under the Plan. In the event the Participant shall not designate a Beneficiary, or if for any reason such designation shall be ineffective, the Beneficiary shall be the Participant’s estate. Any payments made by the Corporation to a Beneficiary in good faith and under the terms of the Plan shall fully discharge the Corporation from all further obligations with respect to such payments.

V. TIME AND METHOD OF DISTRIBUTION

5.1 Initial Participant Election . On or before December 31, 2008, a Participant may make a written election of the time and form of payment of the Accrued Benefit from the options available under Section 5.3. In the event that a Participant with an Accrued Benefit on December 31, 2008 does not make a written election by December 31, 2008, the initial payment election shall be deemed the immediate lump sum method in Section 5.3(a). For a Participant who first becomes a Participant after December 31, 2008, the immediate lump sum method in Section 5.3(a) shall be deemed the initial payment election. The initial payment election shall apply to the Participant’s account reflecting the Accrued Benefit on December 31, 2008, adjusted as provided in Section 3.2 for deemed investment return, plus any Corporation Credits for Plan Years after December 31, 2008 (and deemed investment return thereon) unless and until the Participant makes a subsequent payment election pursuant to Section 5.2.

5.2 Subsequent Participant Elections . Prior to the end of any Plan Year after 2008, a Participant may make a subsequent election of the time and form of payment from the options available under Section 5.3. Such subsequent election shall apply to Corporation Credits (and deemed investment return thereon) for Plan Years commencing after the date of such subsequent election unless and until the Participant makes a new subsequent payment election hereunder. A new account shall be established under Section 3.1 to track the Corporation Credits subject to each subsequent payment election, except to the extent that a Participant repeats a form of payment under Section 5.3, in which case the Corporation shall use the same account for all credits subject to the same form of payment.

5.3 Time and Forms of Payment . The optional times and forms of payment are as follows:

(a) A lump sum payment during the calendar month following the month in which the Participant’s Separation from Service occurs;

(b) A lump sum payment during the calendar month following the first anniversary of the Participant’s Separation from Service;

(c) A lump sum payment during the calendar month following the second anniversary of the Participant’s Separation from Service;

(d) A lump sum payment during the calendar month following the third anniversary of the Participant’s Separation from Service;

(e) A lump sum payment during the calendar month following the fourth anniversary of the Participant’s Separation from Service; or

(f) Five annual installments, with one-fifth of the account balance being paid during the calendar month following the month in which the Participant’s Separation from Service occurs, one-quarter of the then-current account balance being paid during the subsequent January, and then, respectively, one-third, one-half, and the remainder of the then-current account balance being paid during each of the following three Januarys.

5.4 Small Benefit Exception . Notwithstanding Sections 5.1, 5.2 and 5.3, if a Participant’s aggregate vested Accrued Benefit as of any time after the Separation from Service does not exceed the then-applicable dollar limitation on 401(k) deferrals under Code section 402(g)(1)(B), the remaining portion of the Accrued Benefit shall be paid in a single lump sum during the following week.

VI. ADMINISTRATION

6.1 Administration by the Corporation . The Plan shall be administered by the Corporation. Decisions and determinations by the Corporation shall be in its sole discretion and shall be final and binding upon the Participant and any Beneficiary. As provided in Article IX, below, however, the Corporation reserves the right to amend, cancel or modify the Plan. Subject to the terms and conditions of the Plan, the Corporation shall have the exclusive power to:

(a) Determine the eligibility of the Participants for benefits under the Plan;

(b) Prescribe the form of any documents or instruments required in the administration of the Plan; and

(c) Do all other things needed for the orderly administration of the Plan.

6.2 Indemnification . The Corporation shall indemnify all members of the Board, officers and Plan administrators of the Corporation for any liability arising out of any action taken or decision made in good faith relating to the Plan.

VII. MISCELLANEOUS PROVISIONS

7.1 Nonalienation of Benefits .

(a) The rights and benefits under this Plan shall not be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge. Any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or benefit under the Plan shall be liable for or subject to the debts, contracts, liabilities or torts of a Participant or the person entitled to such benefit.

(b) The Corporation may, in its discretion, forfeit the Participant’s benefits under the Plan if the Participant attempts to alienate his or her benefits in violation of Section 7.1(a).

7.2 Marital Property Interest . The Wisconsin Marital Property System or other state laws may confer upon the spouse of a Participant certain marital property rights or an interest in benefits or payments received or acquired under the Plan. Such rights may include the ability of the spouse of a Participant to dispose of a marital property interest in a benefit or payment by will or by the laws of dissent and distribution. Neither the Board nor the Corporation shall be liable for actions taken or payments made in accordance with the Plan and the Board’s records which are inconsistent with any marital property interest of the spouse of a Participant under any state law. This Section 7.2 is not intended, and shall not be construed in such a way as, to make the Plan subject to any state law otherwise preempted by ERISA.

7.3 No Right to Employment . Nothing in this Plan or in any agreement entered into pursuant to the Plan shall confer upon the Participants the right to continue in the employment of the Corporation or affect any right of the Corporation to terminate the employment of a Participant.

7.4 Previous Agreements . This Agreement replaces and supersedes all other similar or related booklets, handbooks, documents and agreements.

7.5 Claims Procedure . A Participant or Beneficiary (a “Claimant”) may file a written request for benefits under the Plan with the Corporation. The request must be addressed to the General Counsel at the Corporation’s principal place of business. Generally, the Corporation shall provide the Claimant with a written decision on the claim within 45 days. The Corporation may, however, extend the reply period for an additional 30 days for reasonable cause. In that event, the Corporation will notify the Claimant, before the expiration of the initial 45-day period, of the need for the extension. If the claim is denied in whole or in part, the Corporation shall send a written notice to the Claimant, using language calculated to be understood by the Claimant, setting forth:

(a) The specific reason or reasons for the denial;

(b) The specific provisions of the Plan on which the denial is based;

(c) A description of any additional material or information necessary for the Claimant to perfect his claim and an explanation of why the material or information is necessary;

(d) The steps to be taken if the Claimant wishes to submit the claim for review; and

(e) The time limits for requesting a review of the Corporation’s decision.

Within 60 days after the Claimant receives the written notice described above, the Claimant may request, in writing, that the Corporation review its determination. The request must be addressed to the General Counsel, at the Corporation’s then principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Corporation. If the Claimant does not request a review of the determination within the 60-day period, he or she shall be barred and estopped from challenging the Corporation’s determination.

Within 45 days after the Corporation receives a request for review, the Corporation will review its determination. After considering all materials presented by the Claimant, the Corporation will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Plan on which the decision is based. If special circumstances require that the 45-day time period be extended, the Corporation will so notify the Claimant and will render the decision as soon as possible, but no later than 90 days after the General Counsel receives the request for review.

Any decision by the Corporation shall be made by an officer in a superior office to the Claimant or by the Board with respect to a claim by the Chief Executive Officer or, in its discretion, a claim by any other Participant.

7.6 Limitation on Actions Against the Plan . A Claimant must complete the Claims Procedure set forth in Section 7.5 before he or she may bring legal action against the Corporation or the Plan for benefits pursuant to the Plan. No legal action may be commenced against the Corporation or the Plan more than 90 days after the Claimant receives notice of the Corporation’s final decision on his or her appeal.

7.7 Amendment and Termination

(a) By action of the Board, the Corporation may, at any time and from time to time, amend the Plan in any respect, in its sole discretion. Notwithstanding the foregoing, no such amendment will reduce the Participant’s vested Accrued Benefit.

(b) By action of the Board, the Corporation may terminate the Plan at any time. In the event the Corporation terminates the Plan, the Participant’s vested Accrued Benefit, as of the date of termination, shall be paid to the Participant as soon as practicable following the date of termination of the Plan.

7.8 Separation From Other Plans . Except as otherwise required by law, no benefit under the Plan shall be taken into account in determining any benefit under any pension, retirement, thrift, profit sharing, group insurance, or other benefit plan maintained or hereafter established by the Corporation.

7.9 Guardianship . In the event a Participant is incompetent, the Corporation, in its sole discretion, may make any distribution due the Participant to a legal or natural guardian or other relative of the Participant, to a court-appointed guardian of the Participant, or to any adult with whom the Participant temporarily or permanently resides, and any payments to such guardian, custodian, relative or other person shall be a complete discharge of the Corporation’s obligations under the Plan without any further responsibility on the part of the Corporation.

7.10 Tax Withholding . The Corporation may withhold, or require the withholding of, any federal, state or local taxes required to be withheld with respect to any benefit payment.

7.11 FICA Taxation . Benefits under the Plan shall be subject to FICA taxation as required pursuant to Code section 3121(v).

7.12 Applicable Law . Except to the extent preempted by ERISA, this Plan shall be governed and interpreted in accordance with the laws of the State of Wisconsin.

7.13 Successors and Assigns . The Plan shall be binding upon and inure to the benefit of the Corporation, its successors and assigns.

7.14 Additional Provisions under Code Section 409A and Other Laws .

(a) If an amount or the value of a benefit under the Plan is required to be included in a Participant’s or Beneficiary’s income prior to the date such amount is actually distributed or benefit provided as a result of the failure of the Plan (or any other arrangement required to be aggregated with the Plan under Code section 409A) to comply with Code section 409A, then the Participant shall receive a distribution, in a lump sum, within 90 days after the date it is finally determined that the Plan fails to meet the requirements of Code section 409A; such distribution shall equal the amount required to be included in the Participant’s income as a result of such failure and shall reduce the amount of payments or benefits otherwise due hereunder.

(b) If any payment or the provision of any benefit required under the terms of the Plan would jeopardize the ability of the Corporation to continue as a going concern, the Corporation shall not be required to make such payment or provide such benefit; rather, the payment or benefit shall be delayed until the first date that making the payment or benefit does not jeopardize the ability of the Corporation to continue as a going concern.

(c) If any payment or benefit due pursuant to the Plan would violate the terms of Section 16(b) of the Securities Exchange Act of 1934 or other Federal securities laws, or any other applicable law, then the payment or the provision of the benefit

shall be delayed until the earliest date on which making such payment or providing such benefit would not violate such law.

(d) The Corporation and the Participants intend the terms of the Plan to be in compliance with Code section 409A. The Corporation does not guarantee the tax treatment or tax consequences associated with any payment or benefit, including but not limited to consequences related to Code section 409A. To the maximum extent permissible, any ambiguous terms of the Plan shall be interpreted in a manner which avoids a violation of Code section 409A.

(e) By electing to contribute to the Plan, each Participant acknowledges that to avoid an additional tax on payments that may be payable or benefits that may be provided under the Plan and that constitute deferred compensation that is not exempt from Code section 409A, the Participant must make a reasonable, good faith effort to collect any payment or benefit to which the Participant believes the Participant is entitled hereunder no later than 90 days after the latest date upon which the payment could have been made or benefit provided under the Plan, and if not paid or provided, must take further enforcement measures within 180 days after such latest date.

Exhibit 10.17

Summary of Quad/Graphics, Inc.

Board of Directors Compensation

Annual Retainer	$	35,000
Committee chairman – additional retainer	5,000
Board meeting fee	1,500
Committee meeting fee	1,000

Option to purchase 2,500 shares per year, at $10 discount to appraised value for minority interest, vesting ratably over three years.

Exhibit 21

Subsidiaries of Quad/Graphics, Inc. (WI)

Name		Domicile
Quad/Brazil, Inc.		DE
Quad/Brazil Grafica LDTA		Brazil
Quad/Holland, Inc.		DE
Quad/International, Inc.		DE
QG Holland B.V.		Netherlands
Quad/Winkowski Sp z o.o		Poland
CRT Sp z o.o		Poland
Quad/Argentina, Inc.		DE
Anselmo L. Morvillo, S.A.		Argentina
QuadTech, Inc.		WI
Quad/Tech Europe, Inc.		DE
Quad/Tech East, Inc.		WI
QuadTech UK Limited		UK
QuadTech Germany GmbH		Germany
QuadTech Italy srL		Italy
QuadTech France SarL		France
CR\T		WI
Quad/Creative, LLC		DE
Quad/Covenant Corporate Health Services, LLC		WI
Quad/Med, LLC		WI
Quad/Med Missouri, Inc.		DE
Duplainville Transport, Inc.		WI
Quad/Air, LLC		WI
Quad/Greenfield, LLC		WI
QuadSystems, LLC		WI
QGR, LLC		NV
QGR Real Estate Investment Company, LLC		NV
Quad Transportation Services, LLC		WI
The Quad Technology Group, Inc.		WI
Silver Spring Realty, Inc.		WI
Quad/West, Inc.		DE
Graphic Services, Inc.		DE
Child Day Care & Learning Services, Inc.		WI
Graphic Imaging Technology, LLC		DE
Imaging Technology Group, Inc.		DE
Quad/Marketing, LLC		WI
Graphic Prepress & Imaging Technology, LP		TX
QuadTech Holdings Limited		Hong Kong
QuadTech Shanghai Trading Company		China
QuadTech Ireland Limited		Ireland
QuadDirect, LLC		WI
Openfirst, LLC		DE
New Electronic Printing Systems, LLC		DE
New Diversified Mailing Services, LLC		DE
Quad/Graphics Printing Services, LLC		WI
Print-Champ Winkowski GmbH		Austria
Winkwoski Deutschland GmbH		Germany
Winkowski Print AB		Sweden
Winkowski Print UK Limited		UK
QuadWinkowski Print Limited		Russia
Pilgraf Sp z o.o		Poland
Sewis Kadrowy Sp z o.o		Poland
Winkowski Logistics Sp z o.o		Poland

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-4 of our report dated March 3, 2010 relating to the consolidated financial statements of Quad/Graphics, Inc. and subsidiaries (which report expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph referring to the retrospective adoption of accounting standards related to accounting for the classification and measurements of redeemable equity, reporting earnings per share, disclosures for segment reporting, and accounting for uncertainty in income taxes on January 1, 2007, and accounting for noncontrolling interests on January 1, 2009) appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin

March 5, 2010

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

World Color Press Inc.

We consent to incorporation by reference in the Registration Statement on Form S-4 of Quad/Graphics, Inc. (the “Registration Statement”) of our reports dated March 1, 2010, with respect to the consolidated balance sheets of World Color Press Inc. (formerly Quebecor World Inc.) and subsidiaries as of December 31, 2009 and 2008 and the related consolidated statements of income (loss), comprehensive income (loss), shareholders’ equity (deficit) and cash flows for the seven-month period ended July 31, 2009 (to the fresh-start reporting date), the five-month period ended December 31, 2009, as well as for each of the years in the two-year period ended December 31, 2008, and the effectiveness of internal control over financial reporting as of December 31, 2009, which reports appear in World Color Press Inc.’s Annual Report on Form 40-F filed on March 1, 2010, and to the reference to our firm under the heading “Experts” in the Registration Statement.

/s/ KPMG LLP

Chartered Accountants

Montréal, Canada

March 5, 2010

Exhibit 99.2

[Morgan Stanley & Co. Incorporated Letterhead]

CONSENT OF MORGAN STANLEY & CO. INCORPORATED

We hereby consent to the use in the Registration Statement on Form S-4 of Quad/Graphics, Inc. (the “Registration Statement”), and in the proxy circular/prospectus of Quad/Graphics, Inc. and World Color Press Inc. which is part of the Registration Statement, of our opinion dated January 25, 2010, appearing as Annex B to the proxy circular/prospectus, and to the description of such opinion and the references to our name contained therein under the headings “Summary — Opinion of World Color Press’ Financial Advisor,” “Risk Factors— Risks Relating to the Arrangement,” “The Arrangement—Background of the Arrangement,” “The Arrangement— World Color Press’ Reasons for the Arrangement; Recommendation of the Board of Directors,” and “The Arrangement— Opinion of World Color Press’ Financial Advisor.” In giving the foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “experts” as used in the Securities Act or the rules and regulations promulgated thereunder.


	MORGAN STANLEY & CO. INCORPORATED


	By:	/s/ William H. Strong

		*William H. Strong*
		*Managing Director*


		Vice Chairman Investment Banking

Chicago, Illinois

March 5, 2010

ARTICLE I THE ARRANGEMENT

(a) Company will amalgamate with Acquiror Sub in a transaction in which all of the assets of Company will be owned by the amalgamated company (“ Amalco ”).

(d) Each Company Common Share and each Company Preferred Share that is owned directly or indirectly by Company immediately prior to the Effective Time will be automatically canceled and retired and will cease to exist, and no consideration shall be delivered in exchange therefor.

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(the “ Company RSU Plan ”) to adopt all resolutions, take all actions and obtain all consents necessary to provide that:

(iii) that, in all other respects, the terms, restrict ions and conditions of Company’s restated articles of incorporation and by-laws as in effect as of the date of this Agreement, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;

(iv) for the grant of the Dissent Rights to the holders of Company Common Shares (other than the Escrowed Shares);

(v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

(vi) that the Company Meeting may be adjourned or postponed from time to time by Company (subject to the terms of this Agreement) without the need for additional approval of the Court;

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(vii) confirmation of the record date for the purposes of determining the shareholders of Company entitled to receive material and vote at the Company Meeting in accordance with the Interim Order; and

(viii) for such other matters as Company may reasonably require subject to obtaining the prior written consent of Acquiror, such consent not to be unreasonably withheld, conditioned or delayed.

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Parties shall cooperate so that the Company Preferred Shares Redemption occurs on the Closing Date (the “ Company Preferred Shares Redemption Date ”).

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Section 1.7. [Reserved]

(b) On the Closing Date, Acquiror shall file such documents with the Wisconsin Department of Financial Institutions as are necessary to cause Acquiror’s restated articles of incorporation to be amended and restated in substantially the form attached hereto as Exhibit E .

(c) On the Closing Date, Company shall file the Articles of Arrangement with the Director. The Articles of Arrangement shall implement the Plan of Arrangement.

ARTICLE II REPRESENTATIONS AND WARRANTIES OF COMPANY

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repurchase, redeem or otherwise acquire any Equity Interests of Company or any of its Subsidiaries or (ii) to vote or to dispose of any Equity Interest of any of Company’s Subsidiaries.

Section 2.5. No Violation.

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Section 2.6. Company Financial Statements.

(b) Attached to Section 2.6(b) of the Company Disclosure Schedule is a statement reflecting all reconciliations required to reconcile the Company Financial

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Statements to generally accepted accounting principles in the United States in accordance with Item 18 of Form 20-F.

Section 2.7. Tax Matters.

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Course of Business. Neither Company nor any of its Subsidiaries is subject to any Liens for Taxes, other than Liens for current Taxes not yet due and payable.

ARTICLE I
THE ARRANGEMENT

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF COMPANY