BOWNE & CO, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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1.01

“Actuarial Equivalent” shall mean the equivalent value when computed on the basis of the average of the mortality rates for males and females (50/50 blend) under the 1994 GAR Mortality Table and an interest rate of five (5) percent per year, compounded annually except with respect to a lump sum determined under Sections 3.03(b)(iii), 3.06(b), and 3.10 which shall be computed using the IRS Interest Rate.

1.02

“Administrative Committee” shall mean the Corporation’s Compensation and Management Development Committee of the Board of Directors, any delegated successor or substitute committee thereto or, during any period of time when no such committee is in existence, the Corporation’s entire Board of Directors. Any action taken by the Corporation’s Administrative and Investment Committee pursuant to a valid delegation by the Administrative Committee shall be considered action taken by the Administrative Committee.

1.03

“Affiliated Company” shall mean any company not participating in the Plan which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which also includes the Company as a member; any trade or business under common control (as defined in Section 414(c) of the Code) with the Company; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Company; and any other entity required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code.

1.04

“Annual Bonus” shall mean the amount, if any, awarded to an Eligible Employee under the Company’s annual incentive program.

1.05

“Average Final Compensation” shall mean the average of the annual Compensation of an Eligible Employee during the five (5) calendar years in the last ten (10) years of his or her employment immediately preceding the date of his or her Termination of Employment with the Company and all Affiliated Companies, or the date he or she ceases to be an Eligible Employee, if earlier, which affords the highest such average; provided, however, if a Member has less than five years of employment with the Company or an Affiliated Company on his or her termination date if such date is after the occurrence of a Change in Control Event, or his or her date of death or the date he or she becomes entitled to a disability Benefit under Section 3.05, the determination of such Member’s Average Final Compensation shall be based on his or her Compensation during all of his or her years of employment with the Company and all Affiliated Companies. In determining a Member’s Average Final Compensation, Annual Bonuses shall be applied to the calendar year in which the services relating to the bonus have been rendered.

1.06

“Beneficiary” shall mean the person or persons designated by a Member as a beneficiary in a time and manner determined by the Administrative Committee. If the Member fails to designate a Beneficiary or if the Beneficiary predeceases the Member, the Member’s spouse shall be the Beneficiary or if no spouse survives the Member, the Member’s estate shall be the Beneficiary. A Member may change his or her designated Beneficiary in a time and manner determined by the Administrative Committee. No Beneficiary

designation shall be effective unless and until such designation is presented to and accepted by the Senior Vice President of Human Resources of the Corporation.

1.07

“Benefit Commencement Date” shall mean the first of the month in which an amount is payable on behalf of a Retiree in accordance with the provisions of Section 3.02, 3.04, or 3.05, whichever is applicable.

1.08

“Benefit(s)” shall mean the payments payable under Article 3 of this Plan.

1.09

“Board of Directors” shall mean the Board of Directors of the Corporation.

1.10

“Change in Control Event” shall mean, in accordance with Section 409A of the Code, one of the following:

(a)

The date any one person, or more than one person acting as a group, acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Corporation;

(b)

The date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing 30 percent or more of the total voting power of the stock of the Corporation;

(c)

The date a majority of the members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of the appointment or election; or

(d)

The date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation that have a total gross fair market

value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Corporation immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets

Any determination of the occurrence of any Change in Control Event made in good faith by the Board of Directors, on the basis of information available at the time to it, shall be conclusive and binding for all purposes.

1.11

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.12

“Company” shall mean the Corporation or any successor by merger, purchase or otherwise, with respect to its employees and such affiliated companies authorized by the Board of Directors, on such terms and conditions as the Board of Directors may determine, to participate in the Plan.

1.13

“ Compensation ” shall mean the annual base salary paid during a calendar year to an Eligible Employee for services rendered to the Company and the full Annual Bonus accrued for services rendered to the Company during such calendar year including the portion of the Annual Bonus that was deferred pursuant to the Bowne & Co., Inc. Deferred Award Plan, including the 20% match thereon, determined prior to any salary reduction made pursuant to a “qualified cash or deferred arrangement” (as defined under Section 401(k) of the Code), or pursuant to a “cafeteria plan” (as defined under Section 125 of the Code) or pursuant to Section 132(f) of the Code. No other remuneration, including but not limited to Long-Term Incentive awards or bonuses, stock options, performance bonuses and sign-on bonuses, will be used to determine Compensation

under the Plan, except to the extent otherwise deemed Compensation for purposes of the Plan under the preceding sentence.

1.14

“Corporation” shall mean Bowne & Co., Inc., a Delaware corporation.

1.15

“Credited Service” shall mean, with respect to an Eligible Employee, service rendered with the Company counting completed months of service as one-twelfth of a year of Credited Service. In addition to the foregoing, an Eligible Employee may, subject to the approval of the Chief Executive Officer of the Corporation, be granted additional years of Credited Service (to a maximum of fifteen (15) years) for purposes of determining the amount of certain Benefits under the Plan. In 2004, the SERP was amended to provide that the actual number of years of prior employer service credited may not exceed the actual number of years the participant worked at the Company. Prior employer service is disregarded if an executive terminates employment prior to attainment of age 50. Only years of service with a prior employer (service with a prior employer shall include service with a partnership or periods of self-employment that meet the other requirements of this section and are approved by the Chief Executive Officer of the Corporation) for which the Eligible Employee will receive pension benefits under a qualified defined benefit or defined contribution plan sponsored by the prior employer shall be eligible to be considered as additional years of Credited Service under the Plan. The number of years of Credited Service with a prior employer so granted, if any, and the benefit related to such service for each Eligible Employee shall be communicated in a separate memorandum to each affected Eligible Employee at the time the Eligible Employee becomes a Member, and the record of such grant shall be kept by the Corporation’s Human Resources Department. The months and years of Credited Service granted for

service with a prior employer and the benefit offset set forth in the Company’s records related to the prior service credit will be reduced proportionately under uniform rules established by the Administrative Committee as completed months of Credited Service are earned for employment with the Company so as to provide that the Member’s total accumulated years of Credited Service under this Section 1.15 shall not exceed twenty (20).

1.16

“ Early Retirement Factor ” shall mean an amount by which a Benefit will be reduced because the Retiree’s Benefit Commencement Date precedes his/her Normal Retirement Date. The amount of the reduction shall be equal to 5% for each year and 1/12 ^th of 5% for each month of a fractional year by which the Benefit Commencement Date precedes the first date of the month coincident with or next following the 62 ^nd anniversary of the Member’s birth.

1.17

“Effective Date” shall mean January 1, 1999, with an amended and restated Effective Date of December 31, 2008.

1.18

“Eligible Employee” shall mean an employee who occupies a position of senior management with the Company who has been approved for participation by the Board of Directors or the Chief Executive Officer of the Corporation.

1.19

“Grandfathered Pre-2005 Benefit” shall mean the portion of a Member’s Benefit, if any, that was accrued and vested before January 1, 2005, determined under the provisions of the Plan without regard to any amendments after October 3, 2004 that would cause a material modification for Code Section 409A purposes, adjusted for the passage of time based on actuarial equivalent assumptions and procedures established by the

Administrative Committee in accordance with the provisions of Treasury Regulation. 1.409A-6(a)(3)(iv).

1.20

“IRS Interest Rate” shall mean the annual rate of interest on 30-year Treasury Securities as published in the first full calendar month preceding the calendar quarter in which payment under the Plan is scheduled to begin disregarding any delay in payment pursuant to Section 3.11 of the Plan.

1.21

“Member” shall mean any person included in the membership of the Plan as provided in Article 2.

1.22

“Normal Retirement Date” shall mean the first day of the calendar month coincident with or next following the earlier of the date an Eligible Employee (i) attains age 62 and completes at least five (5) years of employment with the Company or any Affiliated Company, or (ii) completes thirty (30) years of employment with the Company or any Affiliated Company.

1.23

“Pension Plan” shall mean the Bowne Pension Plan, as amended from time to time, and any qualified successor plan thereto.

1.24

“ Permanent Disability ” shall mean, in accordance with Section 409A of the Code and any regulations and any other guidance thereunder, any one of the following: (1) a disability that makes the Member unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; (2) any medically determinable physical or mental impairment that can be expected to result in the Member’s death or can be expected to last for a continuous period of not less than 12 months, for which the Member is receiving income

replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (3) a determination that a Member is totally disabled by the Social Security Administration or Railroad Retirement Board.

1.25

“Plan” shall mean the Bowne & Co., Inc. Supplemental Executive Retirement Plan, as amended from time to time.

1.26

“Retiree” shall mean (a) a Member who retires under the provisions of Section 3.02 on or after his or her Normal Retirement Date, (b) a Member who terminates employment with the Company and all Affiliated Companies and is entitled to a Benefit under the provisions of Section 3.04(a), Section 3.04(b), or Section 3.04(c), or (c) a Member who receives a Benefit under the provisions of Section 3.05.

1.27

“Termination of Employment ” shall mean a “Separation from Service” as such term is defined in the regulations under Section 409A of the Code, as modified by the rules described below:

(c)

The Corporation specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated party constitutes a Termination of Employment with respect to the Employee providing services to the seller immediately prior to the transaction and providing services to the buyer after the transaction.  Such determination shall be made in accordance with the requirements of Section 409A of the Code.

2.01

Eligibility

(a)

Every Member in the employ of the Company on December 31, 2008 shall, subject to the provisions of Section 1.18, continue as a Member of the Plan on such date.

(b)

Every other employee of the Company shall become a Member of the Plan on the first day of the calendar month coincident with or next following the date he or she becomes an Eligible Employee.

2.02

Termination of Membership

An Eligible Employee’s membership under the Plan shall terminate on the later of the date he or she (i) terminates employment with the Company and all Affiliated Companies, (ii) becomes an inactive Member as determined by the Chief Executive Officer of the Corporation or (iii) ceases to accrue Credited Service under the provisions of Section 3.05, unless at that time the Member is a Retiree entitled to a Benefit hereunder. The Credited Service and Benefit accrued to the date a Member is determined to become an inactive Member shall be fully vested, provided the Member has completed five or more years of service with the Company as of the date he or she is determined to be an inactive Member. A Retiree’s membership under the Plan shall terminate as of the date he or she is no longer entitled to a Benefit under the Plan.

3.01

Payment of Benefit

Except as otherwise provided in Sections 3.06, 3.07, and 3.10 hereof, Benefits shall be payable by the Company only with respect to a Member who becomes a Retiree, subject to the provisions of Sections 3.09 and 4.07. Such Benefits shall be payable from the general assets of the Company or from any trust the Board of Directors may establish for such purposes, or both, in the form described in 3.03.

3.02

Amount of Benefit

The annual amount of the Benefit payable in the form of a life annuity for the life of a Member who retires commencing on the first of the month following his or her Termination of Employment on or after attaining his or her Normal Retirement Date with the Company and all Affiliated Companies shall be equal to

(b)

the sum of (i) the annual amount of pension which is or would be payable to the Member pursuant to the provisions of the Pension Plan in the form of a single life annuity determined as of his or her date of Termination of Employment with the Company and all Affiliated Companies and (ii) the portion of the annual amount of pension which is or would be payable to the Member from another employer’s qualified retirement plan, as set forth in the Company’s records attributable to service which is recognized as Credited Service for purpose of this Section 3.02, and adjusted if necessary as provided in Section 1.15, with the benefit described

in clauses (i) and (ii) above calculated based on the assumption that said benefit commenced on the later of (1) the Member’s Normal Retirement Date under this Plan or (2) his or her date of Termination of Employment.