DONNELLEY R R & SONS CO
MICHAEL W. WINKEL AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>dex10.txt
<DESCRIPTION>MICHAEL W. WINKEL AGREEMENT
<TEXT>
<PAGE>


                                                                      Exhibit 10

                 RETIREMENT, CONSULTING AND RELEASE AGREEMENT
                 --------------------------------------------

This Retirement, Consulting and Release Agreement ("Agreement") is entered into
by and between R. R. Donnelley & Sons Company ("Donnelley"), its affiliated
entities, and their respective shareholders, directors, officers and employees
(Donnelley and such others collectively referred to as the "Company"), and
Michael W. Winkel (the "Executive") as of this 31st day of July, 2001.

WHEREAS, Donnelley has employed Executive as Executive Vice President and Chief
Strategy Officer, and the Company has designated Executive as a director and/or
officer of certain subsidiaries;

WHEREAS, Executive has elected to retire from his employment and all offices he
holds with the Company, effective the close of business on August 10, 2001; and

WHEREAS, the Company and Executive mutually agree to end the employment
relationship with Donnelley, secure Executive's availability to provide
consulting services to the Company in the future, secure a covenant not to
compete from Executive, and to settle any and all matters and potential claims
on the terms and conditions and for the compensation stated herein;

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth
below, the Company and Executive agree as follows:

1.   Executive shall remain on the payroll of Donnelley at his base salary
     through August 10, 2001 ("Retirement Date") at which time his employment
     will terminate. For purposes of determining any obligations of Executive or
     Donnelley under any other agreement between them, the Retirement Date shall
     be deemed to be the termination of Executive's employment. Effective on the
     Retirement Date, Executive shall resign from any and all positions he may
     hold with the Company. Executive's separation shall be deemed to be, and
     shall be, early retirement with the consent of the Company for purposes of
     determining his rights under retirement, stock options, restricted stock
     and other benefit plans and agreements maintained by or on behalf of the
     Company providing for rights dependent upon whether a termination of
     employment was early retirement with the consent of the Company.

2.
     a.   So long as Executive is not in "material breach" of the terms
          contained in paragraphs 3, 4, 5, 6 and 7 of this Agreement, and so
          long as Executive does not revoke this Agreement in accordance with
          the provisions of paragraph 13 below, the Company will cause the
          following compensation to be paid to Executive and shall cause the
          following events to occur:

          i.   The rights of Executive under restricted stock and stock option
               grants made to Executive by the Company shall be honored in
               accordance with the terms of such grants and the plans under
               which such grants were made.
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               A list of Executive's restricted stock and stock option grants
               outstanding is set forth in Exhibit A.

          ii.  In lieu of any rights Executive may have to payment under the
               2001 Senior Management Long Term Incentive Award made to
               Executive pursuant to the terms of the 2001 Stock Incentive Plan
               on January 25, 2001, Executive shall be paid the sum of $64,000
               on or about September 1, 2001.

          iii. On or about September 1, 2001, the Company shall cause Executive
               to be paid the sum of $54,432, being the bank balance (net of any
               administrative credit) earned in accordance with the terms of the
               Management Incentive Plan.

          iv.  Executive shall receive payment as soon after August 10, 2001 as
               practicable, for all vacation days accrued and untaken as of
               August 10, 2001. No further vacation will accrue after August 10,
               2001.

          v.   At the time provided for in the plan, the Company will pay
               Executive his 2001 plan year bonus, if any, in accordance with
               the senior officers annual incentive plan, prorated for the
               portion of the year prior to the Retirement Date.

          vi.  The Company shall reimburse Executive for tax and accounting,
               legal or financial planning fees incurred by Executive at any
               time prior to July 31, 2002, upon receipt of invoices, up to a
               maximum reimbursement of $8,000.00. Any amounts reimbursed
               hereunder shall be taxable to Executive.

          vii. Executive shall, as soon as practicable after the Retirement
               Date, return all files, keys, credit cards and records of the
               Company in Executive's possession. Executive shall submit within
               fifteen (15) days of the Retirement Date all expense account
               records and vouchers relating to his employment with the Company
               and the Company shall reimburse said expenses within thirty (30)
               days of receipt.

     b.   So long as Executive is not in "material breach" of the terms
          contained in paragraphs 3, 4, 5, 6 and 7 of this Agreement, and so
          long as Executive does not revoke this Agreement in accordance with
          the provisions of paragraph 13 below, in addition to the payments
          described in subparagraph a. above, on October 1, 2001, the Company
          shall pay to Executive in satisfaction of the Company's obligation for
          Executive's retirement benefit under the R. R. Donnelley & Sons
          Company Unfunded Supplemental Benefit Plan ("SERP"), the sum of
          $418,000 from the SERP.


                                                                          Page 2
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     c.   For purposes of this Agreement, the term "material breach" shall mean
          a breach by Executive of an applicable provision of this Agreement
          which breach has a material adverse effect on the Company, it being
          understood that a breach of Executive's covenants in paragraph 4(a)
          below or an improper disclosure by Executive of confidential
          information of the Company (as defined in that certain Agreement
          Regarding Confidential Information, Intellectual Property, and Non-
          solicitation of Employees) shall be deemed a material breach of the
          promises hereof, without right to cure.

     d.   The payments and benefits described in this paragraph shall be subject
          to withholding taxes to the extent required by law.

3.   Prior to the second anniversary of the Retirement Date, neither Executive
     nor any senior executive representing the Company shall at any time
     disparage the other or portray the other in a negative light, except that
     nothing herein shall prevent the Company from making any of its books and
     records available to third parties as required by law. Executive shall not
     disclose to any one (without the prior written consent of the Company) any
     information regarding the Company or its financial condition, contractual
     arrangements, internal affairs, or governance which is non-public,
     confidential, or proprietary or which would in any way injure the
     reputation of the Company or of any of the (past or present) shareholders,
     members, directors, officers, employees, agents or attorneys of the
     Company.

4.   In consideration of the covenants and agreements of the Company herein
     contained, the positions of trust and confidence he occupied with the
     Company and the information of a highly sensitive and confidential nature
     he garnered as a result of such position:

     a.   Executive agrees that he will not, from and after the Retirement Date
          and ending on July 31, 2003, without the prior written consent of the
          Company:

          i.   either directly or indirectly accept employment by or serve as a
               consultant, agent, principal stockholder, corporate officer,
               director, or any other individual or representative capacity for
               any individual or entity which shall be a competitor of either
               (a) Red Rover Digital, Inc., or (b) any line of business which as
               of the Retirement Date represents more than five percent (5%) of
               the gross revenues of the Company.

          ii.  assist in the solicitation of any work in competition with the
               business as competition is defined in i. above; nor solicit
               directly or indirectly the employees of Donnelley or any of its
               subsidiaries to accept any other employment.

     b.   Executive acknowledges that a breach by him of his agreements
          contained in this paragraph would cause irreparable harm to the
          Company which is not adequately measurable by money damages and that
          accordingly in the event of such a breach, in

                                                                          Page 3
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          addition to any and all other rights the Company may have, including,
          without limitation, rights at law and in equity, and the right of the
          Company to terminate its obligations under this Agreement and the
          payment of any monies hereunder including under this paragraph 4, the
          Company shall be entitled to equitable remedies in the nature of
          injunctive relief to stop any existing breaches and to prohibit any
          future breaches.

5.   Executive agrees that during the one-year period commencing August 11, 2001
     and ending August 10, 2002, he will hold himself available to provide, and
     will provide, consulting services to the Company related to the areas of
     his expertise developed during his career with Donnelley. All consulting
     services will be directed by, and as a consultant Executive will report to
     the Chief Executive Officer. For his services as a consultant and in
     further consideration of the agreements of Executive set forth in paragraph
     4 above, the Company will pay Executive as follows:

     a.   Executive shall be paid the sum of $2,000 per day for each working day
          during which his consulting services are requested by the Company and
          made available by Executive.  No minimum number of days is required,
          and any days upon which consulting services are made available shall
          be as mutually agreed by the parties.  During this period, office
          space and secretarial support will not be regularly provided, but will
          be made available on an "as-needed" basis.

     b.   The Company shall reimburse Executive for his out-of-pocket expenses
          incurred in performing consulting services for the Company.  Such
          expenses shall be documented and reimbursed in accordance with Company
          policies applicable to executives in positions comparable to that of
          Executive prior to the Retirement Date, and in a manner satisfactory
          to the Company.

6.   Executive, on behalf of himself, his heirs, executors, attorneys,
     administrators, and assigns, agrees to release the Company (including
     current and former employees, partners, fiduciaries, directors, agents,
     divisions, parents, subsidiaries, affiliates, attorneys or other related
     entities) from all known or unknown claims, demands, agreements, actions,
     suits, causes of action, damages and liabilities of any kind, in law or
     equity or otherwise, which Executive has, had or may have against Company
     related to Executive's employment, resignation from his positions with the
     Company, or retirement from Donnelley, including, but not limited to,
     claims which could have been asserted under any fair employment, contract
     or tort law, or any other federal, state or local law, regulation or
     ordinance, such as Title VII of the Civil Rights Act of 1964, the Employee
     Retirement Income Security Act, the Age Discrimination in Employment Act,
     the Americans with Disabilities Act, the Older Workers Benefit and
     Protection Act, or under any compensation, bonus, severance, retirement or
     other benefit plan. Notwithstanding the foregoing, nothing herein shall
     release or waive any rights Executive may have to enforce the provisions of
     this Agreement, or release any claims for any benefits due to Executive
     under any stock or benefit plans available to Executive as a result of his
     retirement or under the provisions hereof. Executive acknowledges and
     agrees that the release and

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     covenant not to sue included in this paragraph are essential and material
     terms of this Agreement and that without such release and covenant not to
     sue no agreement would have been reached by the parties. Executive
     understands and acknowledges the significance and consequences of this
     release, and hereby further acknowledges the receipt of separate
     consideration beyond that to which he would otherwise be entitled in
     exchange for such release.

7.   On February 23, 1999, Executive signed an Agreement Regarding Confidential
     Information, Intellectual Property, and Non-Solicitation of Employees.
     Executive understands and acknowledges that he will be expected to abide,
     and will abide, by the terms of that Agreement. Executive also agrees to
     remain bound by any agreement signed relating to any credit card issued to
     Executive as a Donnelley employee.

8.   Executive may retain the personal computer equipment (laptop, monitor,
     facsimile), cellular phone and PDA provided to him by the Company. All
     software programs and files belonging to the Company shall be deleted prior
     to such equipment being removed from Company premises.

9.   This Agreement embodies the entire agreement and understanding of the
     parties with regard to the matters described in this Agreement and
     supersedes any and all prior or contemporaneous agreements and
     understandings, oral or written, between Executive and the Company.

10.  Executive acknowledges that the Company has advised him that, pursuant to
     the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), he
     has a right to elect continued coverage under the Company's group health
     plans, at his own expense, for a period of eighteen (18) months from the
     Retirement Date; provided, however, that the Company shall reimburse
     Executive for up to six (6) months' continued coverage under the Company's
     group dental plan. Any amount reimbursed hereunder shall be taxable to
     Executive.

11.  This Agreement shall be governed by and construed in accordance with the
     internal laws (as opposed to the conflict of law provisions) and decisions
     of the State of Illinois, as applied to agreements executed in and to be
     fully performed within Illinois.

12.  In signing below, Executive expressly acknowledges that he has read this
     Agreement carefully, that he fully understands its terms and conditions,
     that he has been advised of his rights and has been advised to consult an
     attorney prior to executing this Agreement. Executive intends to be legally
     bound by the terms and conditions of this Agreement.

13.  Notwithstanding anything in this Agreement to the contrary, Executive
     acknowledges that he has had the opportunity to have at least twenty-one
     (21) days within which to decide whether or not to sign this Agreement.
     Executive further acknowledges that he has been given the right to revoke
     this Agreement by serving, within a seven (7) day period after signing, a
     written notice of revocation. The Agreement shall become effective on the

                                                                          Page 5
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     eighth day following its execution by Executive. If Executive revokes the
     Agreement, neither party shall have any obligation under it.

14.  The rights and obligations of the Company under this Agreement shall inure
     to the benefit of and be binding upon its successors and assigns and
     Executive's rights hereunder shall inure to the benefit of his legal
     representatives or designated beneficiaries.

15.  If any provision of this Agreement is held by a court of competent
     jurisdiction to be invalid, void or unenforceable, the remaining provisions
     shall nevertheless continue in full force and effect without being impaired
     or invalidated in any way.

16.  All notices or other communications required or permitted hereunder shall
     be in writing and may be delivered by hand, by facsimile, by nationally
     recognized private courier or by United States mail. Notices by mail shall
     be deemed given two (2) business days after being deposited in the United
     States mail, postage prepaid, registered or certified mail, return receipt
     requested. Notices delivered by facsimile or private courier shall be
     deemed given on the first business day following the date of sending. All
     notices or other communications shall be addressed as follows:

          If to Donnelley, to:
               R. R. Donnelley & Sons Company
               77 West Wacker Drive
               Chicago, Illinois 60601-1696
               Attn: General Counsel
               Facsimile:  312/326-7620

          If to Executive, to:
               Mr. Michael W. Winkel
               16002  77th Street
               South Haven, MI 49090

     or to such other address as such party may indicate by a notice delivered
     to the other.


IN WITNESS WHEREOF the parties have executed this Agreement as of the date first
above written.

R. R. DONNELLEY & SONS COMPANY



By: /s/ Haven E. Cockerham                     /s/ Michael W. Winkel
    ------------------------                   ---------------------
Name: Haven E. Cockerham,                      Executive
      Senior Vice President


                                                                          Page 6
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                                   EXHIBIT A

Equity Grants
=============

Restricted Stock Awards    Vesting Schedule
-----------------------    --------------------------------

February 15, 2000          5334 shares on February 15, 2002
                           5333 shares on February 15, 2003

Stock Option Grants        Vesting Schedule                  Expiration Date
-------------------        ---------------------------       ---------------

     March 1, 1999         20,000 vested                     August 10, 2006
                           30,000 vested on retirement       August 10, 2006

     March 23, 2000        10,000 vested                     August 10, 2006
                           40,000 vested on retirement       August 10, 2006

     March 23, 2000        17,200 vested                     August 10, 2006
                           68,800 vested on retirement       August 10, 2006

401(k)
======

     As of July 30, 2001, Executive had 987.3469 units representing the company
     match.  The value of these units varies dependent on fund performance, and
     dividends and interest earned.

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