POWER OF ATTORNEY

            Know all by these presents, that, for good and
valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the undersigned hereby constitutes
and appoints each of Andrew R. Schiesl and Russell E. Ryba,
and any of their substitutes, signing singly, the undersigned's
true and lawful attorney-in-fact to:

      1. execute for and on behalf of the undersigned (in
accordance with Section 16(a) of the Securities Exchange Act
of 1934, as amended, and the rules thereunder (the "Exchange
Act")), any and all Forms 3, 4 and/or 5, and any amendments
thereto, that are necessary or advisable for the undersigned
to file under Section 16(a) (collectively, "Documents") with
respect to the undersigned's holdings of and transactions in
the securities issued by Quad/Graphics, Inc., a Wisconsin
corporation (the "Company").

      2. do and perform any and all acts for and on behalf of
the undersigned that may be necessary or desirable to complete
and execute any such Documents and timely file such Documents
with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and

      3. take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.

            The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any
and every act and thing whatsoever requisite, necessary or proper
to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all
that each such attorney-in-fact (or such attorney-in-fact's
substitute or substitutes) shall lawfully do or cause to be done
by virtue of this power of attorney and the rights and powers
herein granted.  The undersigned acknowledges that each
attorney-in-fact, in serving in such capacity at the request of
the undersigned, is not assuming, nor is such attorney-in-fact's
substitute or substitutes or the Company assuming, any of the
undersigned's responsibilities to comply with the Exchange Act.

            The undersigned agrees that such attorney-in-fact
may rely entirely on information furnished orally or in writing
by the undersigned to such attorney-in-fact. The undersigned
also agrees to indemnify and hold harmless the Company and such
attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of
or are based on any untrue statement or omission of necessary
facts in the information provided by the undersigned to such
attorney-in-fact for purposes of executing, acknowledging,
delivering and filing Documents and agrees to reimburse the
Company and such attorney-in-fact for any legal or other expenses
reasonably incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.

            This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file
Documents with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered
to each of the foregoing attorneys-in-fact.

            IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 25th day of June, 2010.


/s/ David J. Honan
David J. Honan