8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2010

VALASSIS COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10991	38-2760940
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

19975 Victor Parkway, Livonia, MI	48152
(Address of Principal Executive Offices)	(Zip Code)

(734) 591-3000

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items to be Included in this Report

Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 8, 2010, Valassis Communications, Inc. (“Valassis”) entered into an amendment to its existing Supplemental Benefit Plan, dated September 15, 1998, as amended, in order to expand the definition of “earnings” to include annual bonus awards under certain circumstances.

The foregoing description of the amendment referenced above is summary in nature, and is subject to, and qualified in its entirety by, the full text of the Third Amendment to the Supplemental Benefit Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Third Amendment to Valassis Communications, Inc. Supplemental Benefit Plan, dated as of July 8, 2010

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VALASSIS COMMUNICATIONS, INC.
	By:	/s/ Todd Wiseley
Date: July 9, 2010	Name:	Todd Wiseley
	Title:	General Counsel, Senior Vice President, Administration and Secretary

Exhibit Index

Exhibit No.	Description
10.1	Third Amendment to Valassis Communications, Inc. Supplemental Benefit Plan, dated as of July 8, 2010

EX-10.1

Exhibit 10.1

THIRD AMENDMENT

TO THE

VALASSIS COMMUNICATIONS, INC.

SUPPLEMENTAL BENEFIT PLAN

THIS AMENDMENT to the Valassis Communications, Inc. Supplemental Benefit Plan, as amended (the “Plan”), is made on this 8th day of July, 2010, by Valassis Communications, Inc. (the “Corporation”).

WHEREAS, the Corporation maintains the Plan for the benefit of a select group of management or highly-compensated employees;

WHEREAS, the Corporation’s Board of Directors has the authority to amend the Plan under Sections 8.7 and 9 thereof; and

WHEREAS, the Corporation’s Board of Directors approved an amendment to the Plan to expand the definition of “earnings” to include annual bonus awards under certain circumstances.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Section 4.3 of the Plan is amended by adding the following sentence after the final sentence of such Section:

“Effective as of July 8, 2010, ‘earnings’ also includes annual bonus amounts to the extent such amounts exceed one hundred percent (100%) of a participant’s annual base pay; provided, however, that no special, ad hoc, or one-time bonuses will be treated as ‘earnings’.”

2. All other terms of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this amendment has been adopted by the Corporation as of the day and year first written above.

By:	/s/ Todd Wiseley
Name:	Todd Wiseley
Title:	General Counsel, Senior Vice President, Administration and Secretary