**Exhibit 10.2**

 

**AMENDMENT**

**TO**

**SHAREHOLDER RIGHTS AGREEMENT**

 

1.             **General Background**. In accordance with Section 27 of the Shareholder Rights Agreement by andbetween State Street Bank and Trust Company and Courier Corporation (the“Company”) dated March 18, 1999 (the “Agreement”), the Rights Agent and Companydesire to amend the Agreement to appoint EquiServe Trust Company, N.A.

 

2.             **Effectiveness**. This Amendment shall be effective as of Nov.8, 2001 (the “Amendment”) and all defined terms and definitions in theAgreement shall be the same in the Amendment except as specifically revised bythe Amendment.

 

3.             **Revision**.  The sectionin the Agreement entitled “Change of Rights Agent” is hereby deleted in itsentirety and replaced with the following:

 

CHANGE OFRIGHTS AGENT. The Rights Agent or any successor Rights Agent may resign and bedischarged from its duties under this Agreement upon thirty (30) day’s noticein writing mailed to the Company by first class mail.  The Company may remove the Rights Agent orany successor Rights Agent (with or without cause), effective immediately or ona specified date, by written notice given to the Rights Agent or successorRights Agent, as the case may be, and to each transfer agent of the CommonStock of the Company and Preferred Stock, and by giving notice to the holdersof the Right Certificates by any means reasonably determined by the Company toinform such holders of such removal (including without limitation, by includingsuch information in one or more of the Company’s reports to shareholders orreports or filings with the Securities and Exchange Commission).  If the Rights Agent shall resign or beremoved or shall otherwise become incapable of acting, the Company shallappoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period ofthirty (30) days after giving notice of such removal or after it has beennotified in writing of such resignation or incapacity by the resigning orincapacitated Rights Agent or by the holder of a Right Certificate (who shall,with such notice, submit his Right Certificate for inspection by the Company),then the incumbent Rights Agent or the registered holder of any RightCertificate may apply to any court or competent jurisdiction for the appointmentof a new Rights Agent.  Any successorRights Agent, whether appointed by the Company or by such a court, shall be acorporation or trust company organized and doing business under the laws of theUnited States, in good standing, which is authorized under such laws toexercise stock transfer or corporate trust powers and is subject to supervisionor examination by federal or state authority and which has individually orcombined with an Affiliate at the time of its appointment as Rights Agent acombined capital

 

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and surplus ofat least $100,000,000. After appointment, the successor Rights Agent shall bevested with the same powers, rights, duties and responsibilities as if it hadbeen originally named as Rights Agent without further act or deed; but thepredecessor Rights Agent shall deliver and transfer to the successor RightsAgent any property at the time held by it hereunder, and execute and deliver anyfurther assurance, conveyance, act or deed necessary for the purpose.  Not later than the effective date of any suchappointment, the Company shall file notice thereof in writing with thepredecessor Rights Agent and each transfer agent of the Common Stock of theCompany and the Preferred Stock, and mail a notice thereof in writing to theregistered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, orany defect therein, shall not affect the legality or validity of theresignation or removal of the Rights Agent or the appointment of the successorRights Agent, as the case may be.

 

4.             Exceptas amended hereby, the Agreement and all schedules or exhibits thereto shallremain in full force and effect.

 

 

**IN WITNESS WHEREOF,**the parties hereto have caused this Amendment to be executed in their names andon their behalf by and through their duly authorized officers, as of this 8th day of Nov, 2001.

 

 
| COURIER  CORPORATION | STATE STREET  BANK AND    |
|----------------------|---------------------------|
|                 | TRUST  COMPANY            |
|                 |                      |
|                 |                      |
| By:                  | /s/ James F.  Conway III  |   | By: | /s/ S. Cesso |   |
|                 | Name:                     |   | Name: |
|                 | Title:                    |   | Title: |
|                 |                      |
|                 |                      |
|                 | EQUISERVE  TRUST COMPANY, |
|                 | N.A.                      |
|                 |                      |
|                 |                      |
|                 | By:                       | /s/ S. Cesso |   |
|                 |                      | Name: |
|                 |                      | Title: |
|                      |                           |  |  |  |  |  |  |