0000897069-06-002307 Sample Contracts

Confidential
Change in Control Agreement • November 1st, 2006 • Banta Corp • Commercial printing

In the event that Banta should incur a “Change in Control of the Company” as defined in the Company’s standard KEESA agreement as filed with the SEC as Exhibit 10(e) to the Company’s Form 10-K for the year ended January 1, 2000, you will be entitled to the following:

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SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • November 1st, 2006 • Banta Corp • Commercial printing • Wisconsin

This Second Amendment (the “Amendment”), dated as of October 31, 2006, between Banta Corporation, a Wisconsin corporation (the “Company”), and American Stock Transfer & Trust Company, a New York banking corporation (“AST”), to the Rights Agreement between the Company and AST (as successor Rights Agent to Firstar Bank, N.A.), dated as of November 5, 2001, and as amended by the Amendment to Rights Agreement, dated as of September 30, 2002 (as so amended, the “Rights Agreement”).

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