COURIER CORP
DEF 14A, 1997-12-03
BOOK PRINTING
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<PAGE>   1


                            SCHEDULE 14A INFORMATION
 
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                  EXCHANGE ACT OF 1934 (AMENDMENT NO.       )
 
FILED BY THE REGISTRANT /X/       FILED BY A PARTY OTHER THAN THE REGISTRANT / /
 
- --------------------------------------------------------------------------------
 
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
    14a-6(e)(2))
 
                            COURIER CORPORATION
                (Name of Registrant as Specified In Its Charter)
 
                            COURIER CORPORATION
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
    1) Title of each class of securities to which transaction applies:
 
    2) Aggregate number of securities to which transaction applies:
 
    3) Per unit price or other underlying value of transaction computed pursuant
       to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
       is calculated and state how it was determined):
 
    4) Proposed maximum aggregate value of transaction:
 
    5) Total fee paid:
 
/ / Fee paid previously with preliminary materials.
 
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.
 
    1) Amount Previously Paid:
  
    2) Form, Schedule or Registration Statement No.:
 
    3) Filing Party:
 
    4) Date Filed:
 
- --------------------------------------------------------------------------------
<PAGE>   2

                              COURIER CORPORATION


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                JANUARY 15, 1998



To the Stockholders of 
  COURIER CORPORATION:

       NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of COURIER CORPORATION (the "Corporation") will be held at the
Boston University Corporate Education Center, 72 Tyng Road, Tyngsboro,
Massachusetts, at ll:00 A.M. on Thursday, January 15, 1998, for the following
purposes:

       1.     To elect three Class C Directors to hold office for a term of
              three years and until their respective successors shall be elected
              and shall have qualified;

       2.     To ratify and approve the selection by the Board of Directors of
              Deloitte & Touche LLP as independent public accountants for the
              Corporation for the current fiscal year ending September 26, 1998;
              and

       3.     To transact such other business as may properly come before the
              Annual Meeting or any adjournment thereof.

       The Board of Directors has fixed the close of business on November 21,
1997 as the record date for the determination of the stockholders entitled to
notice of and to vote at the Annual Meeting and at any adjournments or
postponements thereof.



                                       By order of the Board of Directors,



                                       F. BEIRNE LOVELY, JR., Clerk


15 Wellman Avenue
North Chelmsford, Massachusetts 01863
December 5, 1997



       IF YOU DO NOT EXPECT TO ATTEND IN PERSON, IT WOULD BE APPRECIATED IF YOU
WOULD FILL IN AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.







<PAGE>   3

                                 PROXY STATEMENT

                               COURIER CORPORATION
                                15 WELLMAN AVENUE
                      NORTH CHELMSFORD, MASSACHUSETTS 01863

                         ANNUAL MEETING OF STOCKHOLDERS

                                JANUARY 15, 1998

                             NATURE OF SOLICITATION

       This Proxy Statement is furnished in connection with and accompanies a
Proxy for and Notice of Annual Meeting of Stockholders (the "Notice") of Courier
Corporation (the "Corporation" or "Courier"), to be held January 15, 1998 at
ll:00 A.M. at the Boston University Corporate Education Center, 72 Tyng Road,
Tyngsboro, Massachusetts, for the purposes set forth in said Notice. The
solicitation is made on behalf of the Board of Directors of the Corporation.

       This Proxy Statement and the accompanying Notice and Proxy Card (the
"Proxy") are first being sent to stockholders on or about December 5, 1997. The
Board of Directors has fixed the close of business on November 21, 1997 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting (the "Record Date").

       The cost of preparing, assembling and mailing the Proxy and Notice and
this Proxy Statement and of soliciting Proxies is to be borne by the
Corporation. In addition to the use of the mails, solicitation may be made by
telephone and personally by employees and Directors of the Corporation.
Corporate Investor Communications, Inc. has been hired by the Corporation to act
as a distribution agent and solicitor only with respect to record holders who
are brokers, dealers, banks or other entities that exercise fiduciary powers in
nominee name or otherwise, at a fee of approximately $3,000. The Corporation
will also bear the expense of banks, brokers and other fiduciaries or nominees
who may forward Proxies and proxy material to beneficial owners of shares held
of record by such holders of record.

       Any Proxy given pursuant to this solicitation may be revoked by the
person giving it prior to the exercise of the powers conveyed by it by filing
with the Clerk of the Corporation a written revocation or duly executed Proxy
bearing a later date or by attending the Annual Meeting and voting in person.
Unless a Proxy is revoked, the shares represented thereby will be voted at the
Annual Meeting or at any adjournment thereof in the manner hereinafter
described.

       The Annual Report of the Corporation for the fiscal year ended September
27, 1997 including financial statements for the fiscal year ended September 27,
1997, is being mailed to stockholders concurrently with this Proxy Statement.

                                VOTING SECURITIES

       As of the Record Date, the securities outstanding and entitled to vote at
the Annual Meeting consist of 2,048,216 shares of Common Stock, par value $1 per
share, of the Corporation (the "Common Stock"). Only holders of record at the
close of business on November 21, 1997 will be entitled to vote at the meeting.
Each stockholder is entitled to one vote, in person or by proxy, for each share
held. A majority in interest of all shares of Common Stock issued, outstanding
and entitled to vote at the meeting constitutes a quorum for the meeting
(1,024,109 shares). Abstentions and broker non-votes shall be counted in
determining the number of shares present at the meeting.



<PAGE>   4

       A plurality of votes properly cast for the election of Directors by
stockholders attending the meeting in person or by proxy will elect Directors to
office. A majority of votes properly cast at the meeting is required for
approval of other matters presented at the meeting, unless a larger vote is
required by law, or by the Corporation's Articles of Organization or By-Laws.
Abstentions and broker non-votes will not be counted as votes cast at the
meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       The following table sets forth, as of November 21, 1997, the ownership of
Common Stock of the Corporation by each Director, by each executive officer
named in the Summary Compensation Table below (each a "Named Executive
Officer"), by all Directors and executive officers of the Corporation as a
group, and by any person or group known to the Corporation to be the beneficial
owner of more than 5% of the outstanding shares of Common Stock. The number of
shares beneficially owned by each person and entity is determined according to
the rules of the Securities and Exchange Commission (the "Commission"), and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rules, beneficial ownership includes any shares as to which
the individual or entity has sole or shared voting power or investment power and
also any shares which the individual or entity has the right to acquire within
sixty days of November 21, 1997 through the exercise of an option or similar
right. Except as noted below, each holder has sole voting and investment power
with respect to all shares of Common Stock listed as owned by such person or
entity.

<TABLE>
<CAPTION>
                                                 Number of Shares
                                                   Beneficially      % of Shares
               Name                              Owned (1)(2)(3)     Outstanding
               ----                              ---------------     -----------
         <S>                                         <C>                <C>  

         James F. Conway III                         242,586  (4)       11.6%
         Kathleen Foley Curley                         3,600             0.2%
         Richard K. Donahue                            6,400             0.3%
         Edward J. Hoff                               58,924             2.9%
         Arnold S. Lerner                              7,718  (5)        0.4%
         Charles E. Otto                               3,600             0.2%
         W. Nicholas Thorndike                        21,900             1.1%
         George Q. Nichols                            13,776             0.7%
         Robert P. Story, Jr.                         47,502  (6)        2.3%
         Thomas G. Osenton                            23,730             1.1%
         Peter M. Folger                               9,365             0.5%
         All Directors and Executive Officers
           as a Group (11 persons)                   439,101            20.1%
         Courier Employee Stock Ownership Plan       134,193  (7)        6.6%
         The Killen Group, Inc.                      170,912  (8)        8.4%
         T.Rowe Price Associates, Inc.               130,000  (9)        6.4%
         Kennedy Capital Management                  130,356 (10)        6.4%
         Dimensional Fund                            102,900 (11)        5.1%

</TABLE>

(1)   The information concerning the amount of Common Stock of the Corporation
beneficially owned by each of the Directors and executive officers was furnished
to the Corporation by each such Director or executive officer.

(2)   Includes shares subject to options exercisable within sixty days as
follows: Mr. Conway, 48,534; Ms. Curley, 3,600; Mr. Donahue, 5,400; Mr. Hoff,
16,600; Mr. Otto, 3,600; Mr. Thorndike, 5,400; Mr. Nichols, 0; Mr. Story,
30,133; Mr. Osenton, 20,533; Mr. Folger, 6,291; and all Directors and executive
officers as a group, 184,691. For purposes of calculating the percentage of
shares outstanding with respect to each individual and the group, the shares
subject to such options have been treated as if they were issued and outstanding
only as to such individual or group.




                                       2
<PAGE>   5
(3)   Includes shares allocated to individual accounts in the Courier Employee
Stock Ownership Plan (the "ESOP") as follows: Mr. Conway, 1,572; Mr. Nichols,
1,691; Mr. Story, 1,119; Mr. Osenton, 198; and Mr. Folger, 724.

(4)   Includes 121,818 shares owned by the James F. Conway, Jr. Trusts of which
Mr. Conway III is a trustee with shared voting and investment power as to these
shares. Mr. Conway's address is c/o the Corporation, 15 Wellman Avenue, North
Chelmsford, MA 01863.

(5)   Includes 1,000 shares owned by Mr. Lerner's wife and 5,000 shares owned by
Mr. Lerner's adult children, as to which shares Mr. Lerner disclaims beneficial
ownership.

(6)   Includes 800 shares owned by Mr. Story's wife, as to which shares Mr.
Story disclaims beneficial ownership.

(7)   Includes 5,304 shares allocated to individual ESOP accounts for Named
Executive Officers. See (3). Boston Safe Deposit and Trust Company is the
trustee under the trust agreement relating to the ESOP. The ESOP's address is
c/o the Corporation, 15 Wellman Avenue, North Chelmsford, MA 01863.

(8)   Based upon information provided by The Killen Group, Inc. ("Killen Group")
as of November 21, 1997. Killen Group is an investment adviser with sole voting
and investment power as to 95,684 of these shares. The clients of Killen Group
exercise sole voting and investment power as to the remaining 75,228 shares held
in the portfolios. The address for Killen Group is 1189 Lancaster Avenue,
Berwyn, PA 19312.

(9)   Based upon information provided by T. Rowe Price Associates, Inc. as of
November 21, 1997. These shares are owned by T. Rowe Price Small Cap Value Fund,
for which T. Rowe Price Associates, Inc. ("Price Associates") serves as
investment adviser with power to direct investments. For purposes of the
reporting requirements of the Securities Exchange Act of 1934, Price Associates
is deemed to be a beneficial owner of such securities; however, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of such
securities. The address for Price Associates is 100 East Pratt Street,
Baltimore, MD 21202.

(10)  Based upon information provided by Kennedy Capital Management ("Kennedy
Capital") as of November 21, 1997. Kennedy Capital is an investment adviser with
sole investment power as to all of the 130,356 shares and sole voting power as
to 113,496 of these shares held in their portfolios. The address for Kennedy
Capital is 10829 Olive Boulevard, St. Louis, Missouri 63141.

(11)  Based upon information provided by Dimensional Fund Advisors, Inc.
("Dimensional Fund") as of September 30, 1997. Dimensional Fund is an investment
adviser with sole voting and investment power as to 54,800 of these shares, and
no voting or investment power as to the remaining 48,100 shares held in their
portfolios. The address for Dimensional Fund is 1299 Ocean Avenue, Santa Monica,
CA 90401.


                          ITEM 1: ELECTION OF DIRECTORS

      Pursuant to the By-Laws, the Corporation's directorships are divided into
three classes, consisting of Class A, Class B and Class C Directors. The term of
each directorship is three years and the terms of the three classes are
staggered in such a manner that only one class is elected in any one year. Three
Class C Directors are to be elected at the 1998 Annual Meeting. Each of the
three Class C Directors will serve until the 2001 Annual Meeting and until his
or her successor shall have been elected and shall have qualified or until his
or her earlier death, incapacity, resignation or removal. It is proposed that
Proxies not limited to the contrary will be voted to elect Arnold S. Lerner,
Charles E. Otto and George Q. Nichols as Class C Directors. Messrs. Lerner, Otto
and Nichols are presently Class C Directors having terms expiring at the 1998
Annual Meeting. If some unexpected occurrence should make necessary, in the
judgement of the Board of Directors, the substitution of some other person for
any of the nominees, it is the intention of the persons named in the Proxy to
vote for the election of such other person as may be designated by the Board of
Directors.




                                       3

<PAGE>   6


      Messrs. Lerner and Otto were previously elected by the stockholders. Mr.
Nichols was elected by the Board of Directors on March 16, 1995.

NOMINEES FOR ELECTION AS CLASS C DIRECTORS

ARNOLD S. LERNER -- Mr. Lerner, age 67, has been a Director of the Corporation
since 1989. He is a partner in nine radio stations in the Northeast and a
Director, Vice Chairman and Clerk of Enterprise Bank and Trust Company. If
elected, Mr. Lerner will serve as a Class C Director until the 2001 Annual
Meeting.

CHARLES E. OTTO -- Mr. Otto, age 56, has been a Director of the Corporation
since 1987. He is a consultant and a retired Corporate Officer and Senior Vice
President, Field Operations, United States Marketing Group of Xerox Corporation.
If elected, Mr. Otto will serve as a Class C Director until the 2001 Annual
Meeting.

GEORGE Q. NICHOLS -- Mr. Nichols, age 68, has been a Director of the Corporation
since March 1995. He is Senior Vice President of Courier Corporation and
President of National Publishing Company, a wholly-owned subsidiary of Courier
Corporation. He has held this position since 1976. If elected, Mr. Nichols will
serve as a Class C Director until the 2001 Annual Meeting.

DIRECTORS CONTINUING IN OFFICE

      The following persons are incumbent Directors and have unexpired terms as
Class A and Class B Directors as indicated.

EDWARD J. HOFF -- Mr. Hoff, age 42, has been a Director of the Corporation since
1989. He has been a consultant and President of Strategic Horizons Group, a
management consulting firm, since 1989. He has been a Partner at The Center for
Executive Development since 1992. Mr. Hoff was previously elected as a Class A
Director to serve until the 1999 Annual Meeting.

ROBERT P. STORY, JR. -- Mr. Story, age 46, has been a Director of the
Corporation since February 1995. He is Senior Vice President and Chief Financial
Officer of Courier Corporation as well as director of Courier's book
manufacturing operations. He joined Courier in 1986 as Vice President and
Treasurer and was elected Senior Vice President and Chief Financial Officer in
April 1989. Mr. Story was previously elected as a Class A Director to serve
until the 1999 Annual Meeting.

RICHARD K. DONAHUE -- Mr. Donahue, age 70, has been a Director of the
Corporation since June 1995. He is Vice Chairman of NIKE, Inc. of Beaverton,
Oregon and a member of the NIKE Board of Directors since 1977. He previously
served as President and Chief Operating Officer of NIKE, Inc. from 1990 to 1994.
He is a partner in the law firm of Donahue & Donahue. He is currently a director
of Epitope, Inc. (a bio-technology firm). Mr. Donahue was previously elected as
a Class A Director to serve until the 1999 Annual Meeting.

JAMES F. CONWAY III -- Mr. Conway, age 45, has been a Director of the
Corporation since 1988. Mr. Conway was elected Chairman of the Corporation on
September 22, 1994 and continues as President and Chief Executive Officer. He
had been Acting Chairman, President and Chief Executive Officer since December
1992, and President and Chief Operating Officer from 1988 to 1992. He has been
President and Chief Executive Officer of Courier Westford, Inc. (a wholly-owned
subsidiary of the Corporation) from 1986 to the present. He is a Director of
Enterprise Bank and Trust Company. Mr. Conway was previously elected as a Class
B Director to serve until the 2000 Annual Meeting.

W. NICHOLAS THORNDIKE -- Mr. Thorndike, age 64, has been a Director of the
Corporation since 1989. He serves as a Corporate Director or Trustee of a number
of organizations, including Bradley Real Estate, Inc., Providence Journal
Company, Eastern Utilities Associates, The Putnam Funds and Data General
Corporation. He has also served as a Trustee of Massachusetts General Hospital
since June 1969, and was the Chairman of the Board from 1987 to 1992 and
President from 1992 to 1994. Until December 1988, he was Chairman and Managing
Partner of Wellington Management Company. In February 1994, he accepted
appointment as a successor Trustee of private 




                                       4
<PAGE>   7

trusts in which he had no beneficial interest and concurrently became, serving
until October 1994, Chairman of the Board of two privately-owned corporations
controlled by such trusts. The two privately-held corporations filed voluntary
petitions under Chapter 11 of the Federal Bankruptcy Code in August 1994. Mr.
Thorndike was previously elected as a Class B Director of Courier Corporation to
serve until the 2000 Annual Meeting.

KATHLEEN FOLEY CURLEY -- Ms. Curley, age 46, has been a Director of the
Corporation since February 1995. She has been Director of Research at Lotus
Institute since 1996. She was an Associate Professor at Northeastern University
College of Business Administration in Management Information Systems between
1986 and 1997. Prior to her association with Northeastern University, she was a
visiting scholar at MIT - Center for Information Systems Research and an
instructor at the Harvard Graduate School of Business Administration. Ms. Curley
is a Director and member of the Board of Trustees of Arthur D. Little, School of
Management. Ms. Curley was previously elected as a Class B Director to serve
until the 2000 Annual Meeting.

BOARD MEETINGS AND COMMITTEES

      The Board of Directors of the Corporation held a total of 12 meetings
during the fiscal year ended September 27, 1997.

      The Board of Directors has an Audit and Finance Committee and a
Compensation and Management Development Committee. The Corporation has no
Nominating Committee.

      The Audit and Finance Committee (the "Audit Committee") consists of
Messrs. Donahue, Hoff, Lerner, Otto and Thorndike, and Ms. Curley, with Mr.
Lerner serving as Chairman. The functions of the Audit Committee include
recommendation of independent public accountants for the Corporation;
consultation with the Corporation's independent public accountants regarding the
plan of audit; review, in consultation with the independent public accountants,
of their report of audit and accompanying management letter; review of reports
and recommendations of the Corporation's internal auditor; and consultation with
the independent public accountants regarding the adequacy of internal accounting
controls. The Audit Committee held two formal meetings during the last fiscal
year. A part of each meeting was held with representatives of the Corporation's
independent public accountants outside of the presence of management.

      The Compensation and Management Development Committee (the "Compensation
Committee") consists of Messrs. Donahue, Hoff, Lerner, Otto and Thorndike, and
Ms. Curley, with Mr. Hoff serving as Chairman of the Committee. The Compensation
Committee administers the Company's executive compensation programs and approves
the compensation of executive officers. The Compensation Committee held two
formal meetings during the last fiscal year.

      Each Director attended at least 75% of the total number of meetings held
by the Board of Directors and any committees on which he or she served during
fiscal year 1997, with the exception of Richard K. Donahue, who attended an
aggregate of 7 of 16 Board and committee meetings.

DIRECTORS' COMPENSATION

      The Corporation pays its non-employee Directors (Messrs. Donahue, Hoff,
Lerner, Otto and Thorndike and Ms. Curley) an annual retainer of $12,000 and
meeting fees of $800 per meeting of the Board of Directors and any committee
meetings of the Board of Directors attended. The Corporation pays annual
retainer fees to non-employee Directors who serve as Chairmen of committees of
the Board of Directors as follows: Compensation Committee, $10,000 and Audit
Committee, $5,000. Non-employee Directors are allowed, at their election, to
receive all or one-half of their annual retainer fees for services as Directors
and as Chairmen of Committees in the form of stock options pursuant to the
Deferred Income Plan discussed below.




                                       5
<PAGE>   8

1989 DEFERRED INCOME STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

      The 1989 Deferred Income Stock Option Plan for Non-Employee Directors (the
"Deferred Income Plan") provides for the issuance of stock options for shares of
the Corporation's Common Stock to each non-employee Director of the Corporation
who elects to receive such options in lieu of 50 percent or 100 percent of each
annual retainer receivable by him or her for services as a Director and as a
Chairman of a Committee of the Board of Directors. Elections under the Deferred
Income Plan may be made only as to compensation paid for services rendered six
months after the date of the election. Options are granted on the first day of
each fiscal year, or in the case of a newly elected Director, on the first day
of the seventh month after his or her election to participate (the "Grant
Date").

      The per share exercise price for each option granted pursuant to the
Deferred Income Plan is $5 less than the average of the closing sales price per
share of Common Stock for the five consecutive trading days next preceding the
Grant Date of the option, but in no event less than $1 per share. The exercise
price is payable in cash, or in shares of Common Stock, or a combination of the
two. The number of shares of Common Stock for which options will be granted to a
participating Director as of any Grant Date is one-fifth of the dollar amount by
which his or her stipend is reduced on account of his or her election to
participate in the Deferred Income Plan.

      Each option granted under the Deferred Income Plan is exercisable on and
after its Grant Date to the extent of 25% of the total number of shares subject
to the option. Provided that the optionee is then serving as a Director, an
option becomes exercisable as to an additional 25% of the shares subject to the
option on and after each January 1, April 1 and July 1 next following its Grant
Date. Each option granted under the Deferred Income Plan expires five years
after its Grant Date. Unexpired options held by a participating Director at the
termination of his or her service as a Director may be exercised, to the extent
they had become exercisable before such termination, within three months after
the date of such termination. Unexpired options held by a participating Director
at his or her death may be exercised within one year after his or her death by
his or her personal representative, to the extent they had become exercisable
before his or her death.

      The Board of Directors has no authority under the Deferred Income Plan to
select optionees or to set the number of shares covered by an option or the
exercise price of an option, but subject to the foregoing limitations the Board
may administer and construe the Deferred Income Plan and the stock option
agreements pursuant to the Deferred Income Plan. Unless sooner terminated by the
Board of Directors, the Deferred Income Plan will terminate on September 28,
1999.

      Of the six persons currently eligible to participate in the Deferred
Income Plan, Messrs. Donahue, Hoff, Otto and Thorndike and Ms. Curley have
elected to participate. Options for 2,400 shares to each of Messrs. Otto and
Thorndike and Ms. Curley, and for 4,400 shares to Mr. Hoff were granted on
October 1, 1996 at an exercise price of $11.19 per share for fiscal 1997.





                                       6
<PAGE>   9


             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

INTRODUCTION

      The Compensation Committee ("the Committee") is comprised entirely of
non-employee, independent members of the Board of Directors. It is the
responsibility of the Committee to review the performance and set the
compensation of the Chief Executive Officer; and to review and approve all
compensation arrangements for executive officers, including cash compensation,
stock awards, employment/severance agreements and special benefits, where
applicable. Actions by the Committee are periodically reported to and, in
appropriate cases, ratified by the Board.

      The Committee approved the Executive Compensation Program in 1994 for all
executives, and the program was continued in 1997. An independent compensation
consultant was retained to assist the Corporation in evaluating the Executive
Compensation Program to ensure it continued to match directly the strategy and
organizational focus that the Corporation has established for achieving
competitive success, higher profits and maximizing shareholder returns.

PHILOSOPHY

      The Executive Compensation Program is designed to:

      -     attract and retain high quality management talent and to motivate
            them to build and sustain value for shareholders,

      -     provide aggregate compensation opportunities that, when performance
            goals are achieved, will be comparable to those provided by other
            companies with revenues and operating characteristics similar to the
            Corporation, and

      -     establish for employees in management positions a significant
            risk/reward compensation structure through incentive pay plans.

EXECUTIVE COMPENSATION PROGRAM

      The executive compensation program consists of four compensation
components that together comprise a total compensation amount established for
each executive officer. In determining total compensation amounts, the
Corporation reviews compensation survey data of other companies of a similar
revenue size, in similar markets as the Corporation, and in regional areas in
which the Corporation competes for executive talent. There is no special attempt
to set total compensation of executive officers to particular levels (e.g.,
median, salary midpoint, etc.) within the survey data. It is the opinion of the
Committee that when performance targets are achieved, total compensation earned
by executive officers will reach a level competitive with other executive
officers in companies with similar size and characteristics.

      Total compensation is comprised of base salary, an annual cash bonus, a
long-term stock incentive, and a long-term performance incentive.

      Base Salary - Increases in base salaries for fiscal 1997 ranged from 0% to
8.7% for executive officers.

      Annual Cash Bonus - The Committee approves annual cash bonus targets and
the performance targets upon which the bonus will be earned by executive
officers at the beginning of the fiscal year. At least one-third of the annual
cash bonus for all executive officers is based upon the achievement of corporate
earnings targets. Some executive officers may also have a portion of their
annual cash bonus based upon achievement of individual business unit earnings
targets. If the annual cash bonus is based on both corporate and individual
business unit earnings, the weighting given to the corporate measure ranges from
34% to 50% depending upon the position of the executive officer; the weighting
given to the individual business unit measures, therefore, ranges from 50% to
66%. 



                                       7
<PAGE>   10


No annual cash bonus is earned unless minimum earnings thresholds are achieved.
The maximum that may be earned is 200% of the annual cash bonus target when
earnings targets are exceeded by specified amounts.

      In 1997, the corporate earnings target was exceeded. All executives earned
125% of the portion of their annual cash bonus which was based upon the
corporate earnings measure. Executive officers earned from 35% to 200% of the
portion of their annual cash bonus based on individual business unit earnings.
In addition, Mr. Story was awarded a discretionary bonus for his efforts
relating to the acquisition of Book-mart Press, Inc.

      Long-Term Stock Incentive - The long-term stock incentive represents a
value, in terms of compensation, which is earned by executives through a
combination of a stock option award and a cash award based upon Total
Shareholder Return ("TSR"). The Committee believes that stock options and awards
based on TSR are a valuable method of tying executives' performance to the
creation of shareholder value over the long-term since the full benefit of the
total compensation package cannot be realized unless an appreciation in the
price of Common Stock of the Corporation occurs over a number of years. Stock
options for fiscal 1997 were awarded at the end of fiscal 1996. The stock option
awards, which vest over a three-year period, were granted to executive officers
with an option exercise price equal to the fair market value, except in the case
of the Chief Executive Officer's award which was 110% of the fair market value,
of the Corporation's Common Stock as of the date of the awards. One executive
officer was granted a stock option award with an exercise price equal to the
fair market value of the Corporation's Common Stock as of the date of the award
and which vests when the share price has reached specific targets and a specific
period of time has elapsed following the date of grant. The Committee believes
in encouraging share ownership by executives. Therefore, the number of shares
and/or options currently held by executive officers is not a factor in
determining individual option awards.

      The portion of the executive officers' long-term stock incentive which is
comprised of a cash award may be earned over a period of time up to 5 years
based upon the Corporation meeting or exceeding its peer group TSR. A portion of
the award may be earned annually based upon achieving an annual TSR measure; and
beginning with the third through fifth year, the full award may be earned based
upon achieving a cumulative TSR measure. Awards are paid following the close of
the fiscal year in which they were earned. Any unearned portion of the award
after five years is forfeited. In 1997, Courier Corporation's one-year total
shareholder return exceeded the one-year total shareholder return of its peer
group. Therefore, executive officers earned 25% of their cash award potential
under the fiscal 1996 long-term stock incentive and 25% of their cash award
potential under the fiscal 1997 long-term stock incentive. Award payouts were
made as of the close of fiscal 1997.

      Long-Term Performance Incentive - The long-term performance incentive is
earned by executive officers based upon the Corporation achieving specific
return on asset targets each year within a three-year performance period. If the
target is missed in any of the three years, a portion of the award is forfeited.
Amounts earned under the plan are not paid until the end of the three-year
performance period. The first year's return on assets target was achieved for
fiscal 1997 and will be paid following the close of the 1999 fiscal year. The
second year of the 1996 long-term performance incentive was achieved for 1997
and will be paid following the close of the 1998 fiscal year. The third year of
the 1995 long-term performance incentive was achieved for 1997; executives
earned 50% of the total award, and the payouts were made as of the close of
fiscal 1997.

CHIEF EXECUTIVE OFFICER PAY

      At the beginning of the fiscal year the Committee set Mr. Conway's total
compensation for 1997. Compensation survey data of Chief Executive Officers of
companies of similar revenue size and in similar markets as the Corporation were
used as a guide for determining Mr. Conway's 1997 total compensation.

      Mr. Conway's 1997 total compensation is comprised of a base salary, the
annual cash bonus, the long-term stock incentive, and the long-term performance
incentive. Mr. Conway's base salary, which had remained at the same level since
1995, was increased in 1997 by 8.7%. Mr. Conway's annual cash bonus was based
solely upon achieving corporate earnings targets. Since the corporate earnings
target was exceeded, Mr. Conway earned 125% of his 1997 bonus potential. Mr.
Conway's 1997 long-term stock incentive was comprised of a combination of a
stock option award, which was granted to Mr. Conway at the end of fiscal year
1996, and a cash award based upon 



                                       8
<PAGE>   11


Total Shareholder Return (TSR). The stock option award, which vests over a
three-year period, was granted at an option price equal to 110% of the fair
market value of the Corporation's Common Stock as of the date of the award.
Since the long-term stock incentive is a component of the total compensation
established for Mr. Conway by the Committee, a recognized stock option pricing
model was used to determine the number of shares which corresponded to a
specific amount of compensation. Therefore, the number of option shares awarded
was not based on the number of shares currently held by Mr. Conway. Mr. Conway
earned 25% of the fiscal 1996 long-term stock incentive cash award and 25% of
the fiscal 1997 long-term stock incentive cash award since Courier Corporation's
one-year total shareholder return exceeded the one-year total shareholder return
of its peer group in fiscal 1997. The payouts were made as of the close of
fiscal 1997. Mr. Conway earned a portion of the fiscal 1995, 1996, and 1997
long-term performance incentives, as described above, by achieving specific
return on assets targets. The award earned under the fiscal 1995 long-term
incentive, which represented 50% of the total award that could be earned, was
paid as of the close of fiscal 1997.

TAX LAW CHANGES

      In 1993, the tax laws were amended to limit the deduction a publicly-held
company is allowed for compensation paid in 1994 and thereafter to the Chief
Executive Officer and to the four most highly compensated executive officers
other than the chief executive officer. Generally, amounts paid in excess of $1
million to a covered executive, other than performance-based compensation,
cannot be deducted. In this regard, the Committee must determine whether any
actions with respect to this new limit should be taken by the Corporation. At
this time, it is not anticipated that any executive officer of the Corporation
will receive any such compensation in excess of this new limit during 1997. At
the recommendation of the Committee, the Board of Directors voted on November
27, 1995 to amend the 1993 Stock Incentive Plan to comply with Section 162(m) of
the Internal Revenue Code. The Committee will continue to monitor this situation
and will take additional actions if it is warranted in the future.

CLOSING

      The Committee believes that the executive compensation program implemented
for 1997 successfully tied executive compensation to the achievement of
significant corporate earnings, attainment of strategic goals, and increased
shareholder value.

               Kathleen Foley Curley              Arnold S. Lerner
               Richard K. Donahue                 Charles E. Otto
               Edward J. Hoff                     W. Nicholas Thorndike




                                       9
<PAGE>   12


                             EXECUTIVE COMPENSATION


SUMMARY COMPENSATION INFORMATION

      The following table (the "Summary Compensation Table") sets forth
information concerning compensation paid for the last three fiscal years to the
Corporation's Chief Executive Officer and each of its four other most highly
compensated executive officers serving at the end of the fiscal year ended
September 27, 1997 (collectively, the "Named Executive Officers") whose total
annual salary and bonus exceeded $100,000.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                           Long-Term
                                       Annual Compensation             Compensation Awards
                                 --------------------------------- ----------------------------
                                                         Other     Restricted
                                                         Annual       Stock              LTIP     All Other
Name and                                              Compensation    Awards Options/   Payouts Compensation
Principal Position      Year     Salary($)   Bonus($)     ($)          ($)    SARs(#)     ($)      ($)(1)
- ------------------      ----     --------    -------  ------------  -------- --------   ------- ------------
<S>                     <C>       <C>        <C>        <C>             <C>   <C>       <C>        <C>   
J. F. Conway III        1997      249,231    131,250    17,250          0     4,000     68,000     15,297
Chairman, President     1996      230,000          0     9,027          0     4,000     28,500     18,760
and Chief Executive     1995      230,000     84,000     9,900          0         0          0     20,530
Officer

G. Q. Nichols           1997      230,000    164,725     4,312          0         0     20,000     15,801
President of            1996      220,000      9,625         0          0         0      8,000     14,899
National Publishing     1995      210,000     90,000     4,950          0         0          0     14,581
Company

T. G. Osenton           1997      200,000     37,500         0          0     2,500     32,250     10,221
Senior Vice President   1996      199,904      3,528         0          0     4,000     15,000     11,482
and Chief Marketing     1995      195,000     52,500         0          0     5,000          0     11,849
Officer

R. P. Story, Jr.        1997      199,615    114,000     4,312          0     3,000     32,888      9,930
Senior Vice President   1996      189,846          0         0          0     3,000     10,500      8,642
and Chief Financial     1995      182,000     60,225     4,950          0     3,050          0      8,862
Officer

P. M. Folger            1997      114,808     31,250     2,156          0     1,000      5,953      8,170
Vice President          1996      109,904          0         0          0     1,000      1,500      6,623
and Controller          1995      105,000     23,000     1,238          0       910          0      5,369

</TABLE>

(1)   Includes payments made during fiscal 1997 under the Corporation's 1989
Incentive Program for Purchase of Courier Stock by executive officers as
follows: Mr. Conway, $6,369; Mr. Nichols, $0; Mr. Osenton, $2,327; Mr. Story,
$781; and Mr. Folger, $0. Also includes profit sharing contributions by the
Corporation to individual accounts in the Profit Sharing and Savings Plan
("PSSP") in fiscal year 1997 as follows: Mr. Conway, $5,250; Mr. Nichols,
$12,000; Mr. Osenton, $5,250; Mr. Story, $5,250; and Mr. Folger, $5,250. Also
includes matching contributions by the Corporation to individual 401(k) accounts
in the PSSP in fiscal year 1997 as follows: Mr. Conway, $2,764; Mr. Nichols,
$2,802; Mr. Osenton, $2,538; Mr. Story, $3,219; and Mr. Folger, $2,495. Also
includes the values of stock allocations to the individual accounts in the ESOP
in fiscal 1997 as follows: Mr. Conway, $914; Mr. Nichols, $999; Mr. Osenton,
$106; Mr. Story, $680; and Mr. Folger, $425.




                                       10
<PAGE>   13

                        OPTION GRANTS IN LAST FISCAL YEAR

      The following table shows the individual grants of stock options under the
Courier Corporation 1993 Stock Incentive Plan (the "1993 Stock Incentive Plan")
to each of the Named Executive Officers during the fiscal year ended September
27, 1997.

<TABLE>
<CAPTION>
                                         Individual Grants
                      --------------------------------------------------------
                        Number of    % of Total
                         Shares       Options
                       Underlying    Granted to     Exercise or                     Grant Date
                         Options    Employees in    Base Price      Expiration     Present Value
    Name              Granted(#)(1)  Fiscal Year     ($/Sh)(2)         Date           ($)(3)
    ----              ------------  ------------    -----------     ----------     -------------             
<S>                       <C>           <C>           <C>            <C>             <C>   

J. F. Conway III          4,000         11%           23.375         9/24/02          24,920


G. Q. Nichols                 0         --                --              --              --


T. G. Osenton             2,500          7%            21.25         9/24/04          19,825


R. P. Story, Jr.          3,000          9%            21.25         9/24/04          23,790


P. M. Folger              1,000          3%            21.25         9/24/04           7,930

</TABLE>


(1) All options granted and reported in this table were awarded on September 24,
1997 for fiscal 1998. The options awarded to Messrs. Conway, Osenton, Story and
Folger vest over a three-year period, in three equal installments. Options
granted for fiscal 1997 were awarded and reported in fiscal 1996. Options
granted are not assignable, except by the laws of descent and distribution or by
will. The 1993 Stock Incentive Plan provides that the Board of Directors will
determine the effect that the death of an option holder or the termination of
his employment will have upon the exercisability of the option. Option vesting
may be accelerated in the event of change in control of the Corporation.

(2)   The exercise prices of the options awarded to Messrs. Osenton, Story and
Folger are the fair market values of the Common Stock on the date of grant. The
exercise price of the option awarded to Mr. Conway on September 24, 1997 is 110
percent of the fair market value of the Common Stock on the date of grant.

(3)   The option values presented are based on the Black-Scholes option pricing
model adapted for use in valuing stock options. The Black-Scholes model relies
on several key assumptions to estimate the present value of options, including
the volatility of and dividend yield on the security underlying the option, a
risk-free rate of return on the date of grant, and the term of the option. In
calculating the grant date present values set forth in the table, a factor of
33.7% has been assigned to the volatility of the Common Stock, based on the
average monthly stock price for the three years preceding the date of grant; the
yield on the Common Stock has been set at 2.26%, based upon the annual dividend
rate in effect on the date of grant; the risk-free interest rates have been
fixed at 6.1% and 6.2% for periods of five and seven years, respectively, the
rates for U.S. Treasury Notes, with terms comparable to the option terms, on the
date of grant as reported in the Federal Reserve Statistical Release, and the
exercise of the options has been assumed to occur at the end of the actual
option terms of five and seven years. There is no assurance that these
assumptions will prove to be true in the future. Consequently, the grant date
present values set forth in the table are only theoretical values and may not
accurately determine present value. The actual value, if any, that may be
realized by each individual will depend on the market price of Common Stock on
the date of exercise.




                                       11
<PAGE>   14


                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR END OPTION VALUES

         The following table shows each stock option exercised during the fiscal
year ended September 27, 1997 by each of the Named Executive Officers and the
year-end value of unexercised options on an aggregated basis.


<TABLE>
<CAPTION>
                                                             Number of            Value of Unexercised
                                                        Unexercised Options       In-the-Money Options
                                                       at Fiscal Year End(#)    at Fiscal Year End ($)(1)
                  Shares Acquired      Value        --------------------------  --------------------------
      Name        On Exercise (#)  Realized ($)(1)  Exercisable  Unexercisable  Exercisable  Unexercisable
      ----        ---------------  --------------   --------------------------  --------------------------
<S>                      <C>           <C>            <C>            <C>          <C>                <C>

J. F. Conway III         3,000         15,000         65,534         6,666        512,547            0

G. Q. Nichols                0             --         22,600             0        161,412            0

T. G. Osenton                0             --         19,283         9,417        103,888       11,876

R. P. Story, Jr.             0             --         34,116         7,034        255,159       17,050

P. M. Folger                 0             --          5,988         1,969         39,773        5,573

</TABLE>

(1)   The dollar values are calculated by determining the difference between the
fair market value of the underlying Common Stock and the exercise price of the
options at exercise or fiscal year end, as the case may be.


             LONG-TERM INCENTIVE PLANS - AWARDS IN FISCAL YEAR 1997

      The following table describes long-term incentives awarded for the fiscal
year 1997 to 2001 performance period under the Corporation's Long-Term Incentive
Plan to the Named Executive Officers.

<TABLE>
<CAPTION>
                      Performance     ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK PRICE BASED PLANS
                       Or Other       ----------------------------------------------------------
                     Period Until     THRESHOLD                  TARGET                  MAXIMUM
                    Maturation or     ---------                  ------                  -------
       Name             Payout            ($)                     ($)                      ($)
       ----         -------------      ---------                 ------                  -------
<S>                   <C>               <C>                      <C>                     <C>   

J. F. Conway III      1997-1999         18,750                   75,000                  75,000
                      1997-2001         13,500                   54,000                  54,000

G. Q. Nichols         1997-1999          4,500                   18,000                  18,000
                      1997-2001          5,500                   22,000                  22,000

T. G. Osenton         1997-1999          6,250                   25,000                  25,000
                      1997-2001         17,250                   69,000                  69,000

R. P. Story, Jr.      1997-1999         15,000                   60,000                  60,000
                      1997-2001          9,500                   38,000                  38,000

P. M. Folger          1997-1999          3,750                   15,000                  15,000
                      1997-2001          1,500                    6,000                   6,000

</TABLE>



                                       12
<PAGE>   15

      Two long-term incentive plans are provided, one with a three-year
performance period and based upon achievement of specific return on asset
targets, and one with up to a five-year performance period and based upon
achievement of specific total shareholder return targets. In 1997 the threshold
amount, which represents 25% of the target amount, has been earned under both
plans because 1997 targets were achieved. For the plan based upon return on
assets, 75% of the target amount may be earned over the next two years. For the
plan based upon total shareholder return, 75% of the target amount may be earned
over the next four years. The threshold amount is 25% of the target amount
although it can be as low as 0% for both plans.

SENIOR EXECUTIVE SEVERANCE PROGRAM

      Messrs. Conway, Nichols, Osenton and Story are parties to agreements
pursuant to the Corporation's Senior Executive Severance Program (the "Severance
Program") entered into by Messrs. Conway, Nichols and Story in October 1988 and
by Mr. Osenton in November 1995. In accordance with the Severance Program, if a
"change in control" of the Corporation, as defined in the Severance Program,
occurs while one of these individuals is an employee of the Corporation, and his
employment is subsequently terminated for reasons other than death, disability,
retirement or termination for cause, he shall be entitled to a severance payment
and continuation of participation for up to 36 months in certain medical, group
life and similar benefit plans of the Corporation. In addition, in the event of
a change in control each such individual shall receive a severance payment and
benefits if he terminates his employment for "good reason", defined in the
Severance Program to include changes in his duties or titles inconsistent with
his duties or titles prior to the change in control, reduction within a
twelve-month period in his base salary or failure to increase his base salary by
at least the average percentage increase for all officers of the Corporation, or
reductions or termination of incentive or benefit plans or programs in which he
participated prior to the change in control. The severance payment, which is due
in a lump sum, is an amount equal to a multiple of 1 to 2.5 times the
individual's average annual salary and bonus paid during the five calendar years
preceding the change in control. The multiple is based upon years of service
with the Corporation; provided that a minimum multiple of 2.0 is prescribed for
the Chairman of the Board of Directors, the Chief Executive Officer, the
President and the Chief Operating Officer prior to the change in control. The
multiple presently applicable to Mr. Conway is 2; to Messrs. Nichols, Osenton
and Story, 1.5.

OTHER RETIREMENT BENEFITS

      The Corporation and its subsidiaries Courier-Citizen Company, Courier
Westford, Inc. and National Publishing Company previously maintained defined
benefit pension plans to provide retirement benefits for officers and all other
non-union employees. All of these defined benefit plans terminated on December
31, 1988. Benefits under the terminated plans have been provided by the purchase
of individual annuity contracts from insurance companies. The annual benefit
payable at age 65 under the annuity contract to Mr. Conway is $6,565; to Mr.
Nichols is $10,527; to Mr. Story is $1,595; and to Mr. Folger is $7,243.

      In June 1992, the Board of Directors approved, and on November 7, 1996
amended, a Supplemental Retirement Benefit Agreement with Mr. Nichols, providing
for a supplemental annual benefit payable after his retirement (his "Benefit").
Mr. Nichols' Benefit will be paid as a single life annuity in monthly
installments from the date of Mr. Nichols' retirement until his death. If Mr.
Nichols retires at his current age of 68, the annual amount of the Benefit will
be $20,000. Mr. Nichols' annual Benefit increases each year to a maximum of
$60,000 if he retires at age 70 or later. Mr. Nichols may elect to have the
Benefit paid in a different form of annuity having an equivalent actuarial
value. In the event that Mr. Nichols dies before he retires and is survived by
his spouse, a monthly benefit will be paid to his spouse for her life in an
amount equal to the Benefit she would have received upon Mr. Nichols' death had
he retired on the day preceding his death. If Mr. Nichols has not selected an
alternative form of annuity before his death, the spousal benefit will be
determined as if he had selected a joint and 100% survivor annuity. In the event
of a "change in control" of the Corporation (as defined in the Supplemental
Retirement Benefit Agreement) during Mr. Nichols' employment or the payment
period of the Benefit, the "commuted value" of the Benefit will be paid to Mr.
Nichols within 60 days after the change in control. The commuted value of the
Benefit is the present value of the Benefit remaining to be paid at the time of
the change in 



                                       13
<PAGE>   16

control, assuming that Mr. Nichols will survive for a period equal to his life
expectancy, and applying a rate of interest equal to the Internal Revenue
Service applicable federal rate for that period.

EMPLOYMENT AGREEMENTS

      The Corporation has an employment agreement with Mr. Nichols effective as
of March 3, 1993 pursuant to which Mr. Nichols, who is now the President of
National Publishing Company, may become the chairman of such subsidiary. Mr.
Nichols' employment agreement provides for a base annual salary of $120,000 and
a bonus of $30,000 per year effective upon Mr. Nichols' assuming the position as
chairman and sets out the responsibilities of Mr. Nichols as chairman. Mr.
Nichols' employment agreement provides that his current benefits will continue.
The Corporation may not terminate Mr. Nichols' employment other than for cause.


                        FIVE YEAR STOCK PERFORMANCE GRAPH

      The graph below compares the Corporation's cumulative total stockholder
return on its Common Stock with the cumulative total return on the Standard &
Poor's 500 stock index (the "S&P 500 Index") and a peer group of companies
selected by the Corporation for purposes of the comparison and described more
fully below (the "Peer Group"). This graph assumes the investment of $100 on
September 27, 1991 in each of Courier Common Stock, the S&P 500 Index and the
Peer Group Common Stock, and reinvestment of quarterly dividends at the monthly
closing stock prices. The returns of each company have been weighted annually
for their respective stock market capitalizations in computing the S&P 500 and
Peer Group indices.

                  COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
               COURIER CORPORATION, S&P 500 INDEX, AND PEER GROUP

                                  [LINE CHART]
<TABLE>
<CAPTION>
                            1992    1993   1994   1995   1996   1997
<S>                          <C>     <C>    <C>    <C>    <C>    <C>      
Courier Corp                 100     221    287    345    255    378 

PEER GROUP                   100     117    119    160    168    213  

S & P 500                    100     113    117    152    183    257  
</TABLE>


      The Peer Group is made up of the following printing companies: American
Business Products, Inc.; Banta Corporation; Bowne & Co.; Cadmus Communications
Corporation; Devon Group, Inc.; Ennis Business Forms, Inc.; Graphic Industries,
Inc.; John H. Harland Company; Merrill Corporation; New England Business
Services, Inc.; The Standard Register Company; American Banknote Corporation
(formerly, United States Banknote Corporation); Wallace Computer Services, Inc.,
and Waverly, Inc. Duplex Products, Inc., which had been included previously in
the Peer Group, was acquired by another company and is now excluded from the
above Peer Group.




                                       14
<PAGE>   17


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

      Based on a review of the reports of changes in beneficial ownership of the
Corporation's Common Stock and written representations furnished to the
Corporation, the Corporation believes that its executive officers and Directors
filed on a timely basis the reports required to be filed under Section 16(a) of
the Securities Exchange Act of 1934 during the fiscal year ended September 27,
1997.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      The Compensation Committee consists of Messrs. Donahue, Hoff, Lerner, Otto
and Thorndike and Ms. Curley. Mr. Conway is a Director of Enterprise Bank and
Trust Company ("Enterprise") in Lowell, MA and a member of the Enterprise
compensation committee. Mr. Lerner is a Director and executive officer of
Enterprise and a member of its compensation committee.

                ITEM 2: RATIFICATION OF SELECTION OF ACCOUNTANTS

      The Board of Directors has redesignated the firm of Deloitte & Touche LLP
as the Corporation's independent public accountants for the fiscal year ending
September 26, 1998. The firm became accountants for the Corporation in 1996.

      Although the Corporation is not required to submit the ratification and
approval of the selection of its accountants to a vote of stockholders, the
Board of Directors believes it is sound policy and in the best interests of the
stockholders to do so. In the event a majority of the votes cast are against the
selection of Deloitte & Touche LLP, the Directors will consider the vote and the
reasons therefor in future decisions on the selection of accountants.

      Representatives of Deloitte & Touche LLP will be present at the meeting
and will have an opportunity to make a statement if they desire to do so. They
will be available to respond to appropriate questions.

      THE BOARD OF DIRECTORS RECOMMENDS THAT THE SELECTION OF DELOITTE & TOUCHE
LLP AS INDEPENDENT ACCOUNTANTS FOR THE CORPORATION BE RATIFIED AND APPROVED, AND
THEREFORE RECOMMENDS A VOTE FOR THIS PROPOSAL.


                                  MISCELLANEOUS

STOCKHOLDER PROPOSALS

      The Corporation expects to hold its 1999 Annual Meeting on January 21,
1999. Eligible stockholders may present proposals for inclusion in the
Corporation's 1999 Annual Meeting Proxy Statement, provided the proposals comply
with applicable Securities and Exchange Commission regulations and are received
by the Corporation no later than August 7, 1998. Any proposal intended to be
presented at the 1999 Annual Meeting should be sent to the Corporation at 15
Wellman Avenue, North Chelmsford, Massachusetts 01863, Attention: Robert P.
Story, Jr., Senior Vice President and Chief Financial Officer.

VOTING OF PROXIES

      The persons named in the enclosed Proxy will vote as directed in the Proxy
and, in the absence of such direction, will vote in favor of the actions
specified in Items 1 and 2 of the Proxy. The shares will be voted on such other
matters as may properly come before the meeting in accordance with the best
judgement of the Proxy holder.

      The Board of Directors of the Corporation is not aware of any other
matters which may come before the meeting. It is the intention of the persons
named in the enclosed Proxy to vote the Proxy in accordance with their 



                                       15
<PAGE>   18

best judgement if any other matters shall properly come before the meeting,
including voting for election of a Director in place of any person named above
who may not be available for election.

                                           By order of the Board of Directors


                                           F. BEIRNE LOVELY, JR., Clerk


15 Wellman Avenue
North Chelmsford, Massachusetts 01863
December 5, 1997

      IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, IT WOULD BE
APPRECIATED IF YOU WOULD FILL IN AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.



                                       16
<PAGE>   19
















































                                                                  CRCCM/PS97




<PAGE>   20
[X] PLEASE MARK VOTES
    AS IN THIS EXAMPLE

- -----------------------------     
     COURIER CORPORATION          
- -----------------------------     

                                  
Mark box at right if an address change or comment has been noted on    [ ]
the reverse side of this card. 

RECORD DATE SHARES:






     Please be sure to sign and date this Proxy.       Date
- --------------------------------------------------------------------------------


- -----Stockholder sign here-----------------------------Co-owner sign here------


                                                    FOR ALL   WITH-    FOR ALL  
                                                   NOMINEES   HOLD     EXCEPT   
                                              
                                                       [ ]      [ ]      [ ]    
1.Election of Directors:
                                              
 
                    ARNOLD S. LERNER
                    CHARLES E. OTTO            
                   GEORGE Q. NICHOLS
                 (as Class C Directors)
  
If you do not wish your shares voted "For" a particular nominee, mark the "For
All Except" box and strike a line through the name(s) of the nominee(s). Your
shares will be voted for the remaining nominee(s).

                                                        FOR   AGAINST   ABSTAIN

2. Proposal to approve the appointment of Deloitte &    [ ]     [ ]       [ ]  
   Touche LLP as the Independent Public Accountants of
   the Corporation.

3. To transact such other business as may properly come before the meeting
   and/or any adjournment or adjournments thereof.

The undersigned hereby ratifies and confirms all that said attorneys and Proxies
and each of them or their substitute or substitutes may lawfully do or cause to
be done by virtue hereof, revoking any proxy heretofore given with respect to
such shares.

IF NO INSTRUCTION IS GIVEN, THE SHARES WILL BE VOTED FOR PROPOSALS (1) AND (2)
AND IN ACCORDANCE WITH THE BEST JUDGMENT OF THE ATTORNEYS AND PROXIES AS TO ANY
OTHER MATTER THAT MAY COME BEFORE THE MEETING.


DETACH CARD                                                          DETACH CARD

                              COURIER CORPORATION


Dear Stockholder,

Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Corporation that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.

Your vote must be received prior to the Annual Meeting of Stockholders to be
held on January 15, 1998. Thank you in advance for your prompt consideration of
these matters.

Sincerely,
 
COURIER CORPORATION

PLEASE NOTE THE CHANGE OF LOCATION FOR THIS YEAR'S ANNUAL MEETING OF
STOCKHOLDERS. THE MEETING WILL BE HELD AT:

                                   BOSTON UNIVERSITY CORPORATE EDUCATION CENTER
                                   72 TYNG ROAD
                                   TYNGSBORO, MASSACHUSETTS 01879

DIRECTIONS ARE ENCLOSED.
<PAGE>   21

                              COURIER CORPORATION

         PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS-JANUARY 15, 1998

       THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Courier Corporation (the "Corporation") hereby
constitutes and appoints James F. Conway III, W. Nicholas Thorndike and Edward
J. Hoff, and each of them singly, with full power of substitution, the attorneys
and Proxies of the undersigned for and in the name, place and stead of the
undersigned to attend the Annual Meeting of Stockholders of the Corporation to
be held on January 15, 1998, commencing at 11:00 a.m., and/or at any adjournment
or adjournments thereof (the Proxy Statement in connection therewith and due
notice of the time, place and purposes of such a meeting have been received by
the undersigned) and at such meeting and/or any adjournment or adjournments
thereof to vote and act with respect to all shares of Common Stock of the
Corporation standing in the name of the undersigned or in respect of which the
undersigned is entitled to vote, with all the powers the undersigned would
possess if personally present at said meeting and/or any adjournment or
adjournments thereof and especially to vote as follows, a majority of said
attorneys and Proxies, or any one if only one be present, to have all the powers
of said attorneys or Proxies.
 


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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED 
ENVELOPE
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Please sign this proxy exactly as your name(s) appear(s) on the books of the
Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.
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