Summary of CHECKPOINT SYSTEMS INC

Item 1.01 Entry into a Material Definitive Agreement.

On August 5, 2009, Checkpoint Systems, Inc. (the "Company"), amended its Rights Agreement, dated March 10, 1997 (as amended, the "Rights Agreement"), between the Company and American Stock Transfer & Trust Company, LLC ("AST") as the Rights Agent, to eliminate the continuing director provision sometimes referred to as a "dead hand" provision.

The amendment removes the "dead hand" provision, which required approval of the incumbent Board of Directors for any action taken by the Board of Directors. As a result of the execution of the amendment to the Rights Agreement, actions that previously required approval by a majority of the continuing directors will now require the approval of only a majority of the directors then in office.

In light of this change, the amendment also modifies the rights of the Board of Directors to (a) prohibit cashless exercise of the rights after an acquirer owns 50% or more of the common shares, (b) prohibit an exchange of the rights after an acquirer owns 50% or more of the common shares, (c) permit formation of a trust to administer an exchange, (d) require approval of a merger transaction before a trigger event occurs to exempt the transaction from the "flip over" provisions of the Rights Agreement and (e) prohibit redemption of the rights by the Board of Directors after a trigger event has occurred.

AST also serves as the Company's transfer agent. The foregoing summary of the amendment is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed as an exhibit to, and is hereby incorporated by reference in, this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number Description

4.1 Amendment No. 2 to Rights Agreement, dated as of August 5, 2009, between the Company and American Stock Transfer & Trust Company, LLC as Rights Agent.