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                    MAIL-WELL HOLDINGS, INC.MAIL-WELL, INC.
                     1997 NON-QUALIFIED STOCK OPTION PLAN


       SECTION 1. Purpose of the Plan.  The purpose of this Mail-Well, Inc. 1997
                  -------------------                                           
Non-Qualified Stock Option Plan, as amended ("Plan") is to encourage ownership
of common stock, $.01 par value ("Common Stock"), of Mail-Well, Inc., a Delaware
corporation (the "Company"), by eligible key employees of the Company and its
Affiliates (as defined below) and to provide increased incentive for such
employees and directors to render services and to exert maximum effort for the
business success of the Company.  In addition, the Company expects that the Plan
will further strengthen the identification of employees and directors with the
stockholders.  Options to be granted under this Plan are not intended to qualify
as Incentive Stock Options pursuant to Section 422 of the Internal Revenue Code
of 1986, as amended ("Code").  As used in this Plan, the term "Affiliates" means
any "parent corporation" of the Company and any "subsidiary corporation" of the
Company within the meaning of Code Sections 424(e) and (f), respectively.

       SECTION 2. Administration of the Plan.
                  -------------------------- 

            (a) Composition of Committee. The Plan shall be administered by the
                ------------------------
       Compensation Committee (the "Committee") comprised of two or more
       directors designated by the Board of Directors of the Company (the
       "Board"), which shall also designate the Chairman of the Committee. No
       director shall serve as a member of the Committee unless he is a "Non-
       Employee Director" within the meaning of such Rule 16b-3 under the
       Securities Exchange Act of 1934, as amended ("Exchange Act").

            (b) Committee Action. The Committee shall hold its meetings at such
                ----------------
       times and places as it may determine. A majority of its members shall
       constitute a quorum, and all determinations of the Committee shall be
       made by not less than a majority of its members. Any decision or
       determination reduced to writing and signed by a majority of the members
       shall be fully effective as if it had been made by a majority vote of its
       members at a meeting duly called and held. The Committee may designate
       the Secretary of the Company or other Company employees to assist the
       Committee in the administration of the Plan, and may grant authority to
       such persons to execute award agreements or other documents on behalf of
       the Committee and the Company. Any duly constituted committee of the
       Board satisfying the qualifications of this Section 2 may be appointed as
       the Committee.

            (c) Committee Expenses. All expenses and liabilities incurred by the
                ------------------
       Committee in the administration of the Plan shall be borne by the
       Company. The Committee may employ attorneys, consultants, accountants or
       other persons.

       SECTION 3. Stock Reserved for the Plan.  Subject to adjustment as
                  ---------------------------                           
provided in Section 6(i) hereof, the aggregate number of shares of Common Stock
that may be optioned under the Plan is 650,000.  The shares subject to the Plan
shall consist of authorized but unissued shares of Common Stock and such number
of shares shall be and is hereby reserved

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for sale for such purpose. Any of such shares which may remain unsold and which
are not subject to outstanding options at the termination of the Plan shall
cease to be reserved for the purpose of the Plan, but until termination of the
Plan or the termination of the last of the options granted under the Plan,
whichever last occurs, the Company shall at all times reserve a sufficient
number of shares to meet the requirements of the Plan. Should any option expire
or be canceled prior to its exercise in full, the shares theretofore subject to
such option may again be made subject to an option under the Plan.

       SECTION 4. Eligibility.  The persons eligible to participate in the Plan
                  -----------                                                  
as a recipient of options ("Optionee") shall include only key employees of the
Company or its Affiliates at the time the option is granted.  An employee who
has been granted an option hereunder may be granted an additional option or
options, if the Committee shall so determine.

       SECTION 5. Grant of Options.  The Committee shall have sole and absolute
                  ----------------                                             
discretionary authority (i) to determine, authorize, and designate those key
employees of the Company or its Affiliates who are to receive options under the
Plan, (ii) to determine the number of shares of Common Stock to be covered by
such options, (iii) to determine the exercise price for options granted under
the Plan, and (iv) to determine the other terms of such options and the
conditions for exercise thereof. The Committee shall thereupon grant options in
accordance with such determinations and such options shall be evidenced by a
written option agreement. Subject to the express provisions of the Plan, the
Committee shall have discretionary authority to prescribe, amend and rescind
rules and regulations relating to the Plan, to interpret the Plan, to prescribe
and amend the terms of the option agreements (which need not be identical) and
to make all other determinations deemed necessary or advisable for the
administration of the Plan.

       SECTION 6. Terms and Conditions.  Each option granted under the Plan
                  --------------------                                     
shall be evidenced by an agreement, in a form approved by the Committee, which
shall be subject to the following express terms and conditions and to such other
terms and conditions as the Committee may deem appropriate.

            (a) Option Period. The Committee shall promptly notify the Optionee
                -------------
       of the option grant and a written agreement shall promptly be executed
       and delivered by and on behalf of the Company and the Optionee. The date
       of grant shall be the date the option is actually granted by the
       Committee, even though the written agreement may be executed and
       delivered by the Company and the Optionee after that date. Each option
       agreement shall specify the period for which the option thereunder is
       granted (which in no event shall exceed ten years from the date of grant)
       and shall provide that the option shall expire at the end of such period.
       If the original term of an option is less than ten years from the date of
       grant, the option may be amended prior to its expiration, with the
       approval of the Committee and the Optionee, to extend the term so that
       the term as amended is not more than ten years from the date of grant.

            (b) Exercise Period. The Committee may provide in the option
                ---------------
       agreement that an option may be exercised in whole, immediately, or is to
       be exercisable in increments.

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<PAGE>
 
            (c) Procedure for Exercise. Options shall be exercised by the
                ----------------------
       delivery of written notice to the Secretary of the Company setting forth
       the number of shares with respect to which the option is being exercised.
       Such notice shall be accompanied by cash or cashier's check, bank draft,
       postal or express money order payable to the order of the Company, or at
       the option of the Committee, in Common Stock theretofore owned by such
       Optionee (or any combination of cash and Common Stock). Notice may also
       be delivered by fax or telecopy provided that the purchase price of such
       shares is delivered to the Company via wire transfer on the same day the
       fax is received by the Company. The notice shall specify the address to
       which the certificates for such shares are to be mailed. An Optionee
       shall be deemed to be a stockholder with respect to shares covered by an
       option on the date the Company receives such written notice and such
       option payment.

            As promptly as practicable after receipt of such written
       notification and payment, the Company shall deliver to the Optionee
       certificates for the number of shares with respect to which such option
       has been so exercised, issued in the Optionee's name or such other name
       as Optionee directs; provided, however, that such delivery shall be
       deemed effected for all purposes when a stock transfer agent of the
       Company shall have deposited such certificates in the United States mail,
       addressed to the Optionee at the address specified pursuant to this
       Section 6(c).

            (d) Termination of Employment. If an employee to whom an option is
                -------------------------
       granted ceases to be employed by the Company for any reason other than
       death or disability, any option which is exercisable on the date of such
       termination of employment shall expire upon such date of such termination
       of employment; provided, however, the Committee, in its sole discretion,
       may allow an Optionee to exercise all or a portion of the Options granted
       but unexercised for a period of time after the Optionee's termination of
       employment, such extension not to exceed three months from the date of
       termination.

            (e) Disability or Death of Optionee. In the event of the
                -------------------------------
       determination of disability or death of an Optionee under the Plan while
       he is employed by the Company, the options previously granted to him may
       be exercised (to the extent he would have been entitled to do so at the
       date of the determination of disability or death) at any time and from
       time to time, within a three-month period after such determination of
       disability or death, by the former employee, the guardian of his estate,
       the executor or administrator of his estate or by the person or persons
       to whom his rights under the option shall pass by will or the laws of
       descent and distribution, but in no event may the option be exercised
       after its expiration under the terms of the option agreement. An Optionee
       shall be deemed to be disabled if, in the opinion of a physician selected
       by the Committee, he is incapable of performing services for the Company
       of the kind he was performing at the time the disability occurred by
       reason of any medically determinable physical or mental impairment which
       can be expected to result in death or to be of long, continued and
       indefinite duration. The date of determination of disability for purposes
       hereof shall be the date of such determination

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<PAGE>
 
       by such physician. The Committee, in its sole discretion, may allow an
       Optionee to exercise all or a portion of the Options granted but
       unexercised for a longer period than three months after disability or
       death.

            (f)  Assignability.  An option shall not be assignable or otherwise
                 -------------                                                 
       transferable except by will or by the laws of descent and distribution or
       pursuant to a qualified domestic relations order as defined in the Code
       or Title I of the Employee Retirement Income Security Act, as amended, or
       the rules thereunder. During the lifetime of an Optionee, an option shall
       be exercisable only by the Optionee.

            (g) No Rights as Stockholder. No Optionee shall have any rights as a
                ------------------------
       stockholder with respect to shares covered by an option until the option
       is exercised by the written notice and accompanied by payment as provided
       in clause (c) above.

            (h) Extraordinary Corporate Transactions. The existence of
                ------------------------------------
       outstanding options shall not affect in any way the right or power of the
       Company or its stockholders to make or authorize any or all adjustments,
       recapitalizations, reorganizations, exchanges, or other changes in the
       Company's capital structure or its business, or any merger or
       consolidation of the Company, or any issuance of Common Stock or other
       securities or subscription rights thereto, or any issuance of bonds,
       debentures, preferred or prior preference stock ahead of or affecting the
       Common Stock or the rights thereof, or the dissolution or liquidation of
       the Company, or any sale or transfer of all or any part of its assets or
       business, or any other corporate act or proceeding, whether of a similar
       character or otherwise. If the Company recapitalizes or otherwise changes
       its capital structure, or merges or consolidates, (each of the foregoing
       a "Fundamental Change"), then thereafter upon any exercise of an option
       theretofore granted the Optionee shall be entitled to purchase under such
       option, in lieu of the number of shares of Common Stock as to which
       option shall then be exercisable, the number and class of shares of stock
       and securities to which the Optionee would have been entitled pursuant to
       the terms of the Fundamental Change if, immediately prior to such
       Fundamental Change, the Optionee had been the holder of record of the
       number of shares of Common Stock as to which such option is then
       exercisable.

            (i) Changes in Company's Capital Structure. If the outstanding
                --------------------------------------
       shares of Common Stock or other securities of the Company, or both, for
       which the option is then exercisable shall at any time be changed or
       exchanged by declaration of a stock dividend, stock split, or combination
       of shares, the number and kind of shares of Common Stock or other
       securities which are subject to the Plan or subject to any options
       theretofore granted, and the option prices, shall be appropriately and
       equitably adjusted so as to maintain the proportionate number of shares
       or other securities without changing the aggregate option price.

            (j) Acceleration of Options. Except as hereinbefore expressly
                -----------------------
       provided, (i) the issuance by the Company of shares of stock of any class
       of securities convertible into shares of stock of any class, for cash,
       property, labor or services, upon direct sale,

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<PAGE>
 
       upon the exercise of rights or warrants to subscribe therefor, or upon
       conversion of shares or obligations of the Company convertible into such
       shares or other securities, (ii) the payment of a dividend in property
       other than Common Stock or (iii) the occurrence of any similar
       transaction, and in any case whether or not for fair value, shall not
       affect, and no adjustment by reason thereof shall be made with respect
       to, the number of shares of Common Stock subject to options theretofore
       granted or the purchase price per share, unless the Committee shall
       determine in its sole discretion that an adjustment is necessary to
       provide equitable treatment to Optionee. Notwithstanding anything to the
       contrary contained in this Plan, the Committee may in its sole discretion
       accelerate the time at which any option may be exercised, including, but
       not limited to, upon the occurrence of the events specified in this
       Section 6, and is authorized at any time (with the consent of the
       Optionee) to purchase options pursuant to Section 7.

            (k) Stockholders Agreement. The Committee shall provide in the
                ---------------------- 
       option agreement that prior to receiving any shares of Common Stock or
       other securities on the exercise of the option, the Optionee (or the
       Optionee's representative upon the Optionee's death) shall be required to
       execute the American Mail-Well Employee Stockholders Agreement, or the
       Company's Stockholders Agreement, whichever the Committee deems
       appropriate.

            (l) Change of Control. In the event that (i) there is a proposed
                -----------------
       action whereby the Company would not be the surviving entity in any
       merger or consolidation (or survives only as a subsidiary of another
       entity) other than a merger for the sole purpose of changing the
       Company's state of incorporation, (ii) there is a proposed action whereby
       the Company would sell all or substantially all of its assets to any
       person or entity (other than a wholly-owned subsidiary), (iii) any person
       or entity (including a "group" as contemplated by Section 13(d)(3) of the
       Exchange Act), acquires or gains ownership or control of (including,
       without limitation, power to vote) more than 50% of the outstanding
       shares of Common Stock, (iv) there is a proposed action whereby the
       Company would be dissolved and liquidated, or (v) as a result of or in
       connection with a contested election of directors, the persons who were
       directors of the Company before such election shall cease to constitute a
       majority of the Board (each such event in clauses (i) through (v) above
       is referred to herein as a "Corporate Change"), all Optionees hereunder
       shall be given notice of such Corporate Change and shall have a period of
       thirty (30) days thereafter to exercise their options after receipt of
       such notice whether such options had vested in accordance with their
       terms or not.

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<PAGE>
 
       SECTION 7.  Relinquishment of Options.
                   ------------------------- 

            (a) The Committee, in granting options hereunder, shall have
       discretion to determine whether or not options shall include a right of
       relinquishment as hereinafter provided by this Section 7. The Committee
       shall also have discretion to determine whether an option agreement
       evidencing an option initially granted by the Committee without a right
       of relinquishment shall be amended or supplemented to include such a
       right of relinquishment. Neither the Committee nor the Company shall be
       under any obligation or incur any liability to any person by reason of
       the Committee's refusal to grant or include a right of relinquishment in
       any option granted hereunder or in any option agreement evidencing the
       same. Subject to the Committee's determination in any case that the grant
       by it of a right of relinquishment is consistent with Section 1 hereof,
       any option granted under this Plan, and the option agreement evidencing
       such option, may provide:

                i) That the Optionee, or his heirs or other legal
          representatives to the extent entitled to exercise the option under
          the terms thereof, in lieu of purchasing the entire number of shares
          subject to purchase thereunder, shall have the right to relinquish all
          or any part of the then unexercised portion of the option (to the
          extent then exercisable) for a number of shares of Common Stock, for
          an amount of cash or for a combination of Common Stock and cash to be
          determined in accordance with the following provisions of this clause
          (i):

                   a)  The written notice of exercise of such right of
               relinquishment shall state the percentage, if any, of the
               Appreciated Value (as defined below) that the Optionee elects to
               receive in cash ("Cash Percentage"), such Cash Percentage to be
               in increments of 10% of such Appreciated Value up to 100%
               thereof;

                   b)  The number of shares of Common Stock, if any, issuable
               pursuant to such relinquishment shall be the number of such
               shares, rounded to the next greater number of full shares, as
               shall be equal to the quotient obtained by dividing (A) the
               difference between (I) the Appreciated Value and (II) the result
               obtained by multiplying the Appreciated Value and the Cash
               Percentage by (B) the then current market value per share of
               Common Stock;

                   c)  The amount of cash payable pursuant to such
               relinquishment shall be an amount equal to the Appreciated Value
               less the aggregate current market value of the Common Stock
               issued pursuant to such relinquishment, if any, which cash shall
               be paid by the Company subject to such conditions as are deemed
               advisable by the Committee to permit compliance by the Company
               with the withholding provisions applicable to employers under the
               Code and any applicable state income tax laws;

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<PAGE>
 
                     d)  For the purpose of this clause (i), "Appreciated Value"
               means the excess of (x) the aggregate current market value of the
               shares of Common Stock covered by the option or the portion
               thereof to be relinquished over (y) the aggregate purchase price
               for such shares specified in such option;

               ii)  That such right of relinquishment may be exercised only upon
          receipt by the Company of a written notice of such relinquishment
          which shall be dated the date of election to make such relinquishment;
          and that, for the purposes of this Plan, such date of election shall
          be deemed to be the date when such notice is sent by registered or
          certified mail, or when receipt is acknowledged by the Company, if
          mailed by other than registered or certified mail or if delivered by
          hand or by any telegraphic communications equipment of the sender or
          otherwise delivered; provided, that, in the event the method just
          described for determining such date of election shall not be or remain
          consistent with the provisions of Section 16(b) of the Exchange Act or
          the rules and regulations adopted by the Commission thereunder, as
          presently existing or as may be hereafter amended, which regulations
          exempt from the operation of Section 16(b) of the Exchange Act in
          whole or in part any such relinquishment transaction, then such date
          of election shall be determined by such other method consistent with
          Section 16 (b) of the Exchange Act or the rules and regulations
          thereunder as the Committee shall in its discretion select and apply;

               iii) That the "current market value" of a share of Common Stock
          on a particular date shall be equal to the mean of the reported high
          and low sales prices of the Common Stock on the New York Stock
          Exchange Composite Tape on that date, or if no prices are reported on
          that date, on the last preceding date on which such prices of the
          Common Stock are so reported provided if the Common Stock is not
          traded on the New York Stock Exchange at the time a determination of
          its fair market value is required to be made hereunder, its fair
          market value shall be deemed to be equal to the average between the
          closing bid and ask prices of the Common Stock on the most recent date
          the Common Stock was publicly traded, and, provided further, in the
          event the Common Stock is not publicly traded at the time a
          determination of its value is required to be made hereunder, the
          determination of its fair market value shall be made by the Committee
          in such manner as it deems appropriate; and

               iv)  That the option, or any portion thereof, may be relinquished
          only to the extent that (A) it is exercisable on the date written
          notice of relinquishment is received by the Company, (B) the
          Committee, subject to the provisions of Section 7(b), shall consent to
          the election of the holder to relinquish such option in whole or in
          part for cash as set forth in such written notice of relinquishment
          and (C) the holder of such option pays, or makes

                                       7
<PAGE>
 
          provision satisfactory to the Company for the payment of, any taxes
          which the Company is obligated to collect with respect to such
          relinquishment.

          (b) The Committee shall have sole discretion to consent to or
     disapprove, and neither the Committee nor the Company shall be under any
     liability by reason of the Committee's disapproval of, any election by a
     holder of an option to relinquish such option in whole or in part for cash
     as provided in Section 7(a), except that no such consent to or approval of
     a relinquishment for cash shall be required under the following
     circumstances.  Each Optionee who is subject to the short-swing profits
     recapture provisions of Section 16(b) of the Exchange Act ("Covered
     Optionee") shall be entitled to receive payment only in cash when options
     are relinquished during any window period commencing on the third business
     day following the Company's release of a quarterly or annual summary
     statement of sales and earnings and ending on the twelfth business day
     following such release ("Window Period"); provided, however, that  payment
     shall be so made in cash only in respect of 50% of the options covered by
     any stock option agreement.  A Covered Optionee shall be entitled to
     receive payment only in shares of Common Stock upon (a) the relinquishment
     of options outside a Window Period and (b) the relinquishment of options
     during a Window Period once such Optionee has received payment in cash for
     the relinquishment of 50% of the options covered by any stock option
     agreement.

          (c) The Committee, in granting options hereunder, shall have
     discretion to determine the terms upon which such options shall be
     relinquishable, subject to the applicable provisions of this Plan, and
     including such provisions as are deemed advisable to permit the exemption
     from the operation from Section 16(b) of the Exchange Act of any such
     relinquishment transaction, and options outstanding, and option agreements
     evidencing such options, may be amended, if necessary, to permit such
     exemption.  If an option is relinquished, such option shall be deemed to
     have been exercised to the extent of the number of shares of Common Stock
     covered by the option or part thereof which is relinquished, and no further
     options may be granted covering such shares of Common Stock.

          (d) Neither any option nor any right to relinquish the same to the
     Company as contemplated by this Section 7 shall be assignable or otherwise
     transferable except by will or the laws of descent and distribution or
     pursuant to a qualified domestic relations order as defined in the Code or
     Title I of the Employee Retirement Income Security Act, as amended, or the
     rules thereunder.

          (e) Except as provided in Section 7(f) below, no right of
     relinquishment may be exercised within the first six months after the
     initial award of any Option containing, or the amendment or supplementation
     of any existing option agreement adding, the right of relinquishment.

          (f) No right of relinquishment may be exercised after the initial
     award of any option containing, or the amendment or supplementation of any
     existing option agreement adding the right of relinquishment, unless such
     right of relinquishment is

                                       8
<PAGE>
 
       effective upon the Optionee's death, disability or termination of his
       relationship with the Company and the payment upon the exercise of such
       right is only in cash.

     SECTION 8. Amendments or Termination.  The Board may amend, alter or
                -------------------------                                
discontinue the Plan, but no amendment or alteration shall be made which would
impair the rights of any Optionee, without his or her consent.

     SECTION 9. Compliance With Other Laws and Regulations.  The Plan, the
                ------------------------------------------                
grant and exercise of options thereunder, and the obligation of the Company to
sell and deliver shares under such options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for shares of Common Stock prior
to the completion of any registration or qualification of such shares under any
federal or state law or issuance of any ruling or regulation of any government
body which the Company shall, in its sole discretion, determine to be necessary
or advisable.

     SECTION 10. Purchase for Investment.  Unless the options and shares of
                 -----------------------                                   
Common Stock covered by this Plan have been registered under the Securities Act
of 1933, as amended, or the Company has determined that such registration is
unnecessary, each person exercising an option under this Plan may be required by
the Company to give a representation in writing that he is acquiring such shares
for his own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.

     SECTION 11. Taxes.
                 ----- 

          (a) The Company may make such provisions as it may deem appropriate
     for the withholding of any taxes which it determines is required in
     connection with any options granted under this Plan.

          (b) Notwithstanding the terms of Section 11(a), any Optionee may pay
     all or any portion of the taxes required to be withheld by the Company or
     paid by him in connection with the exercise of a nonqualified option by
     electing to have the Company withhold shares of Common Stock, or by
     delivering previously owned shares of Common Stock, having a current market
     value, determined in accordance with Section 7(a)(iii), equal to the amount
     required to be withheld or paid.  An Optionee must make the foregoing
     election on or before the date that the amount of tax to be withheld is
     determined ("Tax Date").  All such elections are irrevocable and subject to
     disapproval by the Committee.

     SECTION 12. Replacement of Options.  The Committee from time to time may
                 ----------------------                                      
permit an Optionee under the Plan to surrender for cancellation any unexercised
outstanding option and receive from the Company in exchange an option for such
number of shares of Common Stock as may be designated by the Committee.  The
Committee may, with the consent of the person entitled to exercise any
outstanding option, amend such option, including reducing the exercise price of
any option to not less than the fair market value of the Common Stock at the
time of the amendment and extending the term thereof.

                                       9
<PAGE>
 
       SECTION 13. No Right to Company Employment.  Nothing in this Plan or as
                   ------------------------------                             
a result of any option granted pursuant to this Plan shall confer on any
individual any right to continue in the employ of the Company or interfere in
any way with the right of the Company to terminate an individual's employment at
any time.  The option agreements may contain such provisions as the Committee
may approve with reference to the effect of approved leaves of absence.

       SECTION 14. Liability of Company.  The Company and any Affiliate which
                   --------------------                                      
is in existence or hereafter comes into existence shall not be liable to an
Optionee or other persons as to:

                   (a) The Non-Issuance of Shares.  The non-issuance or sale of
                       --------------------------                              
            shares as to which the Company has been unable to obtain from any
            regulatory body having jurisdiction with the authority deemed by the
            Company's counsel to be necessary to the lawful issuance and sale of
            any shares hereunder; and

                   (b) Tax Consequences.  Any tax consequence expected, but not
                       ----------------                                        
            realized, by any Optionee or other person due to the exercise of any
            option granted hereunder.

       SECTION 15. Effectiveness and Expiration of Plan.  The Plan shall be
                   ------------------------------------                    
effective as of March 31, 1997.

       SECTION 16. Non-Exclusivity of the Plan.  Neither the adoption by the
                   ---------------------------                              
Board nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including without limitation, the granting of restricted stock or stock options
otherwise than under the Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.

       SECTION 17. Governing Law.  This Plan and any agreements hereunder shall
                   -------------                                               
be interpreted and construed in accordance with the laws of the state in which
the Company is incorporated and applicable federal law.

       SECTION 18. Cashless Exercise.  The Committee also may allow cashless
                   -----------------                                        
exercises as permitted under Federal Reserve Board's Regulation T, subject to
applicable securities law restrictions, or by any other means which the
Committee determines to be consistent with the Plan's purpose and applicable
law.  The proceeds from such a payment shall be added to the general funds of
the Company and shall be used for general corporate purposes.

       IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing by directors of the Company, Mail-Well, Inc. has caused these presents
to be duly executed in its name and behalf by its proper officers thereunto duly
authorized.

                                       10
<PAGE>
 
                                    Mail-Well, Inc.


                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

ATTEST:


____________________________
Secretary


[CORPORATE SEAL]

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