<PAGE>

                     CHANGE IN CONTROL AGREEMENT


     THIS CHANGE IN CONTROL AGREEMENT (this "Agreement") is effective
as of November 15, 1999 (the "Effective Date"), by and between
MAIL-WELL, INC., a Colorado corporation (the "Company"), and
Gerald F. Mahoney ("Executive").

                         W I T N E S S E T H :

     WHEREAS, the Board of Directors of the Company (the "Board") has
determined that it is in the best interests of the Company and its
stockholders to assure that the Company will have the continued
dedication of Executive, notwithstanding the possibility, threat or
occurrence of a Change in Control (as defined herein);

     WHEREAS, the Board believes it is imperative (i) to diminish the
inevitable and significant distractions of Executive and dilution of the
time of Executive, by virtue of the personal uncertainties and risks
created by a pending or threatened Change in Control, (ii) to encourage
Executive's full attention and dedication to the Company currently and
in the event of any threatened or pending Change in Control, and (iii)
to provide Executive with compensation arrangements in the event of a
Change in Control which provide Executive with financial security, which
are competitive with those of other corporations; and

     WHEREAS, in order to accomplish the objectives described in the
two immediately preceding recitals, the Board desires to cause the
Company to enter into this Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the premises, the mutual
covenants and agreements contained in this Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Executive hereby agree as follows:

                               ARTICLE I
                          CERTAIN DEFINITIONS

     1.1  Defined Terms.  For purposes of this Agreement, the
          -------------
following terms shall have the following meanings:

          (a)  Accrued Obligations. The term "Accrued Obligations"
               -------------------
     shall have the meaning ascribed to such term in Section 2.3(a) of
     this Agreement.

          (b)  Additional Compensation. The term "Additional
               -----------------------
     Compensation" shall mean, in addition to the Base Salary, the
     following:

               (i)  all benefits under:

                    (A)  any and all welfare benefit and similar
               employee benefit plans, programs, arrangements, or
               policies that are made available by the Company or any
               of its affiliates to Executive immediately prior to
               the first to occur of (1) a termination by the Company
               of Executive's employment with the

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               Company in anticipation of a Change in Control, or
               (2) the occurrence of a Change in Control, including,
               but not limited to, any hospitalization, medical,
               prescription, dental, disability, salary continuance,
               individual life insurance, executive life insurance,
               group life insurance, accidental death insurance, and
               travel accident insurance plans, programs,
               arrangements, and policies; and

                     (B) any and all bonus, incentive, savings,
               retirement, profit sharing, pension, stock option,
               restricted stock, employee stock ownership,
               supplemental executive retirement and other employee
               benefit plans, programs, arrangements, and policies
               that are made available by the Company or any of its
               affiliates to Executive immediately prior to the first
               to occur of (1) a termination by the Company of
               Executive's employment with the Company in
               anticipation of a Change in Control, or (2) the
               occurrence of a Change in Control; and

               (ii)  annual vacations and sick leave made available
          by the Company or any of its affiliates to Executive
          immediately prior to the first to occur of (1) a termination
          by the Company of Executive's employment with the Company in
          anticipation of a Change in Control, or (2) the occurrence
          of a Change in Control; and

               (iii) fringe benefits in accordance with the fringe
          benefit policies of the Company or any of its affiliates
          made available by the Company or any of its affiliates to
          Executive immediately prior to the first to occur of (1) a
          termination by the Company of Executive's employment with
          the Company in anticipation of a Change in Control, or
          (2) the occurrence of a Change in Control.

          (c)  Affiliate.  The term "affiliate" or "affiliates"
               ---------
     shall mean, when used with respect to any specified entity,
     individual, or other person, any other entity, individual, or
     other person which, directly or indirectly, through one or more
     intermediaries Controls, or is Controlled by, or is under common
     Control with such specified entity, individual or person.

          (d)  Agreement.  The term "Agreement" shall have the
               ---------
     meaning ascribed to such term in the introductory paragraph of
     this Agreement.

          (e)  Base Salary.  The term "Base Salary" shall mean
               -----------
     Executive's per annum base salary payable by the Company to
     Executive as in effect immediately prior to the first to occur of
     (1) a termination by the Company of Executive's employment with
     the Company in anticipation of a Change in Control, or (2) the
     occurrence of a Change in Control as the same may be increased
     from time to time after the occurrence of a Change in Control.

          (f)  Board.  The term "Board" shall have the meaning
               -----
     ascribed to such term in the first Whereas clause of this
     Agreement.

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          (g)  Cause.  The term "Cause" shall mean (i) willful
               -----
     misconduct by Executive or gross neglect by Executive of
     Executive's duties as an employee, officer or director of the
     Company which continues for more than thirty (30) days after
     Executive's receipt of written notice from the Board to Executive
     specifically identifying the willful misconduct or gross neglect
     of Executive and directing Executive to discontinue the same,
     (ii) the commission by Executive of a crime constituting a felony,
     or (iii) the commission by Executive of an act, other than an act
     taken in good faith within the course and scope of Executive's
     employment, which is directly detrimental to the Company and
     exposes the Company to material liability.

          (h)  Change in Control.  The term "Change in Control"
               -----------------
     shall have the meaning ascribed to such term in Section 2.5 of
     this Agreement.

          (i)  COBRA Coverage.  The term "COBRA Coverage" shall
               --------------
     have the meaning ascribed to such term in Section 2.3(b)(iii)(A)
     of this Agreement.

          (j)  Code.  The term "Code" shall mean the Internal
               ----
     Revenue Code of 1986, as amended.

          (k)  Company.  The term "Company" shall have the meaning
               -------
     ascribed to such term in the introductory paragraph and Section
     3.2 of this Agreement.

          (l)  Control.  The term "Control" and derivations thereof
               -------
     shall mean the ownership, directly or indirectly, of 50% or more
     of the voting securities of an entity or other person or
     possessing the power to direct or cause the direction of the
     management and policies of such entity or other person, whether
     through the ownership of voting securities, by contract or
     otherwise.

          (m)  Controlling Entity.  The term "Controlling Entity"
               ------------------
     shall have the meaning ascribed to such term in Section
     2.4(a)(viii)(E) of this Agreement.

          (n)  Disabled.  The term "Disabled" shall mean a mental
               --------
     or physical impairment which, in the reasonable opinion of a
     qualified doctor selected by the Company, renders Executive unable
     to perform with reasonable diligence the ordinary functions and
     duties of the Office on a full-time basis, which inability
     continues for a period of not less than 180 consecutive days.

          (o)  Effective Date.  The term "Effective Date" shall
               --------------
     have the meaning ascribed to such term in the introductory
     paragraph of this Agreement.

          (p)  Eliminated Duties and Responsibilities.  The term
               --------------------------------------
     "Eliminated Duties and Responsibilities" shall have the meaning
     ascribed to such term in Section 2.4(a)(i) of this Agreement.

          (q)  Executive.  The term "Executive" shall have the
               ---------
     meaning ascribed to such term in the introductory paragraph of
     this Agreement.


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          (r)  Good Reason.  The term "Good Reason" shall have the
               -----------
     meaning ascribed to such term in Section 2.4(a) of this Agreement.

          (s)  Incumbent Board.  The term "Incumbent Board" shall
               ---------------
     have the meaning ascribed to such term in Section 2.5(f) of this
     Agreement.

          (t)  New Office.  The term "New Office" shall have the
               ----------
     meaning ascribed to such term in Section 2.4(b) of this Agreement.

          (u)  Office.  The term "Office" shall mean Chairman and CEO.
               ------

          (v)  Successor Entity.  The term "Successor Entity" shall
               ----------------
     have the meaning ascribed to such term in Section 2.4(a)(viii)(B)
     of this Agreement.

          (w)  Term.  The term "Term" shall have the meaning
               ----
     ascribed to such term in Section 2.1 of this Agreement.

     1.2  Other Terms.  Other capitalized terms defined elsewhere
          -----------
herein shall have the meanings ascribed to them in the definitions
therefor appearing elsewhere herein.

                               ARTICLE II
                          TERM AND TERMINATION

     2.1  Term.  The term of this Agreement ("Term") shall be for
          ----
three years commencing on the Effective Date; provided however, that if
a Change in Control occurs during such three year period, the Term shall
be for the period commencing on the Effective Date and ending on the
second anniversary of such Change in Control, notwithstanding such
three-year period.

     2.2  Termination of Employment.  Executive's employment with
          -------------------------
the Company may be terminated by the Company prior to the end of the
Term, or may be terminated by Executive prior to the end of the Term, as
of the date which is thirty (30) days after written notice of
termination is given by either party to the other.

Any notice of termination given by the Company to Executive under
Section 2.2 above shall specify whether such termination is with or
without Cause.  Any notice of termination given by Executive to the
Company under Section 2.2 above shall specify whether such termination
is made with or without Good Reason.  A termination of Executive's
employment by the Company (other than due to Disability as provided in
Section 2.3(d)) shall be deemed to be in anticipation of a Change in
Control if a possible or potential Change in Control is a factor in the
decision of the Company to terminate the employment of Executive.

     2.3  Obligations of the Company Upon Termination in Anticipation
          -----------------------------------------------------------
of, on or after a Change In Control
-----------------------------------

          (a)  Cause; Without Good Reason.  If the Company terminates
               --------------------------
     Executive's employment with the Company in anticipation of, on or after
     the occurrence of a Change in


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     Control with Cause pursuant to Section 2.2 hereof, or if Executive
     terminates Executive's employment with the Company on or after the
     occurrence of a Change in Control without Good Reason pursuant to
     Section 2.2 hereof, Executive's employment with the Company shall
     terminate without further obligations to Executive, other than
     those obligations owing or accrued to, vested in, or earned by
     Executive through the date of termination, including, but not
     limited to:

               (i)   to the extent not theretofore paid, the Base
          Salary in effect at the time of such termination through the
          date of termination; and

               (ii)  in the case of compensation previously
          deferred by Executive, all amounts previously deferred
          (together with any accrued interest thereon) and not yet
          paid by the Company;

               (iii) all other amounts or benefits owing or accrued
          to, vested in or earned by Executive through the date of
          termination under the then existing or applicable plans,
          programs, arrangements, and policies of the Company and its
          affiliates, including, but not limited to, the Additional
          Compensation;

     such obligations owing or accrued to, vested in, or earned by
     Executive through the date of termination, including, but not
     limited to, such amounts and benefits specified in clauses (i),
     (ii), and (iii) of this sentence, being hereinafter collectively
     referred to as the "Accrued Obligations."  The aggregate amount of
     such obligations owing or accrued to, vested in, or earned by
     Executive through the date of termination, including, but not
     limited to, the Accrued Obligations, shall be paid or caused to be
     paid by the Company to Executive in accordance with the plans,
     programs or agreements under which the Accrued Obligations were
     earned.

          (b)  Good Reason; Without Cause.  If Executive terminates
               --------------------------
     Executive's employment with the Company on or after the occurrence
     of a Change in Control with Good Reason pursuant to Section 2.2
     hereof, or if the Company terminates Executive's employment with
     the Company without Cause in anticipation of, on or after the
     occurrence of a Change in Control pursuant to Section 2.2 hereof:

               (i)   the Company shall pay the aggregate of the
          following amounts to Executive in one lump sum within thirty
          (30) days after the date of such termination or in a manner
          and at such later time as specified by Executive, provided
          that all such payments must be made no later than the last
          day of the twenty-four (24) month period commencing on the
          date of such termination:

                     (A) to the extent not theretofore paid,
               Executive's Base Salary in effect at the time of such
               termination (but prior to giving effect to any
               reduction therein which precipitated such termination)
               through the date of termination; and


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                     (B) an amount equal to the sum of:  (x) three
               (3) times Executive's Base Salary in effect at the
               time of such termination (but prior to giving effect
               to any reduction therein which precipitated such
               termination), (y) one and one-half (1 1/2) times the
               highest annual bonus paid by the Company to Executive
               in respect of the two (2) calendar years of the
               Company immediately preceding such termination, and
               (z) the pro-rata share of Executive's target bonus for
               the calendar year in which such termination occurred
               based upon the proportion that the number of complete
               months in such calendar year up to the date of
               termination bears to the complete calendar year.

               (ii)  In addition, the Company shall pay or cause to
          be paid the aggregate of the following amounts to Executive
          at the following times:

                     (A) in the case of compensation previously
               deferred by Executive, all amounts previously deferred
               (together with any accrued interest thereon) and not
               yet paid by the Company, within thirty (30) days after
               the date of such termination of employment or such
               other period as may be required in accordance with any
               such deferral arrangement; and

                     (B) in accordance with the terms of each such
               plan, program, arrangement or policy, all other
               amounts or benefits owing or accrued to, vested in, or
               earned by Executive through the date of termination
               under the then existing or applicable plans, programs,
               arrangements, and policies of the Company and its
               affiliates, including, but not limited to, all
               Additional Compensation; and

                     (C) any and all other Accrued Obligations not
               otherwise described in subsection (b)(i) above or
               clauses (A) and (B) of this subsection (b)(ii); and

               (iii) Executive shall receive the following additional
          benefits:

                     (A) if Executive elects medical or dental
               coverage under the Company's group medical or dental
               plans pursuant to Section 4980B of the Code ("COBRA
               Coverage"), the Company shall reimburse Executive,
               promptly upon request by Executive, an amount equal to
               the remainder, if any, resulting from the subtraction
               of (1) the monthly medical and/or dental premium paid
               each month by Executive for COBRA Coverage during the
               first twelve (12) months of such COBRA Coverage (or
               during such shorter period that COBRA Coverage for
               Executive is in effect), from (2) the medical and/or
               dental premium paid by Executive for the last month of
               coverage under the Company's group medical or dental
               plans immediately before Executive's employment with
               the Company was terminated; and


                                    -6-




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                     (B) such individual outplacement service as is
               appropriate for Executive's position for up to 24
               months after termination of employment for a cost not
               to exceed $20,000; and

                     (C) assistance to Executive to be provided by
               a "Big Five" accounting firm selected by the Company
               or other mutually agreeable accounting firm for
               federal and state income tax planning and federal and
               state income tax return preparation for Executive for
               the calendar year in which such termination of
               employment occurred.

          (c)  Death.  If Executive's employment is terminated on
               -----
     or after the occurrence of a Change in Control by reason of
     Executive's death, the Company shall pay to Executive's legal
     representatives the full amount of the obligations owing or
     accrued to, vested in, or earned by Executive through the date of
     Executive's death, including, but not limited to, the Accrued
     Obligations in accordance with the plans, programs, or agreements
     under which the Accrued Obligations were earned.  Anything in this
     Agreement to the contrary notwithstanding, Executive's family
     shall be entitled to receive benefits provided by the Company and
     any of its affiliates to surviving families under the then
     existing or applicable plans, programs, or arrangements and
     policies of the Company and its affiliates.

          (d)  Disability.  The Company may, at its option, terminate
               ----------
     Executive's employment by written notice to Executive upon
     Executive's becoming Disabled.  Such termination shall not be deemed
     to be a termination of Executive's employment in anticipation of, on
     or after a Change in Control.  If Executive's employment is terminated
     on or after the occurrence of a Change in Control by reason of
     Executive becoming Disabled, the Company shall pay to Executive or
     Executive's legal representative the full amount of the obligations
     owing or accrued to, vested in, or earned by Executive through the
     date of termination, including, but not limited to, the Accrued
     Obligations in accordance with the plans, programs, or agreements
     under which the Accrued Obligations were earned.

     2.4  Good Reason.
          -----------

          (a)  Except as provided in Section 2.4(b) below, as used in
     this Agreement, the term "Good Reason" means a good faith
     determination by Executive that any one or more of the following
     events has occurred on or after the occurrence of a Change in
     Control:

               (i)   a material change in the nature of Executive's
          Office, including, but not limited to, Executive's
          authorities, duties, responsibilities or status (including
          offices, titles, reporting requirements and supervisory
          functions), from those in effect immediately prior to the
          Change in Control.  Notwithstanding the foregoing, Executive
          shall not assert as "Good Reason" the sole fact that the
          portion of Executive's duties and responsibilities directly
          attributable to a change in the ownership of the outstanding
          capital stock or outstanding indebtedness of the Company,
          the presence or absence of a trading market for any of the
          securities of the Company, any refinancing of indebtedness
          of the Company or the incurrence of any additional
          indebtedness by the Company has been eliminated (the
          "Eliminated Duties


                                    -7-




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<PAGE>

          and Responsibilities"), unless the performance of all or any
          portion of the Eliminated Duties and Responsibilities
          continue to be required; or

               (ii)   the relocation of Executive's place of
          employment to a location in excess of thirty-five (35) miles
          from the Company's current offices in Englewood, Colorado,
          except for required travel on Company business to an extent
          substantially equivalent to Executive's business travel
          obligations immediately prior to the Change in Control; or

               (iii)  any reduction by the Company of Executive's
          Base Salary, or a material reduction in Executive's bonus,
          profit sharing, other incentive benefits or Additional
          Compensation from those in effect immediately prior to the
          Change in Control; or

               (iv)   the failure by the Company to increase
          Executive's Base Salary in a manner consistent (both as to
          frequency and percentage increase) with (A) the Company's
          practices in effect immediately prior to the Change in
          Control with respect to similarly positioned employees or
          (B) the Company's practices implemented subsequent to the
          Change in Control with respect to similarly positioned
          employees, unless, in either case, such failure is due to
          the failure by Executive to meet performance standards
          applicable to similarly positioned employees; or

               (v)    the failure of the Company to continue in
          effect Executive's participation in the Company's employee
          benefit plans, programs, arrangements and policies, at a
          level substantially equivalent in value to and on a basis
          consistent with the relative levels of participation of
          other similarly positioned employees; or

               (vi)   the failure of the Company to obtain from a
          successor (including a successor to a material portion of
          the business or assets of the Company) a satisfactory
          assumption in writing of the Company's obligations under
          this Agreement; or

               (vii)  the failure of the Company to continue to
          provide Executive with office space, related facilities and
          support personnel (including, but not limited to,
          administrative and secretarial assistance) that are both
          commensurate in all material respects with the Office and
          Executive's responsibilities to and position with the
          Company immediately prior to the Change in Control and not
          materially dissimilar to the office space, related
          facilities and support personnel provided to other key
          executive officers of the Company; or

               (viii) if Executive served on the Board of Directors
          of the Company prior to a Change in Control, (A) the removal
          of Executive or the current Chairman of the Board of the
          Company, if not Executive, as a director of the Company, if
          it is a surviving entity in the Change in Control
          transaction, or (B) the failure of Executive or the current
          Chairman of the Board of the Company, if not Executive, to
          be named


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          as a director of any successor to the Company, including any
          successor to a material portion of the business or assets of
          the Company (each, a "Successor Entity"), or (C) the failure
          of Executive or the current Chairman of the Board of the
          Company, if not Executive, to be nominated for election to
          the Board of Directors of the Company or any Successor
          Entity or (D) the failure of Executive or the current
          Chairman of the Board of the Company, if not Executive, to
          be elected or reelected to the Board of Directors of the
          Company or any such Successor Entity, or (E) the failure of
          Executive or the current Chairman of the Board of the
          Company, if not Executive, to be appointed to the Board of
          Directors of any entity or entities that Control the Company
          or any Successor Entity (each, a "Controlling Entity") or
          (F) the removal of Executive or the current Chairman of the
          Board of the Company, if not Executive, as a director of any
          Controlling Entity, or (G) the failure of Executive or the
          current Chairman of the Board of the Company, if not
          Executive to be nominated for election to the Board of
          Directors of any Controlling Entity, or (H) the failure of
          Executive or the current Chairman of the Board of the
          Company, if not Executive, to be elected or reelected to the
          Board of Directors of any Controlling Entity, or (I) the
          removal of the current Chairman of the Board of the Company
          from such position with the Company, or the failure of the
          current Chairman of the Board of the Company to be appointed
          to such position with any Successor Entity or Controlling
          Entity (other than a Successor Entity or Controlling Entity
          whose common equity securities are publicly traded) or the
          removal of the current Chairman of the Board of the Company
          from such position with any Successor Entity or Controlling
          Entity (other than a Successor Entity or Controlling Entity
          whose common equity securities are publicly traded) without,
          in each case, Executive's prior written consent; or

               (ix)  the Company notifies Executive of the Company's
          intention not to observe or perform one or more of the
          obligations of the Company under this Agreement; or

               (x)   the Company breaches any provision of this
          Agreement and such breach is not cured within thirty (30)
          days after the Company's receipt of notice thereof from
          Executive.

          (b)  If, after the occurrence of a Change in Control,
     Executive receives a written description from the Company of the
     nature of Executive's Office thereafter, stating Executive's
     authorities, duties, responsibilities, status, salary, bonus and
     other employee benefits, or job location, and Executive accepts in
     writing such new authorities, duties, responsibilities, status,
     salary, bonus and other employee benefits, or job location ("New
     Office") with the Company without determining that the New Office
     causes a Good Reason as set forth in Section 2.4(a), then for the
     remaining Term the New Office shall be the authorities, duties,
     responsibilities, status, salary, bonus and other employee
     benefits, or job location to be used by Executive in determining
     whether Good Reason occurs thereafter pursuant to Section 2.4(a).


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     2.5  Change in Control.  As used herein, the term "Change in
          -----------------
Control" shall mean the occurrence with respect to the Company of any of
the following events:

          (a)  a report on Schedule 13D is filed with the Securities
     and Exchange Commission pursuant to Section 13(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     disclosing that any person, entity or group (within the meaning of
     Section 13(d) or 14(d) of the Exchange Act), other than (i) the
     Company (or one of its subsidiaries) or (ii) any employee benefit
     plan sponsored by the Company (or one of its subsidiaries), is the
     beneficial owner (as such term is defined in Rule 13d-3
     promulgated under the Exchange Act), directly or indirectly, of
     50% or more of the outstanding shares of common stock of the
     Company or 50% or more of the combined voting power of the then
     outstanding securities of the Company (as determined under
     paragraph (d) of Rule 13d-3 promulgated under the Exchange Act, in
     the case of rights to acquire common stock or other securities);

          (b)  an event of a nature that would be required to be
     reported in response to Item 1(a) of the Current Report on Form
     8-K, as in effect on the date hereof, pursuant to Section 13 or
     15(d) of the Exchange Act or would have been required to be so
     reported but for the fact that such event had been "previously
     reported" as that term is defined in Rule 12b-2 promulgated under
     the Exchange Act;

          (c)  any person, entity or group (within the meaning of
     Section 13(d) or 14(d) of the Exchange Act), other than (i) the
     Company (or one of its subsidiaries) or (ii) any employee benefit
     plan sponsored by the Company (or one of its subsidiaries), shall
     become the beneficial owner (as such term is defined in Rule 13d-3
     promulgated under the Exchange Act), directly or indirectly, of
     50% or more of the outstanding shares of common stock of the
     Company or 50% or more of the combined voting power of the then
     outstanding securities of the Company (as determined under
     paragraph (d) of Rule 13d-3 promulgated under the Exchange Act, in
     the case of rights to acquire common stock or other securities);

          (d)  the stockholders of the Company shall approve any
     liquidation or dissolution of the Company;

          (e)  the stockholders of the Company shall approve a
     merger, consolidation, reorganization, recapitalization, exchange
     offer, acquisition or disposition of assets or other transaction
     after the consummation of which any person, entity or group
     (within the meaning of Section 13(d) or 14(d) of the Exchange Act)
     would become the beneficial owner (as such term is defined in Rule
     13d-3 promulgated under the Exchange Act), directly or indirectly,
     of 50% or more of the outstanding shares of common stock of the
     Company or 50% or more of the combined voting power of the then
     outstanding securities of the Company (as determined under
     paragraph (d) of Rule 13d-3 promulgated under the Exchange Act, in
     the case of rights to acquire common stock or other securities);

          (f)  individuals who constitute the Board on the date
     hereof ("Incumbent Board") cease for any reason to constitute at
     least a majority thereof, provided that any person becoming a
     director subsequent to the date hereof whose election, or
     nomination for election


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     by the Company's stockholders, was approved by a vote of at least
     two-thirds of the directors comprising the remaining members of
     the Incumbent Board (either by a specific vote or by approval of
     the proxy statement of the Company in which such person is named
     as a nominee for director, without objection to such nomination)
     shall be, for purposes of this clause (f), considered as though
     such person were a member of the Incumbent Board; or

          (g)  a recapitalization or other transaction or series of
     related transactions occurs which results in a decrease by 50% or
     more in the aggregate percentage ownership of the then outstanding
     common stock of the Company or 50% or more in the combined voting
     power of the outstanding securities of the Company held by the
     stockholders of the Company immediately prior to giving effect
     thereto (on a primary basis or on a fully diluted basis after
     giving effect to the exercise of stock options and warrants).

     2.6  Legal Fees and Expenses.  If Executive shall prevail in
          -----------------------
any contest by the Company or others contesting the validity or
enforcement of, or liability under, any term or provision of this
Agreement, the Company shall pay any and all reasonable attorneys',
accountants' and experts' fees and expenses and court costs incurred by
Executive as a result of any such contest.  Otherwise, each party shall
bear his, her or its own expenses in connection with any such contest.

     2.7  Non-exclusivity of Rights.  Nothing in this Agreement
          -------------------------
shall prevent or limit Executive's continuing or future participation in
any benefit, bonus, incentive or other plan, program, arrangement or
policy provided by the Company or any of its affiliates (including, but
not limited to, any plan, program, arrangement or policy constituting
Additional Compensation) and for which Executive and/or Executive's
family may qualify, nor shall anything herein limit or otherwise affect
such rights as Executive and/or Executive's family may have under any
other agreements with the Company or any of its affiliates.  Amounts
which are vested benefits or which Executive and/or Executive's family
is otherwise entitled to receive under any plan, program, arrangement,
or policy of the Company or any of its affiliates (including, but not
limited to, any plan, program, arrangement or policy constituting
Additional Compensation) at or subsequent to the date of termination of
Executive's employment under this Agreement shall be payable in
accordance with such plan, program, arrangement or policy.

     2.8  Full Payment; No Mitigation Obligation.  The Company's
          --------------------------------------
obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by
any set-off, counterclaim, recoupment, defense or other claim, right or
action which the Company may have against Executive or others.  In no
event shall Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to Executive
under any of the provisions of this Agreement.

     2.9  Delivery of Release.  Within thirty (30) days after
          -------------------
termination of Executive's employment (other than due to death of
Executive) in anticipation of, on or after the occurrence of a Change in
Control, the Company shall provide to Executive, or Executive's legal
representative, a form of written release, which form shall be
reasonably satisfactory to the Company and generally consistent with the
form of release used by the Company prior to the earlier of (a) such
termination of employment, if the Company has terminated Executive's
employment in anticipation of a Change of Control, or (b) the occurrence
of the Change in Control.  As a condition to the obligation of the


                                  -11-




<PAGE>
<PAGE>

Company to make the payments provided for in this Agreement and
otherwise perform its obligations hereunder to Executive upon
termination of Executive's employment (other than due to death of
Executive) Executive, or Executive's legal representative, shall deliver
to the Company a written release, substantially in the form described
above and provided to Executive by the Company within such thirty (30)
day period, releasing the Company and its affiliates from any and all
liability related to Executive's employment or the termination thereof,
other than liabilities arising under this Agreement.

                               ARTICLE III
                           GENERAL PROVISIONS

     3.1  Governing Law.  This Agreement shall be governed by and
          -------------
construed in accordance with the laws of the state of Colorado.

     3.2  Assignability.  This Agreement is personal to Executive
          -------------
and without the prior written consent of the Company shall not be
assignable by Executive other than by will or the laws of descent and
distribution.  This Agreement shall inure to the benefit of and be
enforceable by Executive's legal representatives and heirs.  This
Agreement shall inure to the benefit of and be binding upon the Company
and its successors and assigns.  The Company shall require any
corporation, entity, individual or other person who is the successor
(whether direct or indirect, by purchase, merger, consolidation,
reorganization, or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to
perform, by a written agreement in form and substance satisfactory to
Executive, all of the obligations of the Company under this Agreement.
As used in this Agreement, the term "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by
operation of law, written agreement, or otherwise.

     3.3  Withholding.  The Company may withhold from any amounts
          -----------
payable under this Agreement such federal, state or local taxes as shall
be required to be withheld pursuant to any applicable law or regulation.

     3.4  Entire Agreement; Amendment.  This Agreement constitutes
          ---------------------------
the entire agreement and understanding between Executive and the Company
and, except as otherwise expressly provided herein, supersedes any prior
agreements or understandings, whether written or oral, with respect to
the subject matter hereof.  Except as may be otherwise provided herein,
this Agreement may not be amended or modified except by subsequent
written agreement executed by both parties hereto.

     3.5  Multiple Counterparts.  This Agreement may be executed in
          ---------------------
multiple counterparts, each of which shall constitute an original, but
all of which together shall constitute one Agreement.

     3.6  Notices.  Any notice provided for in this Agreement shall
          -------
be deemed delivered upon deposit in the United States mails, registered
or certified mail, addressed to the party to whom directed at the
addresses set forth below or at such other addresses as may be
substituted therefor by notice given hereunder.  Notice given by any
other means must be in writing and shall be deemed delivered only upon
actual receipt.


                                  -12-




<PAGE>
<PAGE>

          If to the Company:

          Mail-Well, Inc.
          23 Inverness Way East
          Englewood, Colorado 80112
          Attention:  President

          If to Executive:

          Gerald F. Mahoney
          21 Cherry Hills Farm Drive
          Englewood, CO 80110

     3.7  Waiver.  The waiver of any breach of any term or condition
          ------
of this Agreement shall not be deemed to constitute the waiver of any
breach of the same or any other term or condition of this Agreement.

     3.8  Severability.  In the event any provision of this Agreement
          ------------
is found to be unenforceable or invalid, such provision shall be severable
from this Agreement and shall not effect the enforceability or validity
of any other provision of this Agreement.  If any provision of this
Agreement is capable to two constructions, one of which would render the
provision void and the other which would render the provision valid, then
the provision shall have the construction which renders it valid.

     3.9  Other Severance Benefits.  This Agreement replaces and
          ------------------------
supercedes any and all provisions of and benefits under any other
severance agreement or program under which Executive would otherwise be
entitled to severance benefits on or after the occurrence of a Change in
Control.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of
the Effective Date.

                                   MAIL-WELL, INC.


                                   By: /s/ Roger Wertheimer
                                       -------------------------------
                                       Roger Wertheimer
                                       Vice President-General Counsel


                                   EXECUTIVE

                                   /s/ Gerald F. Mahoney
                                   -----------------------------------
                                   Gerald F. Mahoney


                                  -13-