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Amendment No. 1 To Executive Employment Agreement

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Exhibit 10.28


Execution Copy


Amendment No. 1 to Executive Employment Agreement


WHEREAS, Robert S. Mathews (" Executive" ) entered into that certain Executive Employment Agreement with Von Hoffmann Press, Inc. (now Von Hoffman Corporation, the " Company" ), dated as of January 31, 2002, with an Effective Date as of January 1, 2002 (the " Original Agreement" and as amended hereby, the " Agreement" ); and


WHEREAS, the Company desires to extend the Employment Period and make certain other modifications to the Original Agreement in consideration thereof.


WHEREAS, the Company is an indirect wholly owned subsidiary of Jostens IH Corp., a Delaware corporation (" JIHC" ).


NOW, THEREFORE, in consideration of the mutual undertakings contained herein and in the Original Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1. Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Agreement.


2. All references to " the Chief Executive of the Company" shall be to " the Chief Executive of JIHC" , including, without limitation in Section 2.2 of the Agreement. Without limitation, Section 2.2 (b) is hereby amended to provide that Executive shall at all times report and be subject to the lawful direction of the Chief Executive Officer of JIHC and the Board of Directors as otherwise provided.


3. Section 2.3(a) is hereby amended to read as follows: " During the Employment Period, Executive' s base salary shall be $300,000 (subject to increase, if any, provided under Section 2.3(d)) per annum (the " Base Salary" ), which salary shall be payable in regular installments in accordance with the Company' s general payroll practices and shall be subject to deductions for customary withholding, including, without limitation, federal and state withholding taxes, social security taxes and state disability insurance."


The first sentence of Section 2.3(b) is deleted in its entirety and all references to " Non-Discretionary Bonus" in the Agreement are deleted. In addition, the balance of Section 2.3(b) is deleted and replaced with the following: " During the Employment Period, Executive shall be eligible to participate in such annual bonus program in which other senior executives of the Company are generally eligible to participate, subject to and on such terms and conditions and at such level as determined by the Board on an annual basis. References to " Total Annual Bonus" shall be to any such


bonus payable on the terms and conditions under such plan referenced in the preceding sentence."


4.
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