CERTIFICATE OF ADOPTION
 
                                       OF
 
                        AMENDED ARTICLES OF INCORPORATION
 
                                       OF
 
                          THE STANDARD REGISTER COMPANY
 
 
         MILFERD A. SPAYD, President, and LEONARD J. ERTLE, Secretary, of The
Standard Register Company, an Ohio corporation, with its principal office
located at Dayton, Montgomery County, Ohio, do hereby certify that a special
meeting of the holders of the shares of said corporation entitling them to vote
on the proposal to adopt Amended Articles of Incorporation as contained in the
following resolution, was duly called for such purpose and held on the 29th day
of October, 1956, at which meeting a quorum of such shareholders was present in
person or by proxy and that by the affirmative vote of the holders of shares
entitled under the Articles of Incorporation to exercise two-thirds of the
voting power of the corporation on such proposal, the following resolution was
adopted:
 
         RESOLVED, That the following Amended Articles of Incorporation be and
the same are hereby adopted to supersede and take the place of the existing
Articles of Incorporation and all amendments thereto:
<PAGE>   2
                                      - 2 -
 
 
                        AMENDED ARTICLES OF INCORPORATION
 
                                       OF
 
                          THE STANDARD REGISTER COMPANY
 
 
         THE STANDARD REGISTER COMPANY, a corporation for profit, heretofore
organized and now existing under the laws of the State of Ohio, makes and files
these Amended Articles of Incorporation and states:
 
         FIRST: The name of the Corporation shall be THE STANDARD REGISTER
COMPANY.
 
         SECOND: The place in the State of Ohio where its principal office is
located is the City of Dayton in Montgomery County.
 
         THIRD: The purposes for which the Corporation is formed are:
 
         (1) To design, manufacture, produce extract, mine, prepare, experiment
     with, purchase and otherwise acquire, import, export sell, distribute, and
     otherwise dispose of, and generally to trade and deal in, in any manner
     whatsoever, machines, machinery, metal, wood, paper, business forms, and
     with any and all other kinds of goods, wares, merchandise, manufactured
     articles, raw materials, minerals, oil, coal, ores, animal and plant
     products, substances and other articles of property of every kind and
     description;
 
         (2) To engage in all kinds of business, including the following but
     without excluding others: all manufacturing, merchandising, milling,
     mining, drilling, quarrying, building, construction, industrial and
     agricultural work and operations; development and utilization of every kind
     of power; the acquirement, construction, use, operation, sale and other
     disposition of all kinds of machinery, plants, factories, warehouses,
     elevators, buildings and other structures, bridges, wharves, docks, slips,
     dams, power works, water works, boats, ships, engines, cars, equipment and
     appliances,
<PAGE>   3
                                      - 3 -
 
 
     whether in connection with said business or otherwise, and generally the
     utilization of all instrumentalities, methods, processes and appliances in
     all ways and by all means which are now known or which may be hereafter
     discovered or invented;
 
         (3) To engage in research, exploration, laboratory and development work
     relating to any machinery, business forms, or any other matter, substance,
     compound or mixture, now known or which may hereafter be known, discovered
     or developed;
 
         (4) To render management, supervisory, styling, technical and other
     services and advice for any person, firm, association or corporation,
     domestic or foreign, by contract or otherwise, and to receive therefor
     fixed or contingent compensation, or compensation in the form of
     commissions, management fees, shares in gross or net receipts or profits,
     or in any other manner, or upon any other terms whatsoever, or so to act
     without direct compensation;
 
         (5) To improve, manage, develop, sell, assign, transfer, lease,
     mortgage, pledge or otherwise dispose of or turn to account or deal with
     all or any part of the property of the Corporation and from time to time to
     vary any investment or employment of capital of the Corporation;
 
         (6) To borrow money, and to make and issue notes, bonds, debentures,
     obligations and evidences of indebtedness of every type and description,
     whether secured by mortgage, pledge or otherwise, without limit as to
     amount, and to secure the same by mortgage, pledge or otherwise; and
     generally to make and perform agreements and contracts of every type and
     description;
 
         (7) To the same extent as natural persons might or could do, to
     purchase or otherwise acquire, and to hold, own maintain, work, develop,
     sell, lease, exchange, hire, convey, mortgage or otherwise dispose of and
     deal in, lands and leaseholds, and interests, estates and rights of every
     type and description in real, personal or mixed property, and franchises,
     rights, licenses or privileges necessary, convenient or appropriate for any
     of the purposes herein expressed;
 
         (8) To apply for, obtain, register, purchase, lease or otherwise
     acquire and to hold, own, use, develop, operate and introduce, and to sell,
     assign, grant licenses or territorial rights in respect to, or otherwise to
     turn to account or dispose of, copyrights, trade-marks, trade
<PAGE>   4
                                      - 4 -
 
 
     names, brands, labels, and registrations of the foregoing whether issued by
     the United States or any other country or government, and inventions,
     improvements and processes, whether used in connection with or secured
     under letters patent or otherwise;
 
         (9) To make donations for the public welfare or for charitable,
     scientific or educational purposes; and to cooperate with other
     corporations or with natural persons, or to act alone, in the creation and
     maintenance of community funds or of charitable, scientific, or educational
     instrumentalities;
 
        (10) To acquire by purchase, subscription or otherwise, and to hold for
     investment or otherwise and to use, sell, assign, underwrite, transfer,
     mortgage, pledge or otherwise deal with or dispose of stocks, bonds or any
     other obligations or securities of any person, firm, association or
     corporation, public, private or municipal, or of the Government of the
     United States or of any state, territory, colony or dependency thereof, or
     of any foreign state or country; to merge or consolidate with any
     corporation in such manner as may be permitted by law; to acquire, and to
     pay for in cash, stocks or bonds of this Corporation, or otherwise, the
     good will, rights, assets and property, and to undertake or assume the
     whole or any part of the obligations or liabilities, of any person, firm,
     association or corporation; to aid in any manner any corporation whose
     stocks, bonds or other obligations are held or in any manner guaranteed by
     this Corporation, or in which this Corporation is in any way interested;
     and to do any other act or thing for the preservation, protection,
     improvement or enhancement of the value of any such stocks, bonds or other
     obligations; and while the owner of such stocks, bonds or other obligations
     to exercise all the rights, powers and privileges of ownership thereof, and
     to exercise any and all voting powers thereon; to guarantee the payment of
     dividends upon any stock, or of the principal or interest, or both, of any
     bond or other obligation, and the performance of any contract; and
 
        (11) To do everything necessary, suitable or proper for the
     accomplishment of any purpose or the attainment of any object or the
     furtherance of any power hereinbefore set forth, either alone or in
     association with other corporations, firms or individuals, and to do every
     other act or thing incidental or appurtenant to or growing out of or
     connected with the aforesaid business or purposes, objects or powers, or
     any part or parts thereof, provided the same be not inconsistent with the
     laws under which the Corporation is organized.
<PAGE>   5
                                      - 5 -
 
 
         The business of the Corporation is from time to time to do any one or
more of the acts and things hereinabove set forth, and it shall have power to
conduct and carry on its business, or any part thereof, and to have one or more
offices, and to exercise any or all of its corporate powers and rights, in the
State of Ohio, and in the various other states, territories, colonies and
dependencies of the United States, in the District of Columbia, and in any or
all foreign countries. The purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in these
Articles, but the purposes specified in each of the foregoing clauses of this
Article shall be regarded as independent purposes. The enumeration of the
purposes herein shall not be deemed to exclude, by inference or otherwise, any
power or purpose which the Corporation is empowered to exercise, whether
expressly or impliedly, under the law of the State of Ohio, now or hereafter in
effect. The purposes for which the Corporation is formed may be substantially
changed by amendment to the Articles of Incorporation.
 
         FOURTH: The maximum number of shares of all classes of stock which the
Corporation is authorized to have outstanding is 2,687,500 shares of the par
value of $1 each, of which 2,500,000 shares shall be known and designated as
Common Stock and 187,500 shares shall be known and designated as Class A Stock.
 
         The 12,500 issued and outstanding shares of the heretofore authorized
capital stock of the Corporation without nominal or par
<PAGE>   6
                                      - 6 -
 
 
value are hereby changed and reclassified into 600,000 full paid and
nonassessable shares of Common Stock and 187,500 full paid and nonassessable
shares of Class A Stock, on the following basis: Each of the issued and
outstanding shares of the heretofore authorized capital stock of the Corporation
without nominal or par value is reclassified and changed into 48 shares of the
Common Stock and 15 shares of the Class A Stock.
 
         The following provisions are hereby agreed to for the purposes of
creating, defining and regulating the rights and privileges of the several
classes of stock of the Corporation:
 
 
                                    Section 1
 
                            Voting Powers and Rights
 
         1.1. Generally. At every meeting of stockholders each stockholder shall
be entitled to one vote for each share of Common Stock held by him and five
votes for each share of Class A Stock held by him, in each case with whatever
right to cumulate votes in elections of directors such stockholder may, at the
time of election, be entitled to demand under the laws of the State of Ohio.
 
         1.2. Quorum. Except as otherwise required by law or by these Articles,
the presence in person or by proxy at any meeting of stockholders of the holders
of shares entitled to cast a majority of all of the votes which may be cast at
such meeting by the holders of all of the shares of the capital stock of the
<PAGE>   7
                                      - 7 -
 
 
Corporation entitled to vote on every matter to be voted on at such meeting 
shall constitute a quorum.
 
         1.3. General Voting Requirements. Every question presented to
stockholders, except a question of taking any action to which the special voting
requirements of subsection 1.4 are applicable, may be decided at any meeting of
stockholders which is duly convened and held and at which a quorum is present
and shall be decided at such meeting in accordance with a majority of the votes
cast upon such question by the holders of Common Stock and Class A Stock, whose
votes thereon shall be counted and totaled together without regard to class.
 
         1.4. Special Voting Requirements. Except as otherwise required by law,
the Corporation may take any of the following actions with, and only with, (1)
the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the Corporation, and (2) if any such actions
would adversely affect the rights and privileges of the holders of shares of a
particular class, the affirmative vote of the holders of a majority of the
outstanding shares of such class:
 
              (i)   amend these Articles; or
 
              (ii)  merge or consolidate with or into any other corporation or
                    permit any other corporation to merge or consolidate with or
                    into it; or
 
              (iii) sell, lease or exchange all or substantially all of its
                    property and assets; or
<PAGE>   8
                                      - 8 -
 
 
              (iv)  transfer any assets to another corporation and in connection
                    therewith distribute stock or other securities of such other
                    corporation to the holders of stock or other securities of
                    this Corporation; or
 
              (v)   voluntarily dissolve or liquidate.
 
Furthermore, the Corporation may take any other action as to which the laws of
the State of Ohio require a class vote of any particular class of stock of the
Corporation with, and only with, (1) the affirmative vote of the holders of
shares entitling them to exercise a majority of the voting power of the
Corporation and (2) the affirmative vote of the holders of a majority of the
outstanding shares of such class.
 
         Notwithstanding the foregoing, the Corporation shall not, except with
the affirmative vote of the holders of 75% of the outstanding shares of Common
Stock, voting separately as a class:
 
         (1)  authorize or issue any additional shares of Class A Stock or any
              other voting securities except (a) Common Stock and/or (b)
              preferred stock which has only such voting rights as may arise
              when dividends are in arrears and/or such voting rights as a
              mandatory statute may provide; or
 
         (2)  amend these Articles so as to reduce the percentage of the
              outstanding shares of Common Stock specified in this sentence.
 
 
                                    Section 2
 
                               Rights to Dividends
 
         When and as dividends are declared, whether payable in cash, in
property or in shares of stock of the Corporation, the holders of Common Stock
and the holders of Class A Stock shall be
<PAGE>   9
                                      - 9 -
 
 
entitled to share equally, share for share, in such dividends; except that in
the case of dividends payable in shares of stock of the Corporation, holders of
Class A Stock shall receive their dividends only in shares of Class A Stock and
holders of Common Stock shall receive their dividends only in shares of Common
Stock, subject, however, to the requirements of subsection 1.4 of this Article
FOURTH.
 
 
                                    Section 3
 
                           All Shares Otherwise Equal
 
         Except as herein otherwise expressly provided, shares of Common Stock
and Class A Stock shall be of equal rank and shall all entitle the holders
thereof to the same rights and privileges.
 
 
                                    Section 4
 
                           Denial of Preemptive Rights
 
         No holder of stock of the Corporation of any class authorized hereby or
which may hereafter be authorized, or of any series of any such class, shall as
such holder and because of his ownership of stock have any preemptive or other
right to purchase or subscribe for any shares of stock of the Corporation of any
class, or of any series of any class, or for any notes, debentures, bonds,
obligations or instruments which the Corporation may issue or sell that are
convertible into or exchangeable for or entitle the holders thereof to subscribe
for or purchase any shares of stock of the Corporation of any class, or of any
series of any class. Subject to the provisions of these Articles and any
<PAGE>   10
                                     - 10 -
 
 
applicable provisions of the laws of the State of Ohio, any part of the
authorized capital stock of the Corporation and any part of the notes,
debentures, bonds, obligations or other securities, convertible into or carrying
options, rights or warrants to purchase stock of the Corporation, authorized
hereby or which may hereafter be authorized, may at any time be issued, optioned
for sale and sold or disposed of pursuant to resolutions of the Board of
Directors to such persons, for such lawful consideration and upon such terms and
conditions as may to the Board of Directors seem proper and advisable and said
stock or such other securities or any part thereof need not be first offered to
existing stockholders.
 
 
                                    Section 5
 
                            Ownership and Conversion
 
                                of Class A Stock
 
         5.1. Ownership of Class A Stock. No holder of Class A Stock may sell or
otherwise dispose of or transfer any or all of the shares of stock held by him,
or any interest therein, right to vote thereon or control thereover, except to
persons who, at the time of transfer, meet the qualifications set forth in
clause (i), (ii), (iii), (iv) or (v) of subsection 5.2; provided, however, that
nothing herein contained shall affect the validity of any proxy given by such
holder to a person not meeting such qualifications if the proxy is revocable by
such holder and no value is received therefor. In the absence of information to
the contrary the Corporation may conclusively presume that no value was received
for
<PAGE>   11
                                     - 11 -
 
 
any such proxy. Any holder of Class A Stock may at any time convert any or all
of the shares thereof held by him into shares of Common Stock as provided in
subsection 5.3. No one, other than those persons in whose names shares of Class
A Stock become registered on the original stock ledger of the Corporation by
reason of their record ownership of shares of the capital stock of the
Corporation without nominal or par value which are reclassified into shares of
Class A Stock by this Article FOURTH, or transferees or successive transferees
who at the time of transfer meet the qualifications set forth in subsection 5.2,
shall by virtue of the acquisition of certificates for shares of Class A Stock
have the status of an owner or holder of shares of Class A Stock or be
recognized as such by the Corporation or be otherwise entitled to enjoy for his
own benefit the special voting rights and powers of a holder of shares of Class
A Stock.
 
         Holders of shares of Class A Stock may at any and all times transfer to
any person the shares of Common Stock issuable upon conversion of such shares of
Class A Stock.
 
         5.2. Transfers of Class A Stock on Corporation Books. Shares of Class A
Stock shall be transferred on the books of the Corporation and a new certificate
therefor issued, upon presentation at the office of the Secretary of the
Corporation (or at such additional place or places as may from time to time be
designated by the Secretary or any Assistant Secretary of the Corporation) of
the certificate for such shares, in proper form for transfer and accompanied by
all requisite stock transfer tax stamps
<PAGE>   12
                                     - 12 -
 
 
or funds for the payment of all applicable transfer taxes, only if such
certificate when so presented shall also be accompanied by an affidavit of the
record holder of such shares stating that such certificate is being presented to
effect a transfer of such shares to any one or more of the following:
 
              (i)   a transferee who is a natural person who meets the
         qualification that he or she is either (A) Helen Sherman Hook, sister
         of John Q. Sherman who died in Dayton, Ohio, in 1939 and of William C.
         Sherman who died in Montgomery County, Ohio, in 1944, or (B) a
         descendant (including any descendant by adoption and any descendant of
         any adopted descendant) of the aforesaid Helen Sherman Hook or of the
         aforesaid John Q. Sherman, or (C) entitled to any interest under the
         last will and testament, and the codicils thereto, of either the
         aforesaid John Q. Sherman or the aforesaid William C. Sherman, or under
         any inter vivos trust created by either of them, or (D) a spouse or
         surviving spouse of the aforesaid John Q. Sherman or of a natural
         person who is, or was while living, included within the provisions of
         either of the foregoing subclauses (A), (B) or (C); or
 
              (ii)  transferees who are any two or more natural persons, each of
         whom meets the qualifications set forth in clause (1) next above; or
 
              (iii) a transferee as trustee or successor trustee of a trust or
         trusts created by the aforesaid John Q. Sherman or the aforesaid
         William C. Sherman, either by deed or will, or a transferee as trustee
         of any other trust, created by deed or will, which other trust meets
         both of the following requirements:
 
         (1) the income thereof from the date of transfer to such trustee shall
         be required to be paid to or applied for the use and benefit of or
         accumulated for one or more natural persons, concurrently or
         successively, all of whom meet or will meet the qualification set forth
         in clause (i) above, and no other persons, except for such portion of
         the income as is payable to or to be applied for the use and benefit of
         or accumulated for one or more other natural persons during terms not
         to exceed their respective lives, who, though they do not meet the
         qualification set forth in clause (i) above, are relatives or natural
         persons meeting such qualifications; and (2) the principal thereof
         shall be required to be transferred, assigned and paid over upon
         failure or termination of the interest in the
<PAGE>   13
                                     - 13 -
 
 
         income thereof referred to in subclause (1) above; provided, however,
         that if the provision of such trust relating to the disposition of
         income or principal are subject to amendment in such manner that the
         trust can be changed to a trust no meeting the requirements of this
         clause (iii) the trustee thereof, as such, shall have entered into a
         written agreement with the Corporation providing that if such trust
         shall be amended such trustee will promptly deliver to the Corporation
         a copy, duly certified by such trustee, of the instrument effecting
         such amendment and will, unless such trust as so amended then meets the
         requirements of this clause (iii), promptly surrender the certificates
         for the shares of Class A Stock then held in such trust for the
         conversion of such shares into an equal number of shares of Common
         Stock in the manner set forth in subsection 5.3.
 
              (iv)  a transferee as successor trustee or as co-trustee of a
         trust of which his immediate transferor was or is a trustee registered
         as a record holder of such shares of Class A Stock as permitted by the
         provisions of subsection 5.1, provided, however, that if the proviso in
         clause (iii) above is applicable, such successor trustee or co-trustee
         shall have entered into a written agreement with the Corporation
         whereby he assumes the obligations of the agreement required by said
         clause (iii); or
 
              (v)   a transferee as executor or administrator of the estate of 
         the above-mentioned John Q. Sherman or William C. Sherman or of the
         estate of any of the natural persons meeting the qualification set
         forth in clause (i) above;
 
and if the certificate for such shares of Class A Stock when presented for
transfer shall also be accompanied
 
              (a) in the case of a transfer to a transferee as trustee of a
         trust which meets the requirements set forth in clause (iii) above, by
         copies duly certified by such trustee of the instrument creating such
         trust and of all amendments thereto, and by an original counterpart or
         certified copy of any agreement required by said clause (iii);
 
              (b) in the case of a transfer to a transferee as successor trustee
         or co-trustee as permitted by clause (iv) above, by an original
         counterpart or certified copy of any agreement of such transferee
         required by said clause (iv); or
<PAGE>   14
                                     - 14 -
 
 
              (c) in the case of a transfer to a transferee as executor or
         administrator as permitted by clause (v) above, by a certified copy of
         the letters of appointment of said executor or administrator.
 
When the principal of a trust is transferred, assigned and paid over, the
provisions of this Section 5 shall govern, limit and qualify the transfer,
assignment and payment over of shares of Class A Stock in the same manner and to
the same extent as this Section 5 governs, limits and qualifies any other
transfers of Class A Stock.
 
         5.3. Conversion of Class A Stock. A record holder of shares of Class A
Stock may convert any or all of such shares held by him into the same number of
shares of Common Stock by surrendering at the office of the Secretary of the
Corporation (or at such additional place or places as may from time to time be
designated by the Secretary or any Assistant Secretary of the Corporation)
certificates representing the shares of Class A Stock to be converted,
accompanied by a written notice by such record holder to the Corporation stating
that such record holder desires to convert such shares of Class A Stock into the
same number of shares of Common Stock. If all or any of the shares of Class A
Stock so surrendered for conversion are being converted in connection with the
sale or other disposition of the shares of Common Stock issuable upon the
conversion, the holder may request that the Corporation issue all or a specified
number of such shares of Common Stock to persons (other than such record holder)
named in such request, setting forth the number of shares of Common Stock to be
issued to each such person, the address of each such person and
<PAGE>   15
                                     - 15 -
 
 
the denominations in which the certificates therefor are to be issued. In the
event of any such transfer the certificates representing any shares of Class A
Stock to be converted shall be surrendered in proper form for transfer and shall
be accompanied by all requisite stock transfer tax stamps or funds sufficient to
pay all applicable transfer taxes. Upon any such surrender involving a transfer
the persons named as transferees shall become, and shall be registered in the
original stock ledger of the Corporation as, the record holders of the number of
shares of Common Stock issuable upon such conversion, and each such share of
Class A Stock to be converted shall be converted into one share of Common Stock,
and thereupon there shall be issued to the persons named as transferees,
promptly at such office or other designated place, certificates for such number
of shares of Common Stock. If any shares of Class A Stock represented by any
certificate so surrendered are not to be converted, or are to be converted but
not transferred, new certificates for Common Stock or Class A Stock as the case
may be will be issued to the holder who made the surrender. Each written notice
of conversion above required shall be signed by the record holder (or in an
appropriate case by his guardian, committee, executor, administrator or other
legal representative).
 
         If a record holder of shares of Class A Stock shall deliver a
certificate for such shares, endorsed by him for transfer or accompanied by an
instrument of transfer signed by him, to a person who does not meet the
qualifications set forth in clause (i), (ii),
<PAGE>   16
                                     - 16 -
 
 
(iii), (iv) or (v) of subsection 5.2, then such person or any successive
transferee of such certificate may treat such endorsement or instrument as
authorizing him on behalf of such record holder to convert such shares in the
manner above provided for the purpose of the transfer to himself of the shares
of Common Stock issuable upon such conversion or for any other purpose and to
give on behalf of such record holder the written notice of conversion above
required and may convert such shares of Class A Stock accordingly. If any shares
of Class A Stock shall improperly have been registered in the name of such a
person (or in the name of any successive transferee of such certificate) and a
new certificate therefor issued, such person or transferee may surrender such
new certificate for cancellation, accompanied by the written notice of
conversion above required, in which case (A) such person or transferee shall be
deemed to have elected to treat the endorsement on (or instrument of transfer
accompanying) the certificates so delivered by such former record holder as
authorizing such person or transferee on behalf of such former record holder so
to convert such shares and so to give such notice, (B) the shares of Class A
Stock registered in the name of such former record holder shall be deemed to
have been surrendered for conversion for the purpose of the transfer to such
person or transferee of the shares of such Common Stock issuable upon
conversion, and (C) the appropriate entries shall be made on the books of the
Corporation to reflect such action.
<PAGE>   17
                                     - 17 -
 
 
         5.4. Dividends. Upon any conversion of shares of Class A Stock into
shares of Common Stock pursuant to the provisions of this Section 5, any
dividend, for which the record date shall be subsequent to such conversion or
exchange, which may have been declared on the shares of Class A Stock so
converted shall be deemed to have been declared, and shall be payable, with
respect to the shares of Common Stock into or for which such shares of Class A
Stock shall have been so converted, and any such dividend which shall have been
declared on such shares payable in shares of Class A Stock shall be deemed to
have been declared, and shall be payable, in shares of Common Stock.
 
         5.5. Prohibition against Reissue. The Corporation shall not reissue or
resell any shares of Class A Stock which shall have been converted into shares
of Common Stock pursuant to or as permitted by the provisions of this Section 5,
or any shares of Class A Stock which shall have been acquired by the Corporation
in any other manner. The Corporation shall, from time to time, take such
appropriate action as may be necessary to retire such shares and to reduce the
authorized amounts of Class A Stock accordingly.
 
         5.6. Reservation of Common Stock. The Corporation shall at all times
reserve and keep available, out of its authorized but unissued Common Stock,
such number of shares of Common Stock as would become issuable upon the
conversation or exchange or all shares of Class A Stock then outstanding.
 
         5.7. Violations of Subsections 5.1 and 5.2. In the event that the Board
of Directors of the Corporation (or any committee of
<PAGE>   18
                                     - 18 -
 
 
the Board of Directors, or any officer of the Corporation, designated for the
purpose by the Board of Directors) shall determine, upon the basis of facts not
disclosed in any affidavit or other document accompanying the certificate for
shares of Class A Stock when presented for transfer, that such shares of Class A
Stock have been registered in violation of the provisions of subsections 5.1 or
5.2 or shall determine that a person is enjoying for his own benefit the special
rights and powers of shares of Class A Stock in violation of such provisions,
then the Corporation shall take such action at law or in equity as is
appropriate under the circumstances. An unforeclosed pledge made to secure a
bona fide obligation shall not be deemed to violate such provisions.
 
         5.8. Investigation of Facts. In connection with any transfer or
conversion of any stock of the Corporation pursuant to or as permitted by the
provisions of this Section 5, or in connection with the making of any
determination referred to in subsection 5.7,
 
         (i) the Corporation shall be under no obligation to make any
     investigation of facts unless an officer, employee or agent of the
     Corporation responsible for making such exchange or determination or
     issuing Common Stock, pursuant to such conversion, has substantial reason
     to believe, or unless the Board of Directors (or a committee of the Board
     of Directors designated for the purpose) determines that there is
     substantial reason to believe, that any affidavit or other document is
     incomplete or incorrect in an material respect or that an investigation
     would disclose facts upon which any determination referred to in subsection
     5.7 should be made, in either of which events the Corporation shall make or
     cause to be made such investigation as it may deem necessary or desirable
     in the circumstances and have a reasonable time to complete such
     investigation; and
<PAGE>   19
                                     - 19 -
 
 
         (ii) neither the Corporation nor any director, officer, employee or
     agent of the Corporation shall be liable in any manner for any action taken
     or omitted in good faith.
 
         5.9. Definitions; Verification of Affidavits. For the purposes of this
Section 5, each reference to a "person" shall be deemed to include not only a
natural person, but also a corporation, partnership, association, unincorporated
organization or legal entity of any kind; each reference to a "natural person"
(or to a "record holder" of shares, if a natural person) shall be deemed to
include in his representative capacity a guardian, committee, executor,
administrator or other legal representative of such natural person or record
holder. The plural or any term shall be deemed to include the singular and the
singular shall be deemed to include the plural. Each affidavit or a record
holder furnished pursuant to subsection 5.2 shall be verified as of a date not
earlier than five days prior to the date of delivery thereof, and, where such
record holder is a corporation or partnership, shall be verified by an officer
of the corporation or by a general partner of the partnership, as the case may
be.
 
         FIFTH: The amount of stated capital of the Corporation at the time of
the filing of these Amended Articles of Incorporation was One Million Two
Hundred Fifth Thousand Dollars ($1,250,000), and after giving effect to the
reclassification hereinabove provided for such stated capital shall be reduced
to Seven Hundred Eighty-seven Thousand Five Hundred Dollars ($787,500).
 
         SIXTH: Every certificate for shares of Class A Stock shall bear a
legend on the face thereof reading as follows:
<PAGE>   20
                                     - 20 -
 
 
              "The shares of Class A Stock represented by this
         certificate may not be transferred to any person who does not
         meet the qualifications set forth in clause (i), (ii), (iii),
         (iv) or (v) of subsection 5.2 of Article FOURTH of the
         Amended Articles of Incorporation of this Corporation (said
         Article FOURTH being set forth in full on the reverse hereof)
         and no person who does not meet the qualifications prescribed
         by subsection 5.1 of said Article FOURTH is entitled to own
         or to be registered as the record holder of such shares of
         Class A Stock, but the record holder of this certificate may
         at any time convert such shares of Class A Stock into the
         same number of shares of Common Stock for the purpose of
         effecting the ale or other disposition of such shares of
         Common Stock to any person or for any other purpose. Each
         holder of this certificate, by accepting the same, accepts
         and agrees to all of the foregoing."
 
         SEVENTH: These Amended Articles of Incorporation supersede and take the
place of the heretofore existing Articles of Incorporation and any and all
amendments thereto.
 
         IN WITNESS WHEREOF, the said MILFERD A. SPAYD, President, and LEONARD
J. ERTLE, Secretary, of The Standard Register Company, acting for and on behalf
of said Corporation, have hereunto subscribed their names and caused the seal of
said Corporation to be hereunto affixed this 29th day of October, 1956.
 
 
 
                                                     /s/Milferd A. Spayd
                                             -----------------------------------
                                                          President
                                            
  [ S E A L ]                               
                                            
                                                     /s/Leonard J. Ertle
                                             -----------------------------------
                                                          Secretary
<PAGE>   21
                            CERTIFICATE OF AMENDMENT
                                     TO THE
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                          THE STANDARD REGISTER COMPANY
 
                       ----------------------------------
 
 
 
              MILFERD A. SPAYD, President, and JOSEPH W. HATFIELD, Assistant
Secretary of THE STANDARD REGISTER COMPANY, an Ohio corporation, with its
principal office located at Dayton, Montgomery County, Ohio, do hereby certify
that at the Annual Meeting of the Shareholders of said corporation duly called
for such purpose and held on the 18th day of April 1962, at 11:00 A.M. E.S.T.,
at said principal office, at which meeting a quorum of said Shareholders was
present in person or by proxy, and by the affirmative vote of the holders of
shares entitling them to exercise more than two-thirds (2/3rds) of the voting
power of the corporation, and, in addition, by the affirmative vote of the
holders of more than seventy-five percent (75%) of the outstanding shares of
Common Stock of the corporation entitling them to exercise more than
seventy-five percent (75%) of the voting power of said Common Stock voting
separately as a class, and the affirmative vote of the holders of more than
seventy-five percent (75%) of the outstanding shares of Class A Stock of the
corporation entitling them to exercise more than seventy-five percent (75%) of
the voting power of said Class A Stock voting separately as a class (Common
Stock and Class A Stock being the only two classes of stock of the corporation),
the following Resolutions were adopted to amend the Amended Articles of
Incorporation (now in effect):
<PAGE>   22
              WHEREAS, the Corporation presently has issued and outstanding
        868,600 shares of Common Stock of the par value of $1 each and has
        unissued and outstanding 196,875 shares of Class A Stock of the par
        value of $1 each; and
 
              WHEREAS, the Corporation presently has unissued 1,631,400 shares
        of Common Stock of the par value of $1 each and has unissued 53,125
        shares of Class A Stock of the par value of $1 each; and
 
              WHEREAS, the present stated capital of the Corporation is
        $1,065,475, and it is desired to effect a stock split on a two-for-one
        basis of all issued and outstanding and all unissued shares of each
        class of stock without resulting in a change in the said stated capital
        of the Corporation;
 
              NOW, THEREFORE, BE IT RESOLVED that the said 868,600 issued and
        outstanding shares of Common Stock with a par value of $1 each, be and
        the same hereby are changed into 1,737,200 issued and outstanding shares
        of Common Stock with a par value of $.50 each, and that said 1,631,400
        unissued shares of Common Stock with a par value of $1 each, be and the
        same hereby are changed into 3,262,800 unissued shares of Common Stock
        with a par value of $.50 each, and that said 196,875 issued and
        outstanding shares of Class A Stock with a par value of $1 each, be and
        the same hereby are changed into 393,750 shares of issued and
        outstanding Class A Stock with the par value of $.50 each, and that said
        53,125 unissued shares of Class A Stock with a par value of $1 each, be
        and the same hereby are changed into 106,250 unissued shares of Class A
        Stock with a par value of $.50 each, and that the stated capital of the
        Corporation in the amount of $1,065,475 shall remain the same.
 
              BE IT FURTHER RESOLVED, that in order to effect the foregoing
        changes in the shares of the Corporation, the first two paragraphs of
        Article FOURTH of the Amended Articles of Incorporation (now in effect),
        reading as follows:
 
                        FOURTH: The maximum number of shares of all classes of
              stock which the Corporation is authorized to have outstanding is
              2,750,000 shares of the par value of $1 each, of which 2,500,000
              shares shall be known and designated as Common Stock and 250,000
              shall be known and designated as Class A Stock.
<PAGE>   23
                        The 12,500 issued and outstanding shares of the
              heretofore authorized capital stock of the Corporation without
              nominal or par value are hereby changed and reclassified into
              600,000 full paid and nonassessable shares of Common Stock and
              187,500 full paid and nonassessable shares of Class A Stock, on
              the following basis: Each of the issued and outstanding shares of
              the heretofore authorized capital stock of the Corporation without
              nominal or par value is reclassified and changed into 48 shares of
              the Common Stock and 15 shares of the Class A Stock.
 
        be, and they hereby are, amended so that, as amended, said paragraphs
        shall read as follows:
 
                        FOURTH: The maximum number of shares of all classes of
              stock which the Corporation is authorized to have outstanding is
              5,500,000 shares of the par value of $.50 each, of which 5,000,000
              shares shall be known and designated as Common Stock, and 500,000
              shares shall be known and designated as Class A Stock.
 
                        Each issued and outstanding share of Common Stock of the
              par value of $1 is hereby changed into two issued and outstanding
              shares of Common Stock of the par value of $.50 each. Each
              unissued share of Common Stock of the par value of $1 is hereby
              changed into two unissued shares of Common Stock of the par value
              of $.50 each. Each issued and outstanding share of Class A Stock
              of the par value of $1 is hereby changed into two issued and
              outstanding shares of Class A Stock of the par value of $.50 each.
              Each unissued share of Class A Stock of the par value of $1 is
              hereby changed into two unissued shares of Class A Stock of the
              par value of $.50 each.
 
              BE IT FURTHER RESOLVED, that Article FIFTH of the Amended Articles
        of Incorporation (now in effect), be and it hereby is amended so that,
        as amended, it shall read as follows:
 
                        FIFTH: Upon the filing of this Amendment and after
              giving effect to the changes in shares of Common Stock and Class A
              Stock as above provided for in Article FOURTH of the Amended
              Articles of Incorporation, the stated capital of the Corporation
              shall be $1,065,475, which is the same as it existed immediately
              preceding filing of this Amendment.
<PAGE>   24
              IN WITNESS WHEREOF, the said MILFERD A. SPAYD, President, and
JOSEPH W. HATFIELD, Assistant Secretary, of THE STANDARD REGISTER COMPANY,
acting for and on behalf of the said corporation, have hereunto subscribed their
names and caused the seal of said corporation to be hereunto affixed, this 24th
day of April, 1962.
 
 
 
                                        By  /s/ Milferd A. Spayd
                                            --------------------
                                                Milferd A. Spayd,
                                                President
 
 
 
                                        By  /s/Joseph W. Hatfield
                                            ---------------------
                                               Joseph W. Hatfield
                                               Assistant Secretary
 
 
                                                       of
 
 
                                        THE STANDARD REGISTER COMPANY
<PAGE>   25
                            CERTIFICATE OF AMENDMENT
                                       OF
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                          THE STANDARD REGISTER COMPANY
 
                       -----------------------------------
 
 
 
              DONALD F. WHITEHEAD, President, and JOSEPH W. HATFIELD, Vice
President - Secretary, of THE STANDARD REGISTER COMPANY, an Ohio corporation,
with its principal office located at Dayton, Montgomery County, Ohio, do hereby
certify that at the Annual Meeting of the Shareholders of said corporation duly
called for such purpose and held on the 15th day of April, 1970, at 11:00 A.M.
E.S.T., at said principal office, at which meeting a quorum of said shareholders
was present, in person or by proxy, and by the affirmative vote of the holders
of shares entitling them to exercise a majority of the voting power of the
corporation and, in addition, by the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock and Class A Stock each voting
separately as a class (Common Stock and Class A Stock being the only two classes
of stock of the corporation), the following resolutions were adopted to amend
the Amended Articles of Incorporation:
 
        RESOLVED, that the Amended Articles of Incorporation (now in effect) be,
        and they hereby are, amended, so that as amended Section 1.4 of
        Paragraph FOURTH of the Amended Articles of Incorporation shall read as
        follows:
 
                        "1.4.   SPECIAL VOTING REQUIREMENTS.
              Except as otherwise required by law, the Corporation may take any
              of the following actions with, and only with, (1) the affirmative
              vote of the holders of shares entitling them to exercise
              two-thirds of the voting power of the Corporation, and (2) if any
              such actions would adversely affect
<PAGE>   26
              the rights and privileges of the holders of shares of a particular
              class, the affirmative vote of the holders of two-thirds of the
              outstanding shares of such class:
 
                        (i)     amend these Articles; or
 
                        (ii)    merge or consolidate with or into any other
                                corporation to merge or consolidate with or into
                                it; or
 
                        (iii)   sell, lease or exchange all or substantially all
                                of its property and assets; or
 
                        (iv)    transfer any assets to another corporation and
                                in connection therewith distribute stock or
                                other securities of such other corporation to
                                the holders of stock or other securities of this
                                Corporation; or
 
                        (v)     voluntarily dissolve or liquidate.
 
              Furthermore the Corporation may take any other action as to which
              the laws of the State of Ohio require a class vote of any
              particular class of stock of the Corporation with, and only with,
              (1) the affirmative vote of the holders of shares entitling them
              to exercise two-thirds of the voting power of the Corporation and
              (2) the affirmative vote of the holders of two-thirds of the
              outstanding shares of such class.
 
                        Notwithstanding the foregoing, the Corporation shall
              not, except with the affirmative vote of the holders of 75% of the
              outstanding shares of Common Stock, voting separately as a class:
 
                        (1)     authorize or issue any additional shares of
                                Class A Stock or any other voting securities
                                except (a) Common Stock and/or (b) preferred
                                stock which has only such voting rights as may
                                arise when dividends are in arrears and/or such
                                voting rights as a mandatory statute may
                                provide; or
<PAGE>   27
                        (2)     amend these Articles so as to reduce the
                                percentage of the outstanding shares of Common
                                Stock specified in this sentence."
 
        RESOLVED FURTHER, that said Section 1.4 of Paragraph FOURTH, as above
        set forth, shall be substituted for Section 1.4 of Paragraph FOURTH of
        said Amended Articles of Incorporation in effect immediately prior to
        this amendment which read as follows:
 
                        "1.4.   SPECIAL VOTING REQUIREMENTS.
              Except as otherwise required by law, the Corporation may take any
              of the following actions with, and only with, (1) the affirmative
              vote of the holders of shares entitling them to exercise a
              majority of the voting power of the Corporation, and (2) if any
              such actions would adversely affect the rights and privileges of
              the holders of shares of a particular class, the affirmative vote
              of the holders of a majority of the outstanding shares of such
              class:
 
                        (i)     amend these Articles; or
 
                        (ii)    merge or consolidate with or into any other
                                corporation or permit any other corporation to
                                merge or consolidate with or into it; or
 
                        (iii)   sell, lease or exchange all or substantially all
                                of its property and assets; or
 
                        (iv)    transfer any assets to another corporation and
                                in connection therewith distribute stock or
                                other securities of such other corporation to
                                the holders of stock or other securities of this
                                Corporation; or
 
                        (v)     voluntarily dissolve or liquidate.
 
              Furthermore the Corporation may take any other action as to which
              the laws of the State of Ohio require a class vote of any
              particular class of stock of the Corporation with, and only with,
              (1) the affirmative vote of the holders of shares entitling them
              to exercise a majority of the voting power of the Corporation and
              (2) the affirmative vote of the holders of a majority of the
              outstanding shares of such class.
<PAGE>   28
                        Notwithstanding the foregoing, the Corporation shall
              not, except with the affirmative vote of the holders of 75% of the
              outstanding shares of Common Stock, voting separately as a class:
 
                        (1)     authorize or issue any additional shares of
                                Class A Stock or any other voting securities
                                except (a) Common Stock and/or (b) preferred
                                stock which has only such voting rights as may
                                arise when dividends are in arrears and/or such
                                voting rights as a mandatory statute may
                                provide; or
 
                        (2)     amend these Articles so as to reduce the
                                percentage of the outstanding shares of Common
                                Stock specified in this sentence."
 
              IN WITNESS WHEREOF, the said DONALD F. WHITEHEAD, President, and
JOSEPH W. HATFIELD, Vice President - Secretary, of THE STANDARD REGISTER
COMPANY, acting for and on behalf of the said corporation, have hereunto
subscribed their names and caused the seal of said corporation to be hereunto
affixed, this 27th day of April, 1970.
 
 
 
                                            /s/Donald F. Whitehead
                                        ------------------------------
                                        Donald F. Whitehead, President
 
 
 
                                            /s/Joseph W. Hatfield
                                        ------------------------------
                                        Joseph W. Hatfield,
                                        Vice President - Secretary
 
 
                                                      of
 
 
                                        THE STANDARD REGISTER COMPANY
<PAGE>   29
                             CERTIFICATE OF ADOPTION
                        BY THE SHAREHOLDERS TO AMENDMENTS
                   TO THE AMENDED ARTICLES OF INCORPORATION OF
                          THE STANDARD REGISTER COMPANY
 
        Roy N. Linton, who is the President and Chief Executive Officer, and
Otto F. Stock, who is the Secretary of The Standard Register Company, an Ohio
Corporation for profit (sometimes hereinafter referred to as the "Corporation"),
with its principal place of business located at 626 Albany Street, Dayton, Ohio
45401, do hereby certify that at the Annual Meeting of Shareholders of The
Standard Register Company which was duly called and held on Wednesday, April 20,
1983, at Dayton, Ohio, at which meeting a quorum of each class of shareholders
was present in person or by proxy, the following resolutions were adopted by the
affirmative vote of the holders of shares entitled under the Amended Articles of
Incorporation to exercise two-thirds of the voting power of The Standard
Register Company on each of the following resolutions (and also by the
affirmative vote of seventy-five percent (75%) of the outstanding Common Stock
voting separately as a class as to the resolution to increase the authorized
shares of stock from 5,500,000 to 14,500,000):
 
              RESOLVED, that the first two paragraphs of Article Fourth of the
Amended Articles of Incorporation of The Standard Register Company which
provided as follows:
<PAGE>   30
                        FOURTH: The maximum number of shares of all classes of
              stock which the Corporation is authorized to have outstanding is
              5,500,000 shares of the par value of $.50 each, of which 5,000,000
              shares shall be known and designated as Common Stock, and 500,000
              shares shall be known and designated as Class A Stock.
 
                        Each issued and outstanding share of Common Stock of the
              par value of $1 is hereby changed into two issued and outstanding
              shares of Common Stock of the par value of $.50 each. Each
              unissued share of Common Stock of the par value of $1 is hereby
              changed into two unissued shares of Common Stock of the par value
              of $.50 each. Each issued and outstanding share of Class A Stock
              of the par value of $1 is hereby changed into two issued and
              outstanding shares of Class A Stock of the par value of $.50 each.
              Each unissued share of Class A Stock of the par value of $1 is
              hereby changed into two unissued shares of Class A Stock of the
              par value of $.50 each.
 
be deleted and that the following two paragraphs be substituted for the present
two paragraphs of Article Fourth of the Amended Articles of Incorporation:
 
                        FOURTH: The maximum number of shares of all classes of
              stock which the Corporation is authorized to have outstanding is
              14,500,000 shares with no par value, of which 12,000,000 shares
              shall be known and designated as Common Stock and 2,500,000 shares
              shall be known and designated as Class A Stock.
 
                        Each issued and outstanding share of Common Stock of the
              par value of $.50 each is hereby changed into three shares of
              Common Stock with no par value, and each issued and outstanding
              shares of Class A Stock of the par value of $.50 each is hereby
              changed into three shares of Class A Stock with no par value.
 
              RESOLVED FURTHER, that the following new Section 6 be added to
Article Fourth of the Amended Articles of Incorporation of The Standard Register
Company:
<PAGE>   31
                                    Section 6
                       Authorizing Corporation to Purchase
                           Its Own Stock of Any Class
 
                        6. Purchase of Stock of Any Class. The Corporation by
                        action of its Board of Directors may, at any time and
                        from time to time, purchase shares of stock of any class
                        issued by it, to the extent not otherwise prohibited by
                        law or these Articles.
 
 
              RESOLVED FURTHER, that Article Fifth of the Amended Articles of 
Incorporation of The Standard Register Company which provided as follows:
 
 
                              FIFTH: Upon the filing of this Amendment and after
                        giving effect to the changes in shares of Common Stock
                        and Class A Stock as above provided for the Article
                        FOURTH of the Amended Articles of Incorporation, the
                        stated capital of the Corporation shall be $1,065,475,
                        preceding filing of this Amendment.
 
be deleted in its entirety and that the following be substituted as Article
Fifth of the Amended Articles of Incorporation of The Standard Register Company:
 
 
                              FIFTH: The amount of stated capital of the
                        Corporation shall be $1.00 per share for each share of
                        stock issued at any time.
 
 
              IN WITNESS WHEREOF, Roy N. Linton, as President and Chief
Executive Officer, and Otto F. Stock, as Secretary, acting for and on behalf of
The Standard Register Company have hereunto subscribed their names and caused
the seal of The Standard Register Company to be hereunto affixed this 29th day
of April, 1983.
<PAGE>   32
                                       THE STANDARD REGISTER COMPANY,
                                       an Ohio Corporation
 
 
                                       By     /s/Roy N. Linton
                                           -----------------------
                                           Roy N. Linton,
                                           President and
                                           Chief Executive Officer
                                          
                                          
                                       By     /s/Otto F. Stock
                                           -----------------------
                                           Otto F. Stock,
                                           Secretary
<PAGE>   33
                             CERTIFICATE OF ADOPTION
                       BY THE SHAREHOLDERS OF AN AMENDMENT
                   TO THE AMENDED ARTICLES OF INCORPORATION OF
                          THE STANDARD REGISTER COMPANY
 
 
 
              Paul H. Granzow, who is the Chairman of the Board of Directors,
and Otto F. Stock, who is the Secretary of The Standard Register Company, an
Ohio Corporation for profit (sometimes hereinafter referred to as the
"Corporation"), with its principal place of business located at 626 Albany
Street, Dayton, Ohio 45401, do hereby certify that at the Annual Meeting of
Shareholders of The Standard Register Company which was duly called and held on
Wednesday, April 17, 1985, at Dayton, Ohio, at which meeting a quorum of
shareholders was present in person or by proxy, the following resolution was
adopted by the affirmative vote of the holders of shares entitling them under
the Amended Articles of Incorporation to exercise two-thirds of the voting power
of the Corporation and also by the affirmative vote of the holders of
seventy-five percent (75%) of the outstanding shares of Common Stock voting
separately as a class:
 
              RESOLVED, that the first two paragraphs of Article Fourth of the
Amended Articles of Incorporation of The Standard Register Company which
provides as follows:
 
              FOURTH: The maximum number of shares of all classes of stock which
              the Corporation is authorized to have outstanding is 14,500,000
              shares with no par value, of which 12,000,000 shall be known and
              designated as Common Stock and 2,500,000 shall be known and
              designated as Class A Stock.
<PAGE>   34
              Each issued and outstanding share of Common Stock of the par value
              of $.50 each is hereby changed into three shares of Common Stock
              with no par value, and each issued and outstanding share of Class
              A Stock of the par value of $.50 each is hereby changed into three
              shares of Class A Stock with no par value.
 
 
be deleted and that the following two paragraphs be substituted for the present
first two paragraphs of Article Fourth of the Amended Articles of Incorporation:
 
              FOURTH: the maximum number of shares of stock which the
              Corporation is authorized to have outstanding is 17,500,000 shares
              with no par value, of which 15,000,000 shares shall be known and
              designated as Common Stock and 2,500,000 shares shall be known and
              designated as Class A Stock.
 
              Each issued and outstanding share of Common Stock with no par
              value is hereby changed into two shares of Common Stock with no
              par value and each issued and outstanding share of Class A Stock
              with no par value is hereby changed into two shares of Class A
              Stock with no par value.
 
 
              IN WITNESS WHEREOF, Paul H. Granzow, as Chairman of the Board of
Directors, and Otto F. Stock, as Secretary, acting for and on behalf of The
Standard Register Company have hereunto subscribed their names and caused the
seal of The Standard Register Company to be hereunto affixed this 24th day of
April, 1985.
 
 
                                        THE STANDARD REGISTER COMPANY,
                                        an Ohio Corporation
 
 
                                        By    /s/Paul H. Granzow
                                           -----------------------
                                           Paul H. Granzow
                                           Chairman of the Board
                                           of Directors
 
 
                                        By    /s/Otto F. Stock
                                           -----------------------
                                           Otto F. Stock,
                                           Secretary
<PAGE>   35
                             CERTIFICATE OF ADOPTION
                        BY THE SHAREHOLDERS TO AMENDMENTS
                   TO THE AMENDED ARTICLES OF INCORPORATION OF
                          THE STANDARD REGISTER COMPANY
 
 
        John K. Darragh, who is the President and Chief Executive Officer, and
Otto F. Stock, who is the Secretary of The Standard Register Company, an Ohio
corporation for profit (sometimes hereinafter referred to as the "Corporation"),
with its principal place of business located at 600 Albany Street, Dayton, Ohio
45401-1167, do hereby certify that at the Annual Meeting of Shareholders of The
Standard Register Company which was duly called and held on Wednesday, April 15,
1987, at Dayton, Ohio, at which meeting a quorum of each class of shareholders
was present in person or by proxy, the following resolutions were adopted by the
affirmative vote of the holders of shares entitled under the Amended Articles of
Incorporation to exercise two-thirds of the voting power of The Standard
Register Company on each of the following resolutions and also by the
affirmative vote of seventy-five percent (75%) of the outstanding Common Stock
voting separately as a class:
 
 
        RESOLVED, that the first two paragraphs of Article Fourth of the Amended
Articles of Incorporation of The Standard Register Company which provides as
follows:
 
 
                        FOURTH: The maximum number of shares of all classes of
              stock which the Corporation is authorized to have outstanding is
              17,500,000 shares with no par value, of which 15,000,000 shall be
              known and designated as Common Stock and 2,500,000 shall be known
              and designated as Class A Stock.
<PAGE>   36
                        Each issued and outstanding share of Common Stock with
              no par value each is hereby changed into two shares of Common
              Stock with no par value, and each issued and outstanding share of
              Class A Stock with no par value is hereby changed into two shares
              of Class A Stock with no par value.
 
be deleted and that the following two paragraphs be substituted for the present
two paragraphs of Article Fourth of the Amended Articles of Incorporation:
 
 
                        FOURTH: The maximum number of shares of stock which the
              Corporation is authorized to have outstanding is 35,225,000
              shares, of which 30,500,000 shares shall be known and designated
              as Common Stock and 4,725,000 shares shall be known and designated
              as Class A Stock. Each share of Common Stock and Class A Stock
              shall have a par value of $1.00.
 
                        Each issued and outstanding share of Common Stock with
              no par value is hereby changed into two shares of Common Stock
              with a par value of $1.00 each, and each issued and outstanding
              share of Class A Stock with no par value is hereby changed into
              two shares of Class A Stock with a par value of $1.00 each. 
 
              IN WITNESS WHEREOF, John K. Darragh, as President and Chief
Executive Officer, and Otto F. Stock, as Secretary, acting for and on behalf of
The Standard Register Company have hereunto subscribed their names and caused
the seal of The Standard Register Company to be hereunto affixed this 29th day
of April, 1987.
 
 
                                       THE STANDARD REGISTER COMPANY
                                       an Ohio corporation
 
                                       By    /s/John K. Darragh
                                          ---------------------------
                                          John K. Darragh, President
                                          and Chief Executive Officer
 
                                       By    /s/Otto F. Stock
                                          ---------------------------
                                          Otto F. Stock, Secretary
<PAGE>   37
                  CERTIFICATE OF AMENDMENT BY THE SHAREHOLDERS
                   TO THE AMENDED ARTICLES OF INCORPORATION OF
                          THE STANDARD REGISTER COMPANY
 
 
 
        Peter S. Redding, who is the President and Chief Executive Officer, and
Rebecca A. Kagan, who is the Secretary of The Standard Register Company, an Ohio
corporation for profit (sometimes hereinafter referred to as the "Corporation"),
with its principal place of business located at 600 Albany Street, Dayton, Ohio
45401-1167, do hereby certify that at the Annual Meeting of Shareholders of The
Standard Register Company which was duly called and held on Wednesday, April 19,
1995, at Dayton, Ohio, at which meeting a quorum of each class of shareholders
was present in person or by proxy, the following resolution was adopted by the
affirmative vote of the holders of shares entitled under the Amended Articles of
Incorporation to exercise two-thirds of the voting power of The Standard
Register Company:
 
 
        RESOLVED, that the first two paragraphs of Article Fourth of the Amended
Articles of Incorporation of The Standard Register Company which presently
provides as follows:
 
                        FOURTH: The maximum number of shares of all classes of
              stock which the Corporation is authorized to have outstanding is
              35,225,000 shares, of which 30,500,000 shares shall be known and
              designated as Common Stock and 4,725,000 shares shall be known and
              designated as Class A Stock. Each share of Common Stock and Class
              A Stock shall have a par value of $1.00.
 
                        Each issued and outstanding share of Common Stock with
              no par value is hereby changed into two shares of Common Stock
              with a par value of $1.00 each, and each issued and outstanding
              share of
<PAGE>   38
              Class A Stock with no par value is hereby changed into two shares
              of Class A Stock with a par value of $1.00 each.
 
be deleted and that the following paragraph be substituted for the first two
paragraphs of Article Fourth of the Amended Articles of Incorporation:
 
                        FOURTH: The maximum number of shares of stock which the
              Corporation is authorized to have outstanding is 55,225,000
              shares, of which 50,500,000 shares shall be known and designated
              as Common Stock and 4,725,000 shares shall be known and designated
              as Class A Stock. Each share of Common Stock and Class A Stock
              shall have a par value of $1.00.
 
 
        IN WITNESS WHEREOF, Peter S. Redding, as President and Chief Executive
Officer, and Rebecca A. Kagan, as Secretary, acting for and on behalf of The
Standard Register Company have hereunto subscribed their names and caused the
seal of The Standard Register Company to be hereunto affixed this 15th day of
May 1995.
 
 
                                        THE STANDARD REGISTER COMPANY
                                        an Ohio corporation
                                        
 
 
                                        By       /s/Peter S. Redding
                                            ---------------------------
                                            Peter S. Redding
                                            Chief Executive Officer
                                        
 
 
                                        By       /s/Rebecca A. Kagan
                                            ---------------------------
                                            Rebecca A. Kagan
                                            Secretary

 

 

 

 

 

 

 

 

 

                  CERTIFICATE OF AMENDMENT BY THE SHAREHOLDERS

                  TO THE AMENDED ARTICLES OF INCORPORATION OF

                         THE STANDARD REGISTER COMPANY

 

        Peter  S. Redding, who is  the President and  Chief Executive Officer,

and Rebecca A. Kagan, who  is the Secretary of  The Standard Register Company,

an Ohio corporation for profit (sometimes hereinafter referred to as  the

"Corporation"), with its principal place of business  located at 600 Albany

Street, Dayton, Ohio   45401-1167, do hereby certify that at  the Annual

Meeting of Shareholders of The Standard Register  Company which was  duly

called and held  on Wednesday, April 19,  1995, at Dayton,  Ohio, at which

meeting  a quorum of  each class of  shareholders was present in person or by

proxy, the following resolution was adopted by the  affirmative vote of the

holders of shares entitled under the Amended Articles of Incorporation to

exercise two-thirds of the voting power of The Standard Register Company:

 

        RESOLVED, that the first two  paragraphs of Article Fourth of the

Amended Articles of Incorporation of  The Standard Register  Company which

presently provides as follows:

 

            FOURTH:  The maximum number of shares of all classes of stock which

    the Corporation is  authorized to have outstanding is 35,225,000 shares, of

    which 30,500,000 shares shall  be known and  designated as Common  Stock

    and 4,725,000  shares shall be  known and  designated as Class A Stock.

    Each share of Common Stock and Class A Stock shall have a par value of

    $1.00.

 

    Each issued and outstanding  share of Common Stock with no par  value is

    hereby changed  into two shares of Common Stock with  a par value of $1.00

    each,  and each issued and outstanding  share of Class A  Stock with no

    par value is hereby  changed into two shares of  Class A Stock with a par

    value of $1.00 each.

 

be deleted  and  that the  following paragraph  be  substituted for  the first

two paragraphs  of Article  Fourth  of the  Amended Articles  of Incorporation:

 

            FOURTH:   The maximum number of  shares of stock which  the

    Corporation is authorized  to have outstanding is  55,225,000 shares, of

    which 50,500,000 shares shall be known  and designated as Common Stock and

    4,725,000 shares  shall be known and designated  as Class A Stock.  Each

    share of  Common Stock and Class A Stock shall have a par value of $1.00.

 

    IN WITNESS  WHEREOF, Peter  S. Redding,  as President and  Chief Executive

Officer, and Rebecca  A. Kagan, as  Secretary, acting for  and on behalf of

The Standard Register  Company have  hereunto subscribed  their names  and

caused the  seal of The  Standard Register  Company to  be hereunto affixed

this 15th day of May 1995.

 

                                           THE STANDARD REGISTER COMPANY,

                                           an Ohio corporation

 

                                           By:  /S/ Peter S. Redding

                                               ----------------------------

                                               Peter S. Redding

                                               Chief Executive Officer

             

                                           By:  /S/ Rebecca A. Kagan    

                                                ---------------------------

                                                Rebecca A. Kagan

                                                Secretary

 

[As Filed: 03-22-1996]