Fill and Sign the Agreement and Plan of Merger Dated September Secgov Form

PROPOSAL 3. Approve an Agreement of Merger Merging The Rein Company into the CompanyThe Board of Directors recommends that the shareholders approve an Agreement of Merger in which The Rein Company shall be merged into the Company (the "Merger Agreement"). A copy of the proposed Merger Agreement is attached to this Proxy Statement as Appendix A. The Company acquired all of the outstanding shares of stock of The Rein Company, a Texas corporation, on January 3, 1983 and has operated The Rein Company as a wholly-owned subsid- iary of the Company since January 3, 1983. The Rein Company is a manufacturer of business forms with its primary markets located in the southern and southwestern United States. The Rein Company has two manufacturing facilities with approximately 142 employees. The Board of Directors believes that the merger will reduce costs and effect marketing and produc tion efficiencies. In order to approve the merger of The Rein Company into the Company, the Board of Directors recommends that the shareholders approve the following resolutions: RESOLVED, that The Rein Company, a Texas corporation, and a wholly-owned subsidiary of The Standard Register Company, be merged into The Standard Register Company effective on May 1, 1988; RESOLVED FURTHER, that the Merger Agreement which is attached to the Proxy Stat ement as Appendix A be and is hereby adopted by The Standard Register Company, and RESOLVED FURTHER, that the President or any Vice President and the Secretary of The Standard Register Company be and they are hereby authorized to do all acts necessa ry on behalf of The Standard Register Company to accomplish the merger of The Rein Company int o The Standard Register Company. Unless otherwise indicated in the proxy, the Board of Directors intends that all shares of stoc k represented by the accompanying proxy will be voted in favor of the foregoing resolutions to approve the merger of The Rein Company into the Company. In order to merge The Rein Company into the Company, these resolutions must be approved by the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the Company. APPENDIX A AGREEMENT OF MERGER MERGING THE REIN COMPANY INTO THE STANDARD REGISTER COMPANY FIRST. The Standard Register Company, a corporation organized and existing under the laws of the State of Ohio and owning one hundred percent (100%) of the outstanding shares of stock of The Rein Company, a corporation organized and existing under the laws of the State of T exas (the "Subsidiary Corporation”), and the Subsidiary Corporation hereby agree that the Subsidiary Corporation shall be and hereby is merged into The Standard Register Company (the "Parent Corporation"). The terms and conditions of this merger and the mode of carrying same into effect are set forth in this Agreement of Merger. SECOND: The Parent Corporation shall survive the merger herein contemplated, shall continue its corporate name and shall continue to be governed by the laws of the State of Ohio, but the separate corporate existence of the Subsidiary Corporation shall cease forthwith upon the effective date of this merger. THIRD: The parties to this Agreement of Merger are The Standard Register Company, a corporation organized on the 11th day of May, 1912 under the General Corporation Laws of the State of Ohio, and The Rein Company, a corporation organized on the 23rd day of October, 1975 and existing under the laws of the State of Texas. FOURTH: The designation and number of outstanding shares of each class of the Subsidiary Corporation and the number of shares of each such class owned by the Surviving Corporation are as follows: Number of Name of Shares Subsidiary Class The Rein Company Common FIFTH: The mode of carrying this merger into effect shall be as follows: since all shams of the outstanding capital stock of the Subsidiary Corporation are presently owned by the Parent Corporation. no additional shams need be issued by the Parent Corporation to reflect the ownership interests of the stockholders after the effective date of this merger. The certificates representing the shams of stock of the Subsidiary Corporation shall be surrendered and cancelled on the effective date. The then outstanding shams of the Parent Corporation shall continue thereafter to constitute all of the outstanding stock in the Parent Corporation. SIXTH: The Parent Corporation hereby: (a) agrees that it may be served with process in the State of Texas in any proceeding for the enforcement of any obligation of the Subsidiary Corporation and in any proceeding for the enforcement of the rights of a dissenting shareholder of the Subsidiary Corporation against the Parent Corporation; (b) irrevocably appoints the Secretary of State of Texas as its agent to accept service of process in any such proceeding a nd that the post office address to which the Secretary of State may mail a copy of any process that may be served upon him is 600 Albany Street, Dayton. Ohio 45401-1167; and (c) agrees that it will promptly pay to the dissenting shareholders of the Subsidiary Corporation the amount, if any, to which they shall be entitled under the provisions of the Texas Business Corporation Act with respect to the rights of dissenting shareholders. SEVENTH: This Agreement of Merger was duly approved by the shareholders of the Parent Corporation at the Annual Shareholder's Meeting of the Parent Corporation held on April 20. 1988 and by action of the sole shareholder of the Subsidiary Corporation on April 20, 1988. This Agreement of Merger was adopted pursuant to Section 1701.78 of the Revised Code of Ohio as the act of the Parent Corporation and was duly adopted by the Subsidiary Corporation pursuant to Article 5.16 of the Texas Business Corporation Act. This merger is permitted by the la ws of the State of Ohio and the State of Texas. EIGHTH: This Agreement of Merger shall become effective on the later of (a) May 1, 1988, or (b) the date of filing of this Agreement of Merger, with appropriate certificate, with t he office of the Secretary of State of Ohio. IN WITNESS WHEREOF, The Standard Register Company, an Ohio corporation, and The Rein Company, a Texas corporation, have caused this Agreement of Merger to be executed by their duly authorized officers on this day of April. 1988. THE STANDARD REGISTER COMPANY, an Ohio corporation By ___________________________ John K. Darragh, President By___________________________ Otto F. Stock Secretary THE REIN COMPANY, a Texas corporation By ___________________________ John K. Darragh President By____________________________ Nicholas C. Hollenkemp Secretary Standard Register Company 3/25/88