<PAGE>

                                     BY-LAWS
                                       OF
                               EMPIRE PRESS, INC.

                                TABLE OF CONTENTS

Section

SHAREHOLDERS                                                                   1
------------
1.01           Place of Meetings                                               1
1.02           Regular Meetings                                                1
1.03           Special Meetings                                                1
1.04           Meetings Held Upon Shareholder Demand                           1
1.05           Adjournments                                                    2
1.06           Notice of Meetings                                              2
1.07           Waiver of Notice                                                2
1.08           Quorum; Acts of Shareholders                                    2
1.09           Voting Rights                                                   2
1.10           Proxies                                                         3
1.11           Action Without a Meeting                                        3

DIRECTORS                                                                      3
---------

2.01           Number; Qualifications                                          3
2.02           Term                                                            3
2.03           Vacancies                                                       3
2.04           Place of Meetings                                               4
2.05           Regular Meetings                                                4
2.06           Special Meetings                                                4
2.07           Waiver of Notice; Previously Scheduled Meetings                 4
2.08           Quorum; Acts of Board                                           4
2.09           Electronic Communications                                       5
2.10           Absent Directors                                                5
2.11           Action Without a Meeting                                        5
2.12           Committees                                                      5
2:13           Special Litigation Committee                                    6
2.14           Compensation                                                    6

OFFICERS                                                                       6
--------

3.01           Number and Designation                                          6
3.02           President                                                       6
3.03           Vice Presidents                                                 6
3.04           Secretary                                                       7
3.05           Treasurer                                                       7
3.06           Authority and Duties                                            7
3.07           Term                                                            7
3.08           Salaries                                                        8


                                     - i -


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INDEMNIFICATION                                                                8
---------------

4.01           Indemnification                                                 8
4.02           Insurance                                                       8




SHARES                                                                         8
------

5.01           Certificated Shares                                             8
5.02           Declaration of Dividends and Other Distributions                9
5.03           Transfer of Shares                                              9
5.04           Record Date                                                     9

MISCELLANEOUS                                                                  9
-------------

6.01           Execution of Instruments                                        9
6.02           Advances                                                        9
6.03           Corporate Seal                                                 10
6 04           Fiscal Year                                                    10
6.05           Amendments                                                     10



     This Table of Contents is not part of the By-laws of the  Corporation.  It
is intended merely to aid in the utilization of the By-laws.

                                      -ii-


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                                     BY-LAWS
                                       of
                               EMPIRE PRESS, INC.
                                  SHAREHOLDERS

     Section 1.01 Place of Meetings.  Each meeting of the shareholders  shall be
held at the principal executive office of the Corporation or at such other place
as may be  designated  by the Board of  Directors  or the  President;  provided,
however,  that any  meeting  called  by or at the  demand  of a  shareholder  or
shareholders shall be held in the county where the principal executive office of
the Corporation is located.

     Section 1.02 Regular  Meetings.  Annual meetings of the shareholders may be
held on an annual or other less  frequent  basis as  determined  by the Board of
Directors; provided, however, that if a regular meeting has not been held during
the immediately preceding 15 months, a shareholder or shareholders holding three
percent or more of the voting power of all shares  entitled to vote may demand a
regular  meeting of shareholders by written demand given to the President of the
Corporation.  At each regular  meeting the  shareholders  shall elect  qualified
successors  for directors  who serve for an indefinite  term or whose terms have
expired or are due to expire within six months after the date of the meeting and
may  transact  any other  business,  provided,  however,  that no business  with
respect to (which special  notice is required by law shall be transacted  unless
such notice shall have been given.


     Section 1.03 Special Meetings. A special meeting of the shareholders may be
called for any purpose or purposes at any time by the President; by the Board of
Directors;  or by one or more shareholders  holding not less than ten percent of
the voting power of all shares of the  Corporation  entitled to vote,  who shall
demand such  special  meeting by written  notice  given to the  President of the
Corporation specifying the purposes of such meeting.

     Section  1.04  Meetings  Held Upon  Shareholder  Demand.  Within 30 days of
receipt  of a demand  by the  President  from any  shareholder  or  shareholders
entitled  to call a  meeting  of the  shareholders,  it shall be the duty of the
Board of Directors of the  Corporation to cause a special or regular  meeting of
shareholders,  as the case may be, to be duly called and held on notice no later
than 90 days after  receipt of such demand.  If the Board of Directors  fails to
cause such a meeting  to be called and held as  required  by this  Section,  the
shareholder  or  shareholders  making the demand may call the  meeting by giving
notice as provided in Section 1.06 hereof at the expense of the Corporation.


<PAGE>


     Section 1.05 Adjournments. Any meeting of the shareholders may be adjourned
from time to time to  another  date,  time and  place.  If any  meeting  of the
shareholders  is so adjourned,  no notice as to such  adjourned  meeting need be
given if the date,  time and place at which the meeting will be  reconvened  are
announced at the time of adjournment.

     Section 1.06 Notice of Meetings. Except as  otherwise  specified in Section
1.05 or required by law,  written  notice of each  meeting of the  shareholders,
stating  the date,  time and place and,  in the case of a special  meeting,  the
purpose or purposes,  shall be given at least ten days and not more than 60 days
prior to the meeting to every holder of shares entitled to vote at such meeting.
The business  transacted at a special  meeting of shareholders is limited to the
purposes stated in the notice of the meeting.

     Section 1.07 Waiver of Notice.  A shareholder may waive notice of the date,
time,  place and purpose or purposes of a meeting of  shareholders.  A waiver of
notice by a shareholder entitled to notice is effective whether given before, at
or after the meeting,  and whether  given in writing,  orally or by  attendance.
Attendance by a shareholder at a meeting is a waiver' of notice of that meeting,
unless  the  shareholder  objects  at  the  beginning  of  the  meeting  to  the
transaction of business  because the meeting is not lawfully called or convened,
or  objects  before  a vote on an item of  business  because  the  item  may not
lawfully  be  considered  at  that  meeting  and  does  not  participate  in the
consideration of the item at that meeting.

     Section l.O8 Quorum; Acts of Shareholders. The holders of a majority of the
voting  power of the shares  entitled  to vote at a  shareholders  meeting are a
quorum for the  transaction  of  business.  If a quorum is  present  when a duly
called or held meeting is  convened,  the  shareholders  present may continue to
transact business until  adjournment,  even though the withdrawal of a number of
the  shareholders  originally  present leaves less than the proportion or number
otherwise  required  for a  quorum.  Except  as  otherwise  required  by  law or
specified in the Articles of Incorporation of the Corporation,  the shareholders
shall take  action by the  affirmative  vote of the holders of a majority of the
voting  power of the shares  present and entitled to vote at a duly held meeting
of shareholders.

     Section l.09 Voting  Rights.  Subdivision  1. A shareholder  shall have one
vote for each share held which is entitled to vote. Except as otherwise required
by law, a holder of shares  entitled  to vote may vote any portion of the shares
in any way the shareholder  chooses.  If a shareholder votes without designating
the proportion or number of shares voted in a particular way, the shareholder is
deemed to have voted all of the shares in that way.



                                      --2--

<PAGE>


     Subdivision  2. The Board may fix a date not more than 70 days  before  the
date of a  meeting  of  shareholders  as the date for the  determination  of the
holders of shares  entitled to notice of and  entitled  to vote at the  meeting.
When a date is so fixed,  only  shareholders on that date are entitled to notice
of and  permitted  to vote at that  meeting  of  shareholders.  If a meeting  is
adjourned to a date more than 120 days after the original meeting,  a new record
date shall be fixed by the Board.

     Section 1.10 Proxies.  A shareholder may cast or authorize the casting of a
vote by  filing  a  written  appointment  of a  proxy  with  an  officer  of the
Corporation  at  or  before  the  meeting  at  which  the  appointment  is to be
effective.

     Section 1.11 Action Without a Meeting.  Any action required or permitted to
be  taken at a  meeting  of the  shareholders  of the  Corporation  may be taken
without a meeting by written action signed by all of the  shareholders  entitled
to vote on that action.  The written action is effective when it has been signed
by all of those  shareholders,  unless a different effective time is provided in
the written action.

                                    DIRECTORS

     Section  2.01  Number;   Qualifications.   Except  as   authorized  by  the
shareholders  pursuant  to  a  shareholder  control  agreement  or  unanimous  o
affirmative  vote, the business and affairs of the Corporation  shall be managed
by or under the direction of a Board of one or more  directors.  Directors shall
be natural persons. The shareholders at each regular meeting shall determine the
number of  directors to  constitute  the Board,  provided  that  thereafter  the
authorized number of directors may be increased by the shareholders or the Board
and decreased by the shareholders. Directors need not be shareholders.

     Section 2.02 Term.  Each director  shall serve for an indefinite  term that
expires at the next regular meeting of the  shareholders.  A director shall hold
office  until a  successor  is elected  and has  qualified  or until the earlier
death, resignation, removal or disqualification of the director.

     Section 2.03 Vacancies.  Vacancies on the Board of Directors resulting from
the death, resignation,  removal or disqualification of a director may be filled
by the  affirmative  vote of a majority of the  remaining  members of the Board,
though less than a quorum.  Vacancies on the Board  resulting from newly created
directorships  may be  filled  by the  affirmative  vote  of a  majority  of the
directors  serving  at the time such  directorships  are  created.  Each  person
elected to fill a vacancy  shall hold  office  until a  qualified  successor  is
elected  by the  shareholders  at the next  regular  meeting  or at any  special
meeting duly called for that purpose.


                                      -3-

<PAGE>


     Section  2.04 Place of  Meetings.  Each  meeting of the Board of  Directors
shall be held at the principal  executive  office of the  Corporation or at such
other place as may be designated  from time to time by a majority of the members
of the Board.

     Section 2.05 Regular  Meetings.  Regular meetings of the Board of Directors
for the election of officers and the  transaction of any other business shall be
held without notice at the place of and  immediately  after each regular meeting
of the shareholders.

     Section 2.06 Special Meetings.  A special meeting of the Board of Directors
may be called for any purpose or purposes at any time by any member of the Board
by giving not less than two days' notice to all directors of the date,  time and
place of the meeting,  provided that when notice is mailed,  at least four days'
notice shall be given. The notice need not state the purpose of the meeting.

     Section 2.07 Waiver of Notice;  Previously Scheduled Meetings.  Subdivision
1. A director of the Corporation may waive notice of the date, time and place of
a meeting of the Board.  A waiver of notice by a director  entitled to notice is
effective  whether given before,  at or after the meeting,  and whether given in
writing,  orally or by  attendance.  Attendance  by a director at a meeting is a
waiver of notice of that meeting,  unless the director  objects at the beginning
of the  meeting  to the  transaction  of  business  because  the  meeting is not
lawfully called or convened and thereafter does not participate in the meeting.

     Subdivision  2. If the day or date,  time and place of a Board meeting have
been provided herein or announced at a previous  meeting of the Board, no notice
is  required.  Notice of an  adjourned  meeting  need not be given other than by
announcement at the meeting at which  adjournment is taken of the date, time and
place at which the meeting will be reconvened.

     Section 2.O8 Quorum. Acts of Board. The presence in person of a majority of
the directors currently holding office shall be necessary to constitute a quorum
for the transaction of business.  In the absence of a quorum,  a majority of the
directors present may adjourn a meeting from time to time without further notice
until a quorum is present.  If a quorum is present  when a duly held  meeting is
convened,  the  directors  present  may  continue  to  transact  business  until
adjournment,  even though the withdrawal of a number of the directors originally
present  leaves less than the  proportion  or number  otherwise  required  for a
quorum.  Except as  otherwise  required by law or  specified  in the Articles of
Incorporation of the Corporation, the Board shall take action by the affirmative
vote of a majority of the directors present at a duly held meeting.


                                     --4--


<PAGE>




     Section 2.O9 A  conference  among  directors by any means of  communication
through  which the  directors  may  simultaneously  hear each  other  during the
conference  constitutes  a Board  meeting,  if the same  notice  is given of the
conference  as would be required  for a meeting,  and if the number of directors
participating in the conference would be sufficient to constitute a quorum at `a
meeting.  A director may  participate  in a Board  meeting not  described in the
immediately  preceding sentence by any means of communication  through which the
director,  other directors so participating and all directors physically present
at  the  meeting  may  simultaneously   hear  each  other  during  the  meeting.
Participation  in a  meeting  by any  means  referred  to in this  Section  2.09
constitutes presence in person at the meeting.

     Section  2.10  Absent  Directors.  A director of the  Corporation  may give
advance  written  consent or  opposition to a proposal to be acted on at a Board
meeting. If the director is not present at the meeting, consent or opposition to
a  proposal  does not  constitute  presence  for  purposes  of  determining  the
existence of a quorum,  but consent or opposition  shall be counted as a vote in
favor of or against  the  proposal  and shall be entered in the minutes or other
record of action at the  meeting,  if the  proposal  acted on at the  meeting is
substantially  the same or has  substantially the same effect as the proposal to
which the director has consented or objected.

     Section 2.11 Action Without a Meeting.  An action  required or permitted to
be taken at a Board  meeting  may be taken  without a meeting by written  action
signed by all of the  directors.  The written action is effective when signed by
the last director,  unless a different effective time is provided in the written
action.

     Section  2.12  Committees.  Subdivision  1. A  resolution  approved  by the
affirmative vote of a majority of the Board may establish  committees having the
authority of the Board in the management of the business of the Corporation only
to the extent  provided in the  resolution.  Committees  shall be subject at all
times to the direction  and control of the Board,  except as provided in Section
2.13.

     Subdivision  2. A committee  shall consist of two or more natural  persons,
who need not be directors,  appointed by  affirmative  vote of a majority of the
directors present at a duly held Board meeting.

     Subdivision 3. Section 2.04 and Sections 2.06 to 2.11 hereof shall apply to
committees  and members of committees to the same extent as those sections apply
to the Board and directors.

                                      -5-

<PAGE>


     Subdivision  4.  Minutes,  if any,  of  committee  meetings  shall  be made
available upon request to members of the committee and to any director.

     Section 2.13 Special  Litigation  Committee.  Pursuant to the procedure set
forth in Section 2.12,  the Board may  establish a committee  composed of one or
more independent  directors or other independent persons to determine whether it
is in the best interests of the  Corporation to pursue a particular  legal right
or remedy of the Corporation  and whether to cause,  to the extent  permitted by
law, the dismissal or discontinuance of a particular proceeding that seeks to
assert a right or  remedy  on behalf of the  Corporation.  The  committee,  once
established,  is not subject to the direction or control of, or termination  by,
the Board.  A vacancy on the committee  may be filled by a majority vote of the
remaining committee members.  The good faith determinations of the committee are
binding upon the  Corporation  and its directors,  officers and  shareholders to
the extent permitted by law. The committee terminates when it issues a written
report of its determinations to the Board.

     Section 2.14 Compensation.  The Board may fix the compensation,  if any, of
directors.

                                    OFFICERS

     Section  3.01  Number  and  Designation.  The o  Corporation  shall  have a
president and a secretary and such other officers as the Board of Directors deem
necessary  for the  operation  and  management  of the  Corporation,  with such
powers,  rights,  duties and responsibilities as may be determined by the Board,
including, without limitation, one or more Vice Presidents and a Treasurer, each
of whom shall have the powers,  rights, duties and responsibilities set forth in
these By-laws unless  otherwise  determined by the Board.  Any of the offices or
functions of those offices may be held by the same person.

     Section 3.02 President.  Unless provided  otherwise by a resolution adopted
by the  Board  of  Directors,  the  President  (a)  shall  have  general  active
management of the business of the Corporation;  (b) shall, when present, preside
at all meetings of the shareholders  and Board of Directors;  (c) shall see that
all  orders  and  resolutions  of the Board are  carried  into  effect;  (d) may
maintain records of and certify  proceedings of the Board and shareholders;  and
(e) shall  perform such other duties as may from time to time be assigned by the
Hoard of Directors.

     Section 3.03 Vice Presidents.  Any one or more Vice Presidents, if any, may
be designated by the Board of Directors as Executive  Vice  Presidents or Senior
Vice Presidents.  During the absence or disability of the President, it shall be
the duty of the highest ranking Executive Vice President, and, in the


                                      --6--


<PAGE>


absence of any such Vice President,  it shall be the duty of the highest ranking
Senior Vice President or other Vice President,  who shall be present at the time
and able to act, to perform the duties of the President.  The  determination  of
who is the highest ranking of two or more persons holding the same office shall,
in the  absence  of  specific  designation  of  order  of rank by the  Board  of
Directors, be made on the basis of the earliest date of appointment or election,
or, in the event of  simultaneous  appointment or election,  on the basis of the
longest continuous employment by the Corporation.

     Section 3.04  Secretary.  Secretary,  unless  otherwise  determined  by the
Board,  shall  attend all meetings of the  shareholders  and all meetings of the
Board of Directors, shall record or cause to be recorded all proceedings thereof
in a book to be kept for that purpose, and may certify such proceedings.  Except
as otherwise  required or permitted by law or by these  By-laws,  the  Secretary
shall give or cause to be given notice of all meetings of the  shareholders  and
all meetings of the Board of Directors.

     Section 3.05 Treasurer. The Treasurer shall perform such duties as may from
time to time be assigned by the Board of Directors.

     Section 3.06 Authority and Duties.  In addition to the foregoing  authority
and  duties,  all  officers  of the  Corporation  shall  respectively  have such
authority  and perform  such  duties in the  management  of the  business of the
Corporation  as may be  designated  from time to time by the Board of Directors.
Unless prohibited by a resolution approved by the affirmative vote of a majority
of the  directors  present,  an officer  elected or  appointed by the Board may,
without the approval of the Board, delegate some or all of the duties and powers
of an office to other persons.

     Section 3.07 Term.  Subdivision  1. All officers of the  Corporation  shall
hold office until their  respective  successors are chosen and have qualified or
until their earlier death, resignation or removal.

     Subdivision  2. An officer may resign at any time by giving  written notice
to the  Corporation.  The resignation is effective  without  acceptance when the
notice is given to the  Corporation,  unless a later effective date is specified
in the notice.

     Subdivision  3. An  officer  may be  removed  at any time,  with or without
cause,  by a resolution  approved by the  affirmative  vote of a majority of the
directors present at a duly held Board meeting.


                                      --7--


<PAGE>


     Subdivision  4. A vacancy  in an  office  because  of  death,  resignation,
removal, disqualification or other cause may, or in the case of a vacancy in the
office of President  shall,  be filled for the unexpired  portion of the term by
the Board.

     Section 3.08 Salaries.  The salaries of all officers of the Corporation
shall be fixed by the Board of Directors or by the  President if  authorized  by
the Board.

                                 INDEMNIFICATION

     Section 4.01 Indemnification. The Corporation shall indemnify such persons,
for such expenses and liabilities, in such manner, under such circumstances, and
to such extent,  as required or permitted by the Virginia Stock Corporation Act,
as amended from time to time, or as required or permitted by other provisions of
law.

     Section 4.02 Insurance. The Corporation may purchase and maintain insurance
on behalf of any person in such person's official capacity against any liability
asserted  against and incurred by such person in or arising from that  capacity,
whether or not the  Corporation  would  otherwise be required to  indemnify  the
person against the liability.

                                     SHARES

     Section  5.01  Certificated  Shares.  Subdivision  1.  The  shares  of  the
Corporation   shall  be  certificated   shares.   Each  holder  of  duly  issued
certificated shares is entitled to a certificate of shares.

     Subdivision  2. Each  certificate  of shares  of the  Corporation  shall be
signed  `by the  President  or any  Vice  President,  and the  Secretary  or any
Assistant  Secretary,  but when a certificate is signed by a transfer agent or a
registrar,  the  signature of any such  officer may be a facsimile,  engraved or
printed.  If a  person  signs  or  has  a  facsimile  signature  placed  upon  a
certificate  while an officer,  transfer agent or registrar of the  Corporation,
the certificate may be issued by the Corporation,  even if the person has ceased
to serve in that capacity before the certificate is issued, with the same effect
as if the person had that capacity at the date of its issue.

     Subdivision 3. A certificate  representing shares issued by the Corporation
shall,  if the  Corporation is authorized to issue shares of more than one class
or series,  set forth upon the face or back of the certificate,  or shall state
that the Corporation  will furnish to any  shareholder  upon request and without
charge,  a full  statement of the  designations,  preferences,  limitations  and
relative rights of


                                      -8-


<PAGE>


the shares of each class or series  authorized to be issued, so far as they have
been determined, and the authority of the Board to determine the relative rights
and preferences of subsequent classes or series.

     Section 502 Declaration of Dividends and Other Distributions.  The Board of
Directors shall have the authority to declare dividends and other  distributions
upon the shares of the Corporation to the extent permitted by law.

     Section  5.03  Transfer  of  Shares.  Shares  of  the  Corporation  may  be
transferred  only on the books of the  Corporation  by the  holder  thereof,  in
person or by such  person's  attorney.  Shares  shall be  transferred  only upon
surrender and  cancellation  of  certificates  for a like number of shares.  The
Board of  Directors,  however,  may  appoint  one or more  transfer  agents  and
registrars  to  maintain  the share  records  of the  Corporation  and to effect
transfers of shares.

     Section  5.04  Record  Date.  The Board of  Directors  may fix a time,  not
exceeding  60 days  preceding  the date fixed for the payment of any dividend or
other  distribution,  as a record date for the determination of the shareholders
entitled to receive payment of such dividend or other distribution,  and in such
case  only  shareholders  of record on the date so fixed  shall be  entitled  to
receive  payment of such  dividend or other  distribution,  notwithstanding  any
transfer of any shares on the books of the Corporation  after any record date so
fixed.

                                  MISCELLANEOUS

     Section 6.01 Execution of Instruments. Subdivision 1. All deeds, mortgages,
bonds,  checks,  contracts and other instruments  pertaining to the business and
affairs of the  Corporation  shall be signed on behalf of the Corporation by the
President,  or any Vice President,  or by such other person or persons as may be
designated from time to time by the Board of Directors.

     Subdivision 2. If a document must be executed by persons holding  different
offices or  functions  and one  person  holds such  offices  or  exercises  such
functions, that person may execute the document in more than one capacity if the
document indicates each such capacity.

     Section  6.02  Advances.  The  Corporation  may,  without  a  vote  of  the
directors,  advance  money to its  directors,  officers  or  employees  to cover
expenses  that can  reasonably  be  anticipated  to be  incurred  by them in the
performance   of  their   duties  and  for  which  they  would  be  entitled  to
reimbursement in the absence of an advance.



                                      -9-


<PAGE>


     Section 6.03 Corporate Seal. The Corporation  shall have no corporate seal.

     Section 6.04 Fiscal Year.  The fiscal year  of the Corporation shall end on
the Saturday nearest the last day of March.

     Section 6.05  Amendments.  The Board of  Directors  shall have the power to
adopt,  amend or repeal the By-Laws of the Corporation,  subject to the power of
the shareholders to change or repeal the same, provided, however, that the Board
shall not  adopt,  amend or repeal any By-Law  fixing a quorum for  meetings  of
shareholders, prescribing procedures for removing directors or filling vacancies
in the  Board,  or fixing  the  number of  directors  or their  classifications,
qualifications  or  terms of  office,  but may  adopt  or  amend a  By-Law  that
increases the number of directors.