RESTATED CERTIFICATE OF INCORPORATION
STANLEY FURNITURE COMPANY, INC.
Stanley Furniture Company, Inc. (the "Corporation"), a corporation organized and existing under the laws of the
State of Delaware, hereby certifies as follows:
1. The name of the Corporation is Stanley Furniture Company, Inc. The Corporation was originally incorporated
under the name Charter Stanley, Inc. and its original Certificate of Incorporation was filed with the Secretary of
State on January 31, 1984.
2. This Restated Certificate of Incorporation only restates and integrates and does not further amend the
provisions of the Certificate of Incorporation of this Corporation as heretofore amended or supplemented and
there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation.
3. The text of the Certificate of Incorporation as heretofore amended or supplemented is hereby restated without
further amendments or changes to read as herein set forth in full:
FIRST: The name of the Corporation is Stanley Furniture Company, Inc.
SECOND: The registered office of the corporation is located at 1013 Centre Road, Wilmington, Delaware
19805 (County of New Castle). The name of its registered agent at that address is The Prentice-Hall
Corporation System, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware.
Without limiting in any manner the scope and generality of the foregoing, it is hereby provided that the corporation
shall have the power to do all and everything necessary, suitable and proper for the accomplishment of any of the
purposes or the attainment of any of the objects or the furtherance of any of the powers of which a corporation
may be organized under the General Corporation Law of the State of Delaware, either alone or in association
with other corporations, firms or individuals, and to do every other act or acts, thin