Exhibit (a) (3) (a)
CERTIFICATE OF INCORPORATION
BROWN SHOE COMPANY, INC.
Under Section 402 of the Business Corporation Law
FIRST: The name of the Company shall be Brown Shoe Company, Inc. (hereinafter termed
SECOND: The business office of the corporation is located in the City of New York, County of
New York, State of New York.
THIRD: The purpose or purposes of the Company are as follows:
To manufacture, buy, sell and deal in leather and leather goods, boots, shoes, footwear, rubber
and rubber goods of every kind, nature and description and all accessories thereto.
As principal, agent, commission merchant or consignee, to acquire, by purchase or otherwise,
own, hold, take on lease or in exchange, mortgage, lease, sell or otherwise dispose of any and all real and
personal property, rights and privileges suitable or convenient for any of its purposes or businesses, and to
acquire, by purchase or otherwise, own, hold, lease, mortgage, sell or otherwise dispose of, erect, construct,
make, alter, enlarge, improve, and to aid or subscribe toward the construction, acquisition, or improvement of
any factories, shops, store-houses, buildings and manufacturing and commercial establishments of every
character, including all equipment, fixtures, machinery, implements and supplies necessary or incidental to, or
connected with any of its purposes of businesses.
To purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the shares of
capital stock or any bonds, securities or evidences of indebtedness of any corporation, domestic or foreign, and
to pay therefor (in whole or in part), in cash or other property, or by the issue and delivery of its own capital
stock, bonds or other obligations, or of any other corporation, and to exercise in respect of any such shares of
stock, bonds or oth