RESTATED CERTIFICATE OF INCORPORATION
STANLEY FURNITURE COMPANY, INC.
(As amended as of May 6, 2005)
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, thing
or things incidental or appurtenant to or growing out of or connected with the corporation's business or powers
or any part or parts thereof, provided the same be not inconsistent with said General Corporation Law; and it
shall have the 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 Delaware, and in the various other
states, territories, colonies and dependencies of the United States, in the District of Columbia, and in all or any
FOURTH: The total number of shares of all classes of capital stock which this Corporation is
authorized to issue is 26,000,000 shares which are divided into two classes as follows:
Twenty-Five Million (25,000,000) shares of Common Stock, $.02 par value per