RESTATED CERTIFICATE OF INCORPORATION
BROWN SHOE COMPANY, INC.
Under Section 807 of the Business Corporation Law
FIRST: The name of the corporation is Brown Shoe Company, Inc.
SECOND: The certificate of incorporation of the corporation was filed by the
Department of State on January 2, 1913.
THIRD: The text of the certificate of incorporation of the corporation is
hereby restated without further amendment or change to read as follows:
FIRST: The name of the Company shall be Brown Shoe Company, Inc.
(hereinafter termed "Company").
SECOND: The principal 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
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