RESTATED ARTICLES OF INCORPORATION
SHOE CARNIVAL, INC.
(FORMERLY KNOWN AS SCI INDIANA, INC.)
SCI Indiana, Inc., an Indiana corporation (the "Corporation"), and the survivor of a merger with Shoe Carnival,
Inc., a Delaware corporation, effected pursuant to a Plan and Agreement of Merger dated April 25, 1996,
desiring to amend and restate its Articles of Incorporation, pursuant to the Indiana Business Corporation Law
(the "IBCL") and to change its name, submits the following Restated Articles of Incorporation:
The name of the Corporation is Shoe Carnival, Inc.
The address of its registered office is 8233 Baumgart Road, Evansville, Indiana 47711, and the name of its
registered agent at such address is Mark L. Lemond.
The nature of the business or purposes to be conducted or promoted are:
privileges granted by the IBCL or by any other law of Indiana or by these Restated Articles of Incorporation,
together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to
the conduct, promotion or attainment of the business or purposes of the Corporation.
Section 1. Capital Stock. The total number of shares of all classes of capital stock which the Corporation shall
have authority to issue is 55,000,000 shares, consisting of 50,000,000 shares of Common Stock, par value $.01
per share ("Common Stock"), and 5,000,000 shares of Preferred Stock, par value $.01 per share("Preferred
Section 2. Common Stock.
(a) Subject to any voting rights that may be conferred upon the holders of any series of the Preferred Stock
established by the Board of Directors pursuant to authority herein provided, and except as otherwise provided by
law, the shares of Common Stock shall entitle the holders thereof to one vote for each share upon all matters
upon which shareholders have the right to vote.
(b) Subject to any limitations prescribed in this Article IV and any further limitations prescribed in accord