SHOE CARNIVAL, INC.
As amended and restated as of July 16, 1996
Section 1. Name. The name of the Corporation is Shoe Carnival, Inc.
Section 2. Registered Office. The registered office of the Corporation in the State of Indiana shall be 8233
Baumgart Road, Evansville, Indiana 47711.
Section 3. Principal Office. The principal office of the Corporation shall be 8233 Baumgart Road, Evansville,
Section 4. Other Offices. The Corporation may also have an office or offices, and keep the books and records of
the Corporation, except as may otherwise be required by law, at such other place or places, either within or
without the State of Delaware, as the Board of Directors may from time to time determine or the business of the
Meetings of Shareholders
Section 1. Place of Meeting. All meetings of the shareholders of the Corporation shall be held at the principal
office of the Corporation or at such other places, within or without the State of Indiana, as may from time to time
be fixed by the Board of Directors.
Section 2. Annual Meetings. The annual meeting of the shareholders of the Corporation for the election of
directors and for the transaction of such other business as may properly come before the meeting shall be held on
the second Thursday in June in each year, if not a legal holiday under the laws of the place where the meeting is to
be held, and, if a legal holiday, then on the next succeeding day not a legal holiday under the laws of such place,
or on such other date and at such hour as may from time to time be fixed by the Board of Directors.
Section 3. Special Meetings. Subject to the rights of the holders of any class or series of Preferred Stock, special
meetings of the shareholders for any purpose or purposes may be called only by the Chairman of the Board or a
majority of the entire Board of Directors. Only such business as is specified in the notice of any special meeting of