ARTICLES OF MERGER OF SHOE CARNIVAL, INC. INTO SCI INDIANA, INC. In accordance with the requirements of the Indiana Business Corporation Law, the undersigned corporation surviving a merger pursuant to Indiana Code 23-1-40-1 and 23-1-40-7 (the "Merger"), sets forth the following facts: ARTICLE I Surviving Corporation The name of the corporation surviving the Merger is SCI Indiana, Inc. (the "Surviving Corporation"). The name of the Surviving Corporation will be changed to "Shoe Carnival, Inc." as a result of the Merger. The Surviving Corporation is an Indiana corporation incorporated on April 3, 1996. ARTICLE II Merging Corporation The name of the corporation merging with and into the Surviving Corporation (the "Merging Corporation") is Shoe Carnival, Inc. The Merging Corporation is a Delaware corporation formed on February 25, 1988 (as DAR Group Investments, Inc.). ARTICLE III Plan of Merger The Plan of Agreement and Merger (the "Plan of Merger") for the Merger of the Merging Corporation with and into the Surviving Corporation containing the information required by Indiana Code 23-1-40-1(b) and 23- 1-40-7, is attached hereto as Exhibit A and made a part hereof. Included as Annex 1 to the Plan of Merger is a copy of the Restated Articles of Incorporation of the Surviving Corporation following the effectiveness of the Merger. 11 ARTICLE IV Effective Time The Merger shall become effective on upon the later to occur of (a) completion of the filing of these Articles of Merger, and (b) the filing of a certificate of merger with the Secretary of State of Delaware. ARTICLE V Manner of Adoption and Vote Section 1. Action by Surviving Corporation. By unanimous written consent dated as of April 25, 1996, the Board of Directors of the Surviving Corporation adopted the Plan of Merger. By unanimous written consent dated as of April 25, 1996, the sole shareholder of the Surviving Corporation approved the Plan of Merger. Section 2. Action by Merging Corporation. By unanimous written consent, dated as of April 25, 1996, the Board of Directors of the Merging Corporation adopted the Plan of Merger and recommended its approval by its stockholders. As of the record date for the meeting of the stockholders of the Merging Corporation held on June 14, 1996, there were 13,018,588 shares of voting stock of the Merging Corporation outstanding and entitled to vote on the Plan of Merger. At such meeting, the holders of 9,663,885 shares voted to approve the Plan of Merger, the holders of 493,127 shares voted against the Plan of Merger and the holders of 12,315 shares abstained from voting on the Plan of Merger. The number of votes cast to approve the Plan of Merger was sufficient to approve the Plan of Merger under Delaware law. IN WITNESS WHEREOF, the Surviving Corporation has caused these Articles of Merger to be signed by its duly authorized officer on this 15th day of July, 1996. SCI INDIANA, INC. By /s/ Mark L. Lemond --------------------------------- Mark L. Lemond, Executive Vice President - Chief Operating Officer and Chief Financial Officer 12