Exhibit 3.3
CERTIFICATE OF INCORPORATION
OF
BROWN SHOE INTERNATIONAL CORP.
FIRST: The name of the Corporation is Brown Shoe International Corp.
SECOND: Its registered office in the State of Delaware is located at
1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of
its registered agent is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 10,000 shares of common stock of the par value
of One Dollar ($1.00) each.
FIFTH: The name and mailing address of the incorporator is Michael
I. Oberlander, 8300 Maryland Avenue, St. Louis, Missouri 63105.
SIXTH: The Corporation shall initially have one (1) director until
the number is changed in accordance with Bylaws adopted by the Board of
Directors. The initial director, to serve until the Corporation's next annual
meeting or his successor is elected and qualified or his earlier resignation or
removal as provided in the Bylaws, shall be:
Michael I. Oberlander
SEVENTH: No director of the Corporation shall be personally liable
to the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty by such director as a director; provided, however, that the
foregoing shall not be deemed to eliminate or limit the liability of a director
to the extent provided by applicable law (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. This provision is not intended to eliminate or
narrow any defenses to or protection against liability otherwise available to
directors of the Corporation. No amendment to or repeal of this Article shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.
EIGHTH:
A. Every person who was or is a party or is threatened to be made a
party to or is involved in any threatened, pending or completed action, suit or
proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person or a person of whom such person is a legal representative is or
was a director or officer of the Corporation or is or was serving at the request
of the Corporation or for its benefit as a director, officer, employee or agent
of any other corporation, or as the representative of the Corporation in a
partnership, joint venture, trust or other entity, shall be indemnified and held
harmless by the Corporation to the fullest extent legally permissible under the
General Corporation Law of the State of Delaware, as amended from time to time,
against all expenses, liabilities and losses (including attorneys' fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably paid
or incurred by such person in connection therewith. Such right of
indemnification shall be a contract right that may be enforced in any manner
desired by such person. Such right of indemnification shall include the right to
be paid by the Corporation the expenses incurred in defending any such action,
suit or proceeding in advance of its final disposition upon receipt of an
undertaking by or on behalf of such person to repay such amount if ultimately it
should be determined that such person is not entitled to be indemnified by the
Corporation under the General Corporation Law of the State of Delaware. Such
right of indemnification shall not be exclusive of any other right which such
directors, officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled to
their respective rights of indemnification under any By-law, agreement, vote of
stockholders, provision of law or otherwise, as well as their rights under this
Article.
B. The Board of Directors may adopt Bylaws from time to time with
respect to indemnification to provide at all times the fullest indemnification
permitted by the General Corporation Law of the State of Delaware, as amended
from time to time, and may cause the Corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
or for its benefit as a director, officer, employee or agent of any other
corporation, or as the representative of the Corporation in a partnership, joint
venture, trust or other entity, against any expense, liability or loss asserted
against or incurred by any such person in any such capacity or arising out of
any such status, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders, directors and officers herein are granted subject to this
reservation.
IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, does make this certificate on
the 13th day of April, 2005.
/s/ Michael I. Oberlander
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Michael I. Oberlander, Incorporator