SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                                 FOOTSTAR, INC.
 
           Footstar, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), hereby certifies as follows:
 
           1. The name of the Corporation is "Footstar, Inc." and the name under
which the Corporation was originally formed is "Footwear Group, Inc." The
original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on March 21, 1996. The original Certificate of
Incorporation was amended and restated in its entirety pursuant to the filing of
an Amended and Restated Certificate of Incorporation filed with Secretary of
State of the State of Delaware on October 8, 1996 (the "Restated Certificate of
Incorporation").
 
           2. This Second Amended and Restated Certificate of Incorporation
(this "Certificate of Incorporation") was duly adopted in accordance with the
provisions of Sections 245 and 303 of the General Corporation Law of the State
of Delaware (the "DGCL") in order, among other things, to put into effect and
carry out the confirmation order entered by the United States Bankruptcy Court
for the Southern District of New York on January 27, 2006 (the "Confirmation
Date") in the reorganization proceeding styled In re Footstar, Inc., et al.,
Case No. 04-22350, which confirmed the First Amended Joint Plan of
Reorganization of the Corporation dated December 5, 2005 ("Plan of
Reorganization"), and restates and integrates and further amends the provisions
of the Restated Certificate of Incorporation of the Corporation.
 
           3. The text of the Restated Certificate of Incorporation as
heretofore amended is hereby restated and further amended to read in its
entirety as hereinafter set forth:
 
                                     FIRST:
 
                                      NAME
                                      ----
 
           The name of the Corporation is Footstar, Inc.
 
                                     SECOND:
 
                           REGISTERED OFFICE AND AGENT
                           ---------------------------
 
           The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
 
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                                     THIRD:
 
                                     Purpose
                                     -------
 
           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 as the same exists or may hereafter be amended
("DGCL").
 
                                    FOURTH:
 
                                  CAPITAL STOCK
 
           The total number of shares of stock which the Corporation shall have
authority to issue is 130,000,000, consisting of 100,000,000 shares of Common
Stock, par value $.01 per share (the "Common Stock"), and 30,000,000 shares of
Preferred Stock, par value $.01 per share (the "Preferred Stock").
 
                                A. COMMON STOCK
 
           1. Voting Rights. The holders of shares of Common Stock shall be
entitled to one vote for each share so held with respect to each matter voted on
by the stockholders of the Corporation. There will be no cumulative voting.
 
           2. Liquidation Rights. Subject to the prior and superior rights of
the Preferred Stock, if any, upon any liquidation, dissolution or winding up of
the affairs of the Corporation, the holders of Common Stock shall be entitled to
receive all remaining assets of the Corporation. Such assets shall be
distributed ratably among the holders of Common Stock on the basis of the number
of shares of the Common Stock held by each of them.
 
           3. Dividends. Dividends may be paid on the Common Stock as and when
declared by the Board of Directors, subject, however, to the prior and superior
rights of the holders of any then outstanding Preferred Stock.
 
                               B. PREFERRED STOCK
 
           Preferred Stock may be issued from time to time in one or more
series, each of such series to have such terms as stated or expressed herein and
in the resolution or resolutions providing for the issue of such series adopted
by the Board of Directors as hereinafter provided. Any shares of Preferred Stock
which may be redeemed, purchased or acquired by the Corporation may be reissued
except as otherwise provided by law or this Certificate of Incorporation, as
amended. Different series of Preferred Stock shall not be construed to
constitute different classes of shares for the purposes of voting by classes
unless expressly provided.
 
 
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           Authority is hereby expressly granted to the Board of Directors from
time to time to issue the Preferred Stock in one or more series, and in
connection with the creation of any such series, by resolution or resolutions
providing for the issue of the shares thereof, to determine and fix such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, including without
limitation thereof, dividend rights, conversion rights, redemption privileges
and liquidation preferences, as shall be stated and expressed in such
resolutions, all to the full extent now or hereafter permitted by the DGCL.
Without limiting the generality of the foregoing, the resolutions providing for
issuance of any series of Preferred Stock may provide that such series shall be
superior or rank equally or be junior to the Preferred Stock of any other series
to the extent permitted by law. Except as otherwise provided in this Certificate
of Incorporation, no vote of the holders of the Preferred Stock or Common Stock
shall be a prerequisite to the designation or issuance of any shares of any
series of the Preferred Stock authorized by and complying with the conditions of
this Certificate of Incorporation, the right to have such vote being expressly
waived by all present and future holders of the capital stock of the
Corporation. Within the limits and restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the number of shares
constituting any series of Preferred Stock, the Board of Directors is authorized
to increase (but not above the total number of authorized shares of Preferred
Stock) or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any series subsequent to the issue of
shares of that series.
 
                I. SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
 
           Pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation, the Board of Directors, at a meeting on March
8, 1999, adopted the following resolution creating a series of one hundred
thousand (100,000) shares of Preferred Stock designated as Series A Junior
Participating Preferred Stock:
 
           RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation by Article FOURTH of the Certificate of
Incorporation, a series of Preferred Stock of the Corporation be, and it hereby
is, created out of the authorized but unissued shares of the capital stock of
the Corporation, such series to be designated Series A Junior Participating
Preferred Stock (the "Participating Preferred Stock"), to consist of one hundred
thousand (100,000) shares, of par value $.01 per share, of which the preferences
and relative and other rights, and the qualifications, limitations or
restrictions thereof, shall be as follows:
 
           1. Future Increase or Decrease. Subject to Section 4(e) of this Part
I, the number of shares of said series may at any time or from time to time be
increased or decreased by the Board of Directors notwithstanding that shares of
such series may be outstanding at such time of increase or decrease.
 
 
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           2. Dividend Rate.
 
           (a) The holders of shares of Participating Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash on
the first day of each November, February, May and August in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Participating Preferred Stock (the "First
Issuance"), in an amount per share (rounded to the nearest cent) equal to the
greater of (a) $10.00 or (b) 1,000 times the aggregate per share amount of all
cash dividends and 1,000 times the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions, other than a dividend payable
in shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock, of par
value $.01 per share, of the Corporation (the "Common Stock") since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Participating Preferred Stock. In the event the
Corporation shall at any time after the First Issuance declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the amount to which holders of shares of Participating
Preferred Stock were entitled immediately prior to such event under the
preceding sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
 
           (b) On or after the first issuance of any share or fractional share
of Participating Preferred Stock, no dividend on Common Stock shall be declared
unless concurrently therewith a dividend or distribution is declared on the
Participating Preferred Stock as provided in paragraph (a) above; and the
declaration of any such dividend on the Common Stock shall be expressly
conditioned upon payment or declaration of and provision for a dividend on the
Participating Preferred Stock as above provided. In the event no dividend or
distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $10.00 per share on the Participating
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
 
           (c) Whenever quarterly dividends or other dividends payable on the
Participating Preferred Stock as provided in paragraph (a) above are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Participating Preferred Stock outstanding shall
have been paid in full, the Corporation shall not redeem or purchase or
otherwise acquire for consideration shares of any stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the
Participating Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such junior stock in
exchange for shares of any stock of the Corporation ranking junior (as to
dividends and upon dissolution, liquidation or winding up) to the Participating
Preferred Stock.
 
 
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           (d) Dividends shall begin to accrue and be cumulative on outstanding
shares of Participating Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares of Participating Preferred
Stock, unless the date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such shares, or unless
the date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Participating
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. The Board of Directors may
fix a record date for the determination of holders of shares of Participating
Preferred Stock entitled to receive payment of a dividend distribution declared
thereon, which record date shall be no more than 30 days prior to the date fixed
for the payment thereof.
 
           3. Dissolution, Liquidation and Winding Up. In the event of any
voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Corporation (hereinafter referred to as a "Liquidation"), the holders of
Participating Preferred Stock shall receive at least $1,000 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, provided that the holders of
shares of Participating Preferred Stock shall be entitled to receive at least an
aggregate amount per share equal to 1,000 times the aggregate amount to be
distributed per share to holders of Common Stock (the "Participating Preferred
Liquidation Preference"). In the event the Corporation shall at any time after
the First Issuance declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the aggregate amount to
which holders of shares of Participating Preferred Stock were entitled
immediately prior to such event under the preceding sentence shall be adjusted
by multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
 
           4. Voting Rights. The holders of shares of Participating Preferred
Stock shall have the following voting rights:
 
           (a) Each share of Participating Preferred Stock shall entitle the
holder thereof to one thousand (1,000) votes on all matters submitted to a vote
of the stockholders of the Corporation. In the event the Corporation shall at
any time after the First Issuance declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Participating Preferred Stock
were entitled immediately prior to such event under the preceding sentence shall
be adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
 
 
                                       5
<PAGE>
           (b) Except as otherwise provided in this Certificate of Incorporation
or the Amended and Restated Bylaws of the Corporation (the "Bylaws"), the
holders of shares of Participating Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.
 
           (c) If and whenever dividends on the Participating Preferred Stock
shall be in arrears in an amount equal to six (6) quarterly dividend payments,
then and in such event the holders of the Participating Preferred Stock, voting
separately as a class (subject to the provisions of Section 4(d) of this Part
I), shall be entitled at the next annual meeting of the stockholders or at any
special meeting to elect two (2) directors for the class of directors then
subject to election. Each share of Participating Preferred Stock shall be
entitled to one vote, and holders of fractional shares shall have the right to a
fractional vote. Upon election, such directors shall become additional directors
of the Corporation in the class of directors then subject to election and the
authorized number of directors of the Corporation shall thereupon be
automatically increased by such number of directors. Such right of the holders
of Participating Preferred Stock to elect directors may be exercised until all
dividends in default on the Participating Preferred Stock shall have been paid
in full, and dividends for the current dividend period declared and funds
therefor set apart, and when so paid and set apart, the right of the holders of
Participating Preferred Stock to elect such number of directors shall cease, the
term of such directors shall thereupon terminate, and the authorized number of
directors of the Corporation shall thereupon return to the number of authorized
directors otherwise in effect, but subject always to the same provisions for the
vesting of such special voting rights in the case of any such future dividend
default or defaults. The fact that dividends have been paid and set apart as
required by the preceding sentence shall be evidenced by a certificate executed
by the President and the Chief Financial Officer of the Corporation and
delivered to the Board of Directors. The directors so elected by holders of
Participating Preferred Stock shall serve until the certificate described in the
preceding sentence shall have been delivered to the Board of Directors or until
their respective successors shall be elected or appointed and qualify.
 
           At any time when such special voting rights have been so vested in
the holders of the Participating Preferred Stock, the Secretary of the
Corporation may, and upon the written request of the holders of record of 10% or
more of the number of shares of the Participating Preferred Stock then
outstanding addressed to such Secretary at the principal office of the
Corporation, shall, call a special meeting of the holders of the Participating
Preferred Stock for the election of the directors to be elected by them as
hereinabove provided, to be held in the case of such written request within
forty (40) days after delivery of such request, and in either case to be held at
the place and upon the notice provided by law and in the Bylaws of the
Corporation for the holding of meetings of stockholders; provided, however, that
the Secretary shall not be required to call such a special meeting (i) if any
such request is received less than ninety (90) days before the date fixed for
the next ensuing annual or special meeting of stockholders or (ii) if at the
time any such request is received, the holders of Participating Preferred Stock
are not entitled to elect such directors by reason of the occurrence of an event
specified in the third sentence of Section 4(d) of this Part I below.
 
 
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<PAGE>
           (d) If, at any time when the holders of Participating Preferred Stock
are entitled to elect directors pursuant to the foregoing provisions of this
Section 4, the holders of any one or more additional series of Preferred Stock
are entitled to elect directors by reason of any default or event specified in
the Certificate of Incorporation, as in effect at the time of the certificate of
designation for such series, and if the terms for such other additional series
so permit, the voting rights of the two or more series then entitled to vote
shall be combined (with each series having a number of votes proportional to the
aggregate liquidation preference of its outstanding shares). In such case, the
holders of Participating Preferred Stock and of all such other series then
entitled so to vote, voting as a class, shall elect such directors. If the
holders of any such other series have elected such directors prior to the
happening of the default or event permitting the holders of Participating
Preferred Stock to elect directors, or prior to a written request for the
holding of a special meeting being received by the Secretary of the Corporation
from the holders of not less than 10% of the then outstanding shares of
Participating Preferred Stock, then such directors so previously elected will be
deemed to have been elected by and on behalf of the holders of Participating
Preferred Stock as well as such other series, without prejudice to the right of
the holders of Participating Preferred Stock to vote for directors if such
previously elected directors shall resign, cease to serve or fail to stand for
reelection while the holders of Participating Preferred Stock are entitled to
vote. If the holders of any such other series are entitled to elect in excess of
two (2) directors, the Participating Preferred Stock shall not participate in
the election of more than two (2) such directors, and those directors whose
terms first expire shall be deemed to be the directors elected by the holders of
Participating Preferred Stock; provided that, if at the expiration of such terms
the holders of Participating Preferred Stock are entitled to vote in the
election of directors pursuant to the provisions of this Section 4, then the
Secretary of the Corporation shall call a meeting (which meeting may be the
annual meeting or special meeting of stockholders referred to in Section 4(c) of
this Part I) of holders of Participating Preferred Stock for the purpose of
electing replacement directors (in accordance with the provisions of this
Section 4) to be held on or prior to the time of expiration of the expiring
terms referred to above.
 
           (e) Except as otherwise set forth herein or required by law, the
Certificate of Incorporation or the Bylaws, holders of Participating Preferred
Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders of Common
Stock as set forth herein) for the taking of any corporate action. No consent of
the holders of outstanding shares of Participating Preferred Stock at any time
outstanding shall be required in order to permit the Board of Directors to: (i)
increase the number of authorized shares of Participating Preferred Stock or to
decrease such number to a number not below the sum of the number of shares of
Participating Preferred Stock then outstanding and the number of shares with
respect to which there are outstanding rights to purchase; or (ii) to issue
Preferred Stock which is senior to the Participating Preferred Stock, junior to
the Participating Preferred Stock or on a parity with the Participating
Preferred Stock.
 
 
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           5. Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Participating Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after the First Issuance declare
or pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the amount set forth in the preceding sentence
with respect to the exchange or change of shares of Participating Preferred
Stock shall be adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.
 
           6. Redemption. The shares of Participating Preferred Stock shall not
be redeemable.
 
           7. Conversion Rights. The Participating Preferred Stock is not
convertible into Common Stock or any other security of the Corporation.
 
                           C. RESTRICTIONS ON TRANSFER
 
           1. Definitions. As used in this Part C of Article FOURTH, the
following capitalized terms shall have the following respective meanings:
 
           "Acquire" means the acquisition of ownership of Corporation
Securities by any means, including, without limitation, (i) the exercise of any
rights under any option, warrant, convertible security, pledge or other security
interest or similar right to acquire shares, (ii) the entering into of any swap,
hedge or other arrangement that results in the acquisition of any of the
economic consequences of ownership of Corporation Securities, or (iii) any other
acquisition or transaction treated under the applicable rules under section 382
of the Code as a direct or indirect acquisition (including the acquisition of an
ownership interest in a Substantial Holder) but shall not include the
acquisition of any such rights unless, as a result, the acquiror would be
considered an owner within the meaning of the tax laws. The terms "Acquires" and
"Acquisition" shall have the same meaning.
 
           "Code" means the Internal Revenue Code of 1986, as amended.
 
           "Corporation Securities" means (i) shares of Common Stock, (ii)
shares of Preferred Stock, (iii) warrants, rights or options (including within
the meaning of Treasury Regulation Section 1.382-4(d)(8)) to purchase stock of
the Corporation, but only to the extent such warrants, rights or options are
treated as exercised pursuant to Treasury Regulation Section 1.382-4(d), and
(iv) any other interests that would be treated as "stock" of the Corporation
pursuant to Treasury Regulation Section 1.382-2T(f)(18).
 
 
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           "Disposition" means the sale, transfer, exchange, assignment,
liquidation, conveyance, pledge, or other disposition or transaction treated
under the applicable rules under Section 382 of the Code as a direct or indirect
disposition (including the disposition of an ownership interest in a Substantial
Holder).
 
           "Effective Date" means the effective date of the Plan of
Reorganization, which shall be the date of filing of this Certificate of
Incorporation.
 
           "Percentage Stock Ownership" means percentage stock ownership as
determined in accordance with Treasury Regulation Section 1.382-2T(g), (h), (j)
and (k).
 
           "Person" means an individual, corporation, estate, trust,
association, limited liability company, partnership, joint venture or similar
organization or "entity" within the meaning of Treasury Regulation Section
1.382-3.
 
           "Prohibited Transfer" means any purported Transfer of Corporation
Securities to the extent that such Transfer is prohibited and/or void under this
Part C of Article FOURTH.
 
           "Restriction Release Date" means the earliest of (i) any date after
the Effective Date if the stockholders of the Corporation so vote in accordance
with applicable law for the ownership and transfer limitations set forth in this
Part C of Article FOURTH to expire; (ii) any date after the Effective Date if
the Board of Directors in good faith determines that it is in the best interests
of the Corporation and its stockholders for the ownership and transfer
limitations set forth in this Part C of Article FOURTH to expire; or (iii)
December 31, 2008.
 
           "Substantial Holder" means a Person holding Corporation Securities,
whether as of the Effective Date, after giving effect to the Plan of
Reorganization, or thereafter, representing a Percentage Stock Ownership
(including indirect ownership, as determined under applicable Treasury
Regulations) in the Corporation of at least 4.75%.
 
           "Tax Benefits" means the net operating loss carryovers, capital loss
carryovers, general business credit carryovers, alternative minimum tax credit
carryovers and foreign tax credit carryovers, as well as any "net unrealized
built-in loss" within the meaning of Section 382 of the Code, of the Corporation
or any direct or indirect subsidiary thereof.
 
           "Transfer" means any direct or indirect Acquisition or Disposition of
Corporation Securities.
 
           "Treasury Regulation" means a Treasury regulation promulgated under
the Code.
 
           2. Ownership Limitations.
 
           (a) From and after the Effective Date and prior to the Restriction
Release Date, no Person shall be permitted to make a Transfer, whether in a
single transaction or series of related transactions, and any such purported
Transfer will be void ab initio, to the extent that after giving effect to such
purported Transfer (i) the purported transferee or a Person related to the
purported transferee would become a Substantial Holder, (ii) the Percentage
 
 
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Stock Ownership of a Person that, prior to giving effect to the purported
Transfer, is a Substantial Holder would be increased or (iii) the Transfer, if
made by a Substantial Holder, results in a Disposition of Corporation Securities
constituting a greater than one percent (1%) Percentage Stock Ownership in the
Corporation in a single transaction or series of transactions or on any single
day. The prior sentence is not intended to prevent the Corporation Securities
from being DTC-eligible and shall not preclude the settlement of any
transactions in the Corporation Securities entered into through the facilities
of the Nasdaq National Market, but such transaction, if prohibited by the prior
sentence, shall nonetheless be a Prohibited Transfer.
 
           (b) The restrictions set forth in Section 2(a) of this Part C shall
not apply to a proposed Transfer if (i) the transferor or the transferee, upon
providing at least twenty (20) days prior written notice of such proposed
Transfer to the Board of Directors of the Corporation, obtains the written
consent to the proposed Transfer from a majority of the Board of Directors of
the Corporation or (ii) such Transfer is made as part of: (A) a tender or
exchange offer by the Corporation to purchase Corporation Securities, (B) a
purchase program effected by the Corporation on the open market and not the
result of a privately-negotiated transaction, or (C) any optional or required
redemption of a Corporation Security pursuant to the terms of such security. The
Board of Directors of the Corporation shall consent to such proposed Transfer
within fifteen (15) days after receiving such written notice, unless the Board
of Directors determines in good faith based on their reasonable assessment that
the proposed Transfer could jeopardize realization of the full benefits of the
Tax Benefits of the Corporation or its subsidiaries. As a condition to granting
its consent, the Board of Directors may, in its discretion, require (at the
expense of the transferor and/or transferee) such representations from the
transferor and/or transferee or such opinions of counsel to be rendered by
counsel selected by the Board of Directors, in each case as to such matters as
the Board of Directors determines.
 
           3. Treatment of Excess Securities.
 
           (a) No employee or agent of the Corporation shall record any
Prohibited Transfer, and the purported transferee of a Prohibited Transfer (the
"Purported Transferee") shall not be recognized as a stockholder of the
Corporation for any purpose whatsoever in respect of the Corporation Securities
which are the subject of the Prohibited Transfer (the "Excess Securities").
Until the Excess Securities are acquired by another Person in a Transfer that is
not a Prohibited Transfer, the Purported Transferee shall not be entitled with
respect to such Excess Securities to any rights of stockholders of the
Corporation, including, without limitation, the right to vote such Excess
Securities and to receive dividends or distributions, whether liquidating or
otherwise, in respect thereof. Once the Excess Securities have been acquired in
a Transfer that is not a Prohibited Transfer, such Corporation Securities shall
cease to be Excess Securities.
 
           (b) If the Board of Directors determines that a Prohibited Transfer
has been recorded by an agent or employee of the Corporation, such recording and
the Prohibited Transfer shall be void ab initio and have no legal effect and,
upon written demand by the Corporation, the Purported Transferee shall transfer
or cause to be transferred any certificate or other evidence of ownership of the
Excess Securities within the Purported Transferee's possession or control,
together with any dividends or other distributions that were received by the
Purported Transferee from the Corporation with respect to the Excess Securities
(the "Prohibited Distributions"), to an agent designated by the Board of
Directors (the "Agent").
 
 
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           (A) In the case of a Prohibited Transfer described in either Section
2(a)(i) or Section (2)(a)(ii) of this Part C, the Agent shall thereupon sell to
a buyer or buyers, the Excess Securities transferred to it in one or more
arm's-length transactions (including over the Nasdaq National Market or other
national securities exchange on which the Corporation Securities may be traded,
if possible); provided, however, that the Agent, in its sole discretion, shall
effect such sale or sales in an orderly fashion and shall not be required to
effect any such sale within any specific time frame if, in the Agent's
discretion, such sale or sales would disrupt the market for the Corporation
Securities or otherwise would adversely affect the value of the Corporation
Securities. If the Purported Transferee has resold the Excess Securities before
receiving the Corporation's demand to surrender the Excess Securities to the
Agent, the Purported Transferee shall be deemed to have sold the Excess
Securities for the Agent, and shall be required to transfer to the Agent any
Prohibited Distributions and proceeds of such sale, except to the extent that
the Corporation grants written permission to the Purported Transferee to retain
a portion of such sales proceeds not exceeding the amount that the Purported
Transferee would have received from the Agent pursuant to Section 3(c) of this
Part C if the Agent, rather than the Purported Transferee, had resold the Excess
Securities; or
 
           (B) In the case of a Prohibited Transfer described in Section
2(a)(iii) of this Part C, the transferor of such Prohibited Transfer (the
"Purported Transferor") shall also deliver to the Agent the sales proceeds from
the Prohibited Transfer (in the form received, i.e., whether in cash or other
property), and the Agent shall thereupon sell any non-cash consideration to a
buyer or buyers in one or more arm's-length transactions (including over the
Nasdaq National Market or other national securities exchange, if possible). If
the Purported Transferee is determinable (other than with respect to a
transaction entered into through the facilities of the Nasdaq National Market),
the Agent shall, to the extent possible, return the Prohibited Distributions to
the Purported Transferor, and shall reimburse the Purported Transferee from the
sales proceeds received from the Purported Transferor (or the proceeds from the
disposition of any non-cash consideration) for the cost of any Excess Securities
returned in accordance with Section 3(c) of this Part C. If the Purported
Transferee is not determinable, or to the extent the Excess Securities have been
resold and thus cannot be returned to the Purported Transferor, the Agent shall
use the proceeds to acquire on behalf of the Purported Transferor, in one or
more arm's-length transactions (including over the Nasdaq National Market or
other national securities exchange on which the Corporation Securities may be
traded, if possible), an equal amount of Corporation Securities in replacement
of the Excess Securities sold; provided, however, that, to the extent the amount
of proceeds is not sufficient to fund the purchase price of such Corporation
Securities and the Agent's costs and expenses (as described in Section 3(c) of
this Part C), the Purported Transferor shall promptly fund such amounts upon
demand by the Agent.
 
           (c) The Agent shall apply any proceeds or any other amounts received
by it by and in accordance with Section 3 of this Part C as follows:
 
               (A) first, such amounts shall be paid to the Agent to the extent
          necessary to cover its costs and expenses incurred in connection with
          its duties hereunder;
 
               (B) second, any remaining amounts shall be paid to the Purported
          Transferee, up to the amount paid by the Purported Transferee for the
          Excess Securities (or in the case of any Prohibited Transfer by gift,
          devise or inheritance or any other Prohibited Transfer without
 
 
                                       11
<PAGE>
          consideration, the fair market value, (1) calculated on the basis of
          the closing market price for the Corporation Securities on the day
          before the Prohibited Transfer or, (2) if the Corporation Securities
          are not listed or admitted to trading on any stock exchange but are
          traded in the over-the-counter market, calculated based upon the
          difference between the highest bid and lowest asked prices, as such
          prices are reported by the National Association of Securities Dealers
          through its NASDAQ system or any successor system on the day before
          the Prohibited Transfer or, if none, on the last preceding day for
          which such quotations exist, or (3) if the Corporation Securities are
          neither listed nor admitted to trading on any stock exchange nor
          traded in the over-the counter market, then as determined in good
          faith by the Board of Directors, which amount (or fair market value)
          shall be determined at the discretion of the Board of Directors); and
 
               (C) third, any remaining amounts, subject to the limitations
          imposed by the following proviso, shall be paid to one or more
          organizations qualifying under Section 501(c)(3) of the Code (or any
          comparable successor provision) ("Section 501(c)(3)") selected by the
          Board of Directors, provided, however, that if the Excess Securities
          (including any Excess Securities arising from a previous Prohibited
          Transfer not sold by the Agent in a prior sale or sales) represent a
          4.75% or greater Percentage Stock Ownership interest in the
          Corporation, then such remaining amounts shall be paid to two or more
          organizations qualifying under Section 501(c)(3) selected by the Board
          of Directors such that no organization qualifying under Section
          501(c)(3) shall possess Percentage Stock Ownership in the Corporation
          in excess of 4.75%. The recourse of any Purported Transferee in
          respect of any Prohibited Transfer shall be limited to the amount
          payable to the Purported Transferee pursuant to clause (B) above.
          Except as may be required by law, in no event shall the proceeds of
          any sale of Excess Securities pursuant to this Part C inure to the
          benefit of the Corporation.
 
           (d) If the Purported Transferee or the Transferor fails to surrender
the Excess Securities (as applicable) or the proceeds of a sale thereof to the
Agent within thirty (30) days from the date on which the Corporation makes a
demand pursuant to Section (3)(b) of this Part C, then the Corporation shall use
its best efforts to enforce the provisions hereof, including the institution of
legal proceedings to compel the surrender.
 
           4. Bylaws; Legends; Compliance.
 
           (a) The Bylaws may make appropriate provisions to effectuate the
requirements of this Part C.
 
           (b) Until the Restriction Release Date, all certificates representing
Corporation Securities shall bear a conspicuous legend as follows:
 
               "THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO
               OWNERSHIP RESTRICTIONS PURSUANT TO PART C OF ARTICLE FOURTH OF
               THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
               FOOTSTAR, INC. REPRINTED IN SUBSTANTIAL PART ON THE BACK OF THIS
               CERTIFICATE. THE CORPORATION WILL FURNISH A COPY OF ITS
               CERTIFICATE OF INCORPORATION TO THE HOLDER OF RECORD OF THIS
               CERTIFICATE WITHOUT CHARGE UPON A WRITTEN REQUEST ADDRESSED TO
               THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS."
 
 
                                       12
<PAGE>
           (c) The Corporation shall have the power to make appropriate
notations upon its stock transfer records and instruct any transfer agent,
registrar, securities intermediary or depository with respect to the
requirements of this Part C for any uncertificated Corporation Securities or
Corporation Securities held in an indirect holding system.
 
           (d) The Board of Directors shall have the power to determine all
matters necessary for determining compliance with this Part C, including,
without limitation, determining (A) the identification of Substantial Holders,
(B) whether a Transfer is a Prohibited Transfer, (C) the Percentage Stock
Ownership of any Substantial Holder or other Person, (D) whether an instrument
constitutes a Corporation Security, (E) the amount (or fair market value) due to
a Purported Transferee pursuant to clause (B) of Section 3(c) of this Part C,
and (F) any other matters which the Board of Directors determines to be
relevant. The good faith determination of the Board of Directors on such matters
shall be conclusive and binding for the purposes of this Part C.
 
           D. LIMITATION ON ISSUANCE OF NON-VOTING EQUITY SECURITIES
 
           Notwithstanding any other provision in this Article FOURTH, pursuant
to Section 1123(a)(6) of Chapter 11 of Title 11 of the United States Code, the
Corporation will not issue non-voting equity securities (which shall not be
deemed to include any warrants or options to purchase capital stock of the
Corporation); provided, however, that this Part D of Article FOURTH (i) will
have no further force or effect beyond that required under Section 1123 of the
Bankruptcy Code, (ii) will have such force and effect, if any, only for so long
as such section is in effect and applicable to the Corporation or any of its
wholly-owned subsidiaries and (iii) in all events may be amended or eliminated
in accordance with applicable law as from time to time in effect.
 
                                     FIFTH:
 
                               BOARD OF DIRECTORS
                               ------------------
 
           1. Management. The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors.
 
           2. Number of Directors. The authorized number of directors shall be
not less than three (3) nor more than nine (9). The authorized number of
directors effective as of the Confirmation Date shall be nine (9). Except as
otherwise provided for or fixed pursuant to the provisions of this Article
FIFTH, and except as set forth in Article FOURTH of this Certificate of
Incorporation (relating to the rights of the holders of any series of Preferred
Stock to elect additional directors), the number of directors shall be fixed
from time to time by a resolution duly adopted by the Board of Directors,
subject to the provisions of this Article FIFTH, or the stockholders of the
Corporation acting through holders of not less than eighty percent (80%) of the
total voting power of all outstanding securities of the Corporation then
entitled to vote generally in the election of directors, voting together as a
single class.
 
 
                                       13
<PAGE>
           3. Classes and Terms of Directors.
 
           (a) Subject to the provisions of this Section 3, the Board of
Directors shall be and hereby is divided into three classes, Class I, Class II
and Class III, each of which shall be comprised of three (3) directors on the
Confirmation Date. On the Confirmation Date, the initial Class I, Class II and
Class III directors shall be comprised of the following individuals:
 
      Class I                  Class II                 Class III
      -------                  --------                 ---------
 
      Alan I. Weinstein        Adam Finerman            Jonathan M. Couchman
      Michael O' Hara          George A. Sywassink      Eugene I. Davis
      Gerald F. Kelly, Jr.     Alan Kelly               Jeffrey Shepard
 
           (b) Subject to Section 3(c) below and applicable law, each director
shall serve for a term ending on the date of the third annual meeting of
stockholders next following the annual meeting at which such director was
elected, provided that directors initially designated as Class I directors shall
serve for a term ending on the date of the 2007 annual meeting, directors
initially designated as Class II directors shall serve for a term ending on the
date of the 2008 annual meeting, and directors initially designated as Class III
directors shall serve for a term ending on the date of the 2009 annual meeting.
 
           (c) Notwithstanding anything contained in this Article FIFTH to the
contrary, unless otherwise determined by the Board of Directors, without any
further action of the Board of Directors:
 
               (i) the number of directors serving in Class I following the 2007
          annual meeting shall be reduced from three (3) to one (1), with the
          seats filled initially by Alan I. Weinstein and Gerald F. Kelly, Jr.,
          or their respective successors, ceasing to exist and simultaneously
          therewith, the number of authorized directors shall be reduced from
          nine (9) to seven (7);
 
               (ii) the number of directors serving in Class II following the
          2008 annual meeting shall be reduced from three (3) to two (2), with
          the seat filled initially by George A. Sywassink, or his successor,
          ceasing to exist and simultaneously therewith, the number of
          authorized directors shall be reduced from seven (7) to six (6); and
 
               (iii) the number of directors serving in Class III following the
          2009 annual meeting shall be reduced from three (3) to two (2), with
          the seat filled initially by Eugene I. Davis, or his successor,
          ceasing to exist and simultaneously therewith, the number of
          authorized directors shall be reduced from six (6) to five (5).
 
 
                                       14
<PAGE>
           (d) Except as otherwise set forth in Section 3(c) of this Article
FIFTH, in the event of any increase or decrease in the authorized number of
directors, (i) each director then serving as such shall nevertheless continue as
a director of the class of which he or she is a member until the expiration of
such director's current term or such director's prior death, retirement, removal
or resignation and (ii) the newly created or eliminated directorships resulting
from such increase or decrease shall, if reasonably possible, be apportioned by
the Board of Directors among the three classes of directors so as to ensure that
each class has a number of directors as nearly equal in size as all other
classes. To the extent reasonably possible, consistent with the foregoing, any
person appointed to fill a newly created directorship shall be added to the
class or classes whose terms of office are to expire at the latest dates
following such allocation and newly eliminated directorships shall be subtracted
from those classes whose terms of office are to expire at the earliest dates
following such allocation, unless otherwise provided for from time to time by
resolution adopted by a majority of the directors then in office, although less
than a quorum. No decrease in the number of directors constituting the full
Board of Directors shall decrease the term of an incumbent director.
 
           4. Manner of Acting; Quorum.
 
           (a) At all meetings of the Board of Directors, a majority of the
total number of directors shall constitute a quorum for the transaction of
business. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
 
           (b) Each director shall be entitled to one (1) vote on all matters
voted or acted upon by the Board of Directors. A quorum being present, the
affirmative vote of a majority of the directors then serving on the Board of
Directors shall be the act of the Board of Directors.
 
           5. No Cumulative Voting; No Ballots. There shall be no cumulative
voting in the election of directors. Election of directors need not be by
written ballot unless the Bylaws of the Corporation so provide.
 
           6. Removal of Directors by Stockholders. No director may be removed
from office by the stockholders except for cause with the affirmative vote of
the holders of not less than a majority of the total voting power of all
outstanding securities of the Corporation then entitled to vote generally in the
election of directors, voting together as a single class.
 
           7. Indemnification and Liability.
 
           (a) To the fullest extent permitted by the DGCL as the same exists or
may hereafter be amended, a director or officer of this Corporation shall be
indemnified by the Corporation and shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
 
 
                                       15
<PAGE>
           (b) Each person (and the heirs, executors or administrators of such
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 is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by the DGCL. Subject to the Bylaws, the right to indemnification conferred in
this Section 7 of Article FIFTH shall also include the right to be paid by the
Corporation the expenses incurred in connection with any such proceeding in
advance of its final disposition to the fullest extent authorized by the DGCL.
The right to indemnification conferred in this Section 7 of Article FIFTH shall
be a contract right.
 
           (c) No amendment, modification or repeal of this Section 7 of Article
FIFTH or of any applicable law shall limit, negate, impair or otherwise
adversely affect any right or defense available to any director or former
director of the Corporation with respect to any action or failure to act
occurring prior to such amendment, modification or repeal.
 
           8. Rights of Preferred Stockholders. Notwithstanding the foregoing,
whenever the holders of one or more classes or series of Preferred Stock shall
have the right, voting separately as a class or series, to elect directors, the
election, term of office, filling of vacancies, removal and other features of
such directorships shall be governed by the terms of the resolution or
resolutions adopted by the Board of Directors pursuant to Article FOURTH
applicable thereto, and such directors so elected shall not be subject to the
provisions of this Article FIFTH unless otherwise provided therein.
 
                                     SIXTH:
 
                              AMENDMENTS TO BYLAWS
                              --------------------
 
           1. By the Board of Directors. In furtherance and not in limitation of
the powers conferred by the laws of the State of Delaware, the Board of
Directors is expressly authorized to adopt, amend, alter or repeal the Bylaws of
the Corporation.
 
           2. By the Stockholders. The Bylaws may be altered, amended or
repealed, or new bylaws may be adopted, by the affirmative vote of the holders
of not less than eighty percent (80%) of the total voting power of all
outstanding securities of the Corporation then entitled to vote generally in the
election of directors, voting together as a single class, subject to any
additional vote required by law, this Certificate of Incorporation or the
Bylaws, provided notice of such alteration, amendment, repeal or adoption of new
bylaws shall have been stated in the notice of such meeting.
 
                                    SEVENTH:
 
                NO ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS
                ------------------------------------------------
 
           Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken only upon the vote of stockholders at an
annual or special meeting duly noticed and called in accordance with the DGCL
and may not be taken by written consent of stockholders without a meeting.
 
 
                                       16
<PAGE>
                                    EIGHTH:
 
                      SPECIAL MEETINGS OF THE STOCKHOLDERS
                      ------------------------------------
 
           Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by law or this Certificate of Incorporation, may be
called by the Chairman of the Board (or, if none is designated, the President)
and shall be called by the President or Secretary at the request in writing of
(a) at least a majority of the directors then serving on the Board of Directors
or (b) the Chairman of the Board (or, if none is designated, the President).
Such request shall state the purpose or purposes of the proposed meeting and
business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice. Notwithstanding the foregoing, whenever
holders of one or more classes or series of Preferred Stock shall have the
right, voting separately as a class or series, to elect directors, such holders
may call, pursuant to the terms of the resolution or resolutions adopted by the
Board of Directors pursuant to Article FOURTH, special meetings of holders of
such Preferred Stock.
 
                                     NINTH:
 
                                   FAIR VALUE
                                   ----------
 
           1. Any direct or indirect purchase or other acquisition by the
Corporation of any Equity Security (as defined below) of any class or series
from any Five Percent Holder (as defined below) that has been the Beneficial
Owner (as defined below) of such security for less than two (2) years prior to
the earlier of the date of such purchase or acquisition or any agreement in
respect thereof at a price in excess of the Fair Market Value (as defined below)
thereof, shall, in addition to any affirmative vote required by law or otherwise
and except as expressly provided in this Article NINTH, require approval by the
affirmative vote of the holders of not less than a majority of the total voting
power of all outstanding Voting Securities (as defined below), excluding Voting
Securities Beneficially Owned by such Five Percent Holder. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law, in this Certificate of
Incorporation or in any agreement with any national securities exchange or
otherwise. Notwithstanding any other provision of this Article NINTH, the
foregoing majority voting requirement shall not be applicable with respect to
(i) any purchase or other acquisition of an Equity Security made as part of a
tender or exchange offer by the Corporation to purchase Equity Securities of the
same class made on the same terms to all holders of such securities, (ii) a
purchase program effected on the open market and not the result of a
privately-negotiated transaction, (iii) any optional or required redemption of
an Equity Security pursuant to the terms of such security or (iv) any purchase
of Equity Securities approved by the Board of Directors.
 
           2. For purposes of this Article NINTH:
 
           (a) The terms "Affiliate" and "Associate" shall have the meanings
ascribed to them in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
 
 
                                       17
<PAGE>
           (b) The term "Beneficial Owner" shall mean any Person (as defined
below) which beneficially owns (within the meaning of Rule 13d-3 of the General
Rules and Regulations under the Exchange Act) any Voting Securities or who has
the right to acquire any such beneficial ownership (whether or not such right is
exercisable immediately, with the passage of time or subject to any condition),
including any right to acquire pursuant to any agreement, contract, arrangement
or understanding, or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise. A Person shall be deemed the Beneficial Owner
of all Voting Securities of which any Affiliate or Associate of such Person is
the Beneficial Owner.
 
           (c) The term "Equity Security" means an equity security of the
Corporation within the meaning ascribed to such term in Section 3(a)(11) of the
Exchange Act.
 
           (d) The term "Fair Market Value" means, in the case of any Equity
Security, the closing sale price on the trading day immediately preceding the
earlier of the date of any purchase or acquisition subject to Section 1 of this
Article NINTH and the date of any agreement in respect thereof (such earlier
date being referred to herein as the "Valuation Date") of a share of such Equity
Security on the principal United States securities exchange registered under the
Exchange Act on which such stock is listed; or, if such security is not listed
on any such exchange, the highest closing bid quotation with respect to a share
of such security on the Valuation Date on the National Association of Securities
Dealers, Inc. Automated Quotation System or any similar system then in use; or
if no such quotations are available, the fair market value of such security on
the Valuation Date as determined by the Board of Directors in good faith.
 
           (e) The term "Five Percent Holder" shall mean and include any Person
which, together with its Affiliates and Associates, is the Beneficial Owner of
an aggregate of five percent (5%) or more of the outstanding shares of Common
Stock or of the total voting power of all outstanding Voting Securities, and any
Affiliate or Associate of any such Person, provided that for purposes of this
Article NINTH, the term Five Percent Holder shall not include any trustee or
fiduciary when acting in such capacity with respect to any employee benefit plan
of the Corporation or a wholly owned subsidiary of the Corporation.
 
           (f) The term "Person" shall mean any individual, corporation, limited
liability company, partnership or other entity and shall include any group
comprised of any Person and any other Person with whom such Person or any
Affiliate or Associate of such Person has any agreement, arrangement or
understanding, directly or indirectly, for the purpose of acquiring, holding,
voting or disposing of Voting Securities, and each Person which is a member of
such group and any Affiliate or Associate of any such member.
 
           (g) The term "Voting Securities" shall mean all outstanding shares of
Common Stock and all other outstanding securities of the Corporation, if any,
which are then entitled to vote generally in the election of directors.
 
           (h) In any determination whether a Person is a Five Percent Holder
for purposes of this Article NINTH, the relevant class of securities outstanding
shall be deemed to comprise all such securities deemed owned by such Person and
its Affiliates and Associates through application of Section 2(b) of this
Article NINTH, but shall not include any other securities of such class which
may be issuable pursuant to any agreement, contract, arrangement or
understanding, or upon exercise of conversion rights, exchange rights, warrants
or options, or otherwise.
 
 
                                       18
<PAGE>
           3. The Board of Directors shall have the power to interpret all the
provisions of this Article NINTH and their application to a particular
transaction, including, without limitation, the power to determine (a) whether a
Person is a Five Percent Holder, (b) the number of shares of Voting Securities
or other Equity Securities of which any Person and its Affiliates and Associates
are the Beneficial Owners, (c) whether a Person is an Affiliate or Associate of
another, (d) subject to Section 2(d) of this Article NINTH, the Fair Market
Value of any Equity Security and whether a price is above such Fair Market Value
as of a given date, and (e) such other matters with respect to which a
determination is required under this Article NINTH. Any such determination made
by the Board of Directors shall be conclusive and binding to the fullest extent
permitted by law.
 
                                     TENTH:
 
                              AMENDMENTS AND REPEAL
                              ---------------------
 
           The Corporation reserves the right to amend this Certificate of
Incorporation in any manner permitted by the DGCL and all rights and powers
conferred upon stockholders, directors and officers herein are granted subject
to this reservation. Notwithstanding the foregoing, the provisions set forth in
Article FOURTH through Article ELEVENTH, inclusive, may not be repealed or
amended in any respect, and no other provision may be adopted, amended or
repealed which would have the effect of modifying or permitting the
circumvention of the provisions set forth in Article FOURTH through Article
ELEVENTH, inclusive, unless such action is approved by (i) the affirmative vote
or consent of a majority of the directors then serving on the Board of Directors
and (ii) the affirmative vote of the holders of not less than eighty percent
(80%) of the total voting power of all outstanding securities of the Corporation
then entitled to vote generally in the election of directors, voting together as
a single class.
 
                                    ELEVENTH:
 
                            COMPROMISE OR ARRANGEMENT
                            -------------------------
 
           Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
Section 291 of the DGCL or on the application of trustees in dissolution or of
any receiver or receivers appointed for this Corporation under Section 279 of
the DGCL, order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three fourths (3/4) in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
 
 
                                       19
<PAGE>
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
 
           IN WITNESS WHEREOF, the undersigned on behalf of Footstar, Inc. has
caused this Second Amended and Restated Certificate of Incorporation to be
executed on this 7th day of February, 2006, and certifies that provision for the
making of this Second Amended and Restated Certificate is contained in an order
of a court having jurisdiction of a proceeding under the Federal Bankruptcy
Code, 11 U.S.C.ss.101 et seq.
 
                                             Footstar, Inc.
 
 
                                             By: /s/ Maureen Richards
                                                --------------------------------
                                                Name:  Maureen Richards
                                                Title: Senior Vice President and
                                                       Secretary

 

 

                            CERTIFICATE OF AMENDMENT
                                       OF
                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 FOOTSTAR, INC.
 
           Footstar, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), hereby certifies as follows:
 
           1. The name of the Corporation is "Footstar, Inc." and the name under
which the Corporation was originally formed is "Footwear Group, Inc." The
original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on March 21, 1996.
 
           2. This Certificate of Amendment to the Corporation's Second Amended
and Restated Certificate of Incorporation was duly adopted in accordance with
the provisions of Sections 242 and 303 of the General Corporation Law of the
State of Delaware (the "DGCL") in order, among other things, to put into effect
and carry out the confirmation order entered by the United States Bankruptcy
Court for the Southern District of New York on January 27, 2006 (the
"Confirmation Date") in the reorganization proceeding styled In re Footstar,
Inc., et al., Case No. 04-22350, which confirmed the First Amended Joint Plan of
Reorganization of the Corporation dated December 5, 2005 ("Plan of
Reorganization"), and amends the provisions of the Corporation's Second Amended
and Restated Certificate of Incorporation as follows:
 
           3. Article ELEVENTH of the Corporation's Second Amended and Restated
Certificate of Incorporation is deleted in its entirety.
 
           IN WITNESS WHEREOF, the undersigned on behalf of Footstar, Inc. has
caused this Certificate of Amendment to be executed on this 7th day of February,
2006.
 
                                      Footstar, Inc.
 
 
                                      By: /s/ Maureen Richards
                                         ---------------------------------------
                                         Name:  Maureen Richards
                                         Title: Senior Vice President, General
                                                Counsel and Corporate Secretary