AMENDED AND RESTATED
               ARTICLES OF INCORPORATION
                          OF
                   NEW SHOPKO, INC.
     
     These Amended and Restated Articles of
Incorporation shall supersede and replace the
heretofore existing Articles of Incorporation of New
Shopko, Inc., a Wisconsin corporation (the
"Corporation"), organized under the Wisconsin Business
Corporation Law:
     
                           
                       ARTICLE I
                           
                         NAME
                           
     The name of the Corporation is New ShopKo, Inc.
     
                      ARTICLE II
                           
                       PURPOSES
     
     The Corporation is authorized to engage in any
lawful activity for which corporations may be organized
under the Wisconsin Business Corporation Law and any
successor provisions.
                           
                      ARTICLE III
                           
                     CAPITAL STOCK
     
     The aggregate number of shares which the
Corporation shall have the authority to issue, the
designation of each class of shares, the authorized
number of shares of each class and the par value
thereof per share shall be as follows:
     
                                                   
Designation of                         Par Value    Authorized
        Class                          Per Share   Number of
                                                   Shares
Common Stock                            $.01       75,000,000
Preferred Stock                         $.01       20,000,000
     
     The preferences, limitations and relative rights
of shares of each class and series thereof, if any, and
the authority of the Board of Directors of the
Corporation to create and to designate series of
Preferred Stock and to determine the preferences,
limitations and relative rights as between series shall
be as follows:
     
     A. Common Stock.
     
          1.  Voting. Except as otherwise provided by
     law and except as may be determined by the Board
     of Directors of the Corporation with respect to
     shares of Preferred Stock as provided in Section
     B, below, only the holders of shares of Common
     Stock shall be entitled to vote for the election
     of directors of the Corporation and for all other
     corporate purposes. Except as otherwise provided
     by law, upon any such vote, each holder of Common
     Stock shall be entitled to one vote for each share
     of Common Stock held of record by such
     shareholder.
     
          2.  Dividends.  Subject to the provisions of
     paragraph (2) of Section B, below, the holders of
     Common Stock shall be entitled to receive such
     dividends as may be declared thereon from time to
     time by the Board of Directors of the Corporation,
     in its discretion, out of any funds of the
     Corporation at the time legally available for
     payment of dividends.
     
          3.  Liquidation.  In the event of the
     voluntary or involuntary dissolution, liquidation
     or winding up of the Corporation, after there have
     been paid to or set aside for the holders of
     shares of Preferred Stock the full preferential
     amounts, if any, to which they are entitled as
     provided in paragraph (3) of Section B, below, the
     holders of outstanding shares of Common Stock
     shall be entitled to share ratably, according to
     the number of shares held by each, in the
     remaining assets of the Corporation available for
     distribution.
          
     B.  Preferred Stock.
     
          1.  Series and Variations Between Series. The
     Board of Directors of the Corporation is
     authorized, to the full extent permitted under the
     Wisconsin Business Corporation Law and the
     provisions of this Section B, to provide for the
     issuance of the Preferred Stock in one or more
     series, each of such series to be distinctively
     designated, and to have such voting rights,
     redemption or conversion rights, dividend or
     distribution rights, preferences with respect to
     dividends or distributions, or other preferences,
     limitations or relative rights as shall be
     provided by the Board of Directors of the
     Corporation consistent with the provisions of the
     Wisconsin Business Corporation Law and this
     Article III.  The Board of Directors of the
     Corporation, unless otherwise provided when the
     series is established, may increase or decrease
     the number of shares of any series, provided that
     the number of shares of any series shall not be
     reduced below the number of shares then
     outstanding.
     
          2.  Dividends.  Before any dividends (other
     than a dividend payable solely in Common Stock)
     shall be paid or set apart for payment upon shares
     of Common Stock, the holders of each series of
     Preferred Stock shall be entitled to receive
     dividends at the rate (which may be fixed or
     variable) and at such times as specified in the
     particular series, if any.  The holders of shares
     of Preferred Stock shall have no rights to
     participate with the holders of shares of Common
     Stock in any dividends in excess of the
     preferential dividends, if any, fixed for such
     Preferred Stock.
          
          3.  Liquidation.  In the event of
     liquidation, dissolution or winding up (whether
     voluntary or involuntary) of the Corporation, the
     holders of shares of Preferred Stock shall be
     entitled to be paid the full amount payable on
     such shares upon the liquidation, dissolution or
     winding up of the Corporation fixed by the Board
     of Directors with respect to such shares, if any,
     before any amount shall be paid to the holders of
     the Common Stock.
          
     C.  Designation of Series B Preferred Stock.  A
series of Preferred Stock is hereby created and is
designated as the "Series B Junior Participating
Preferred Stock" (the "Series B Preferred Stock") and
the number of shares constituting the Series B
Preferred Stock shall be 100,000.  Such number of
shares of Series B Preferred Stock may be increased or
decreased by resolution of the Board of Directors of
the Corporation; provided, however, that no decrease
shall reduce the number of shares of Series B Preferred
Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options,
rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation
convertible into Series B Preferred Stock. The
preferences, limitations and relative rights of the
Series B Preferred Stock shall be as set forth on the
attachment hereto entitled "Preferences, Limitations
and Relative Rights of the Series B Junior
Participating Preferred Stock."
                           
                      ARTICLE IV
                           
                  BOARD OF DIRECTORS
     
     A.  Number.  The number of directors (exclusive of
directors, if any, elected by the holders of one or
more series of Preferred Stock, voting separately as a
series pursuant to the provision of these Articles of
Incorporation applicable thereto) shall not be less
than one (1) nor more than fifteen (15) directors, the
exact number of directors to be determined from time to
time by resolution adopted by the affirmative vote of a
majority of the entire Board of Directors then in
office.
     
     B.  Classification of Board.  The directors shall
be divided into three classes, designated Class I,
Class II and Class III, and the term of office of
directors of each class shall be three years. Each
class shall consist, as nearly as possible, of
one-third of the total number of directors constituting
the entire Board of Directors.  If the number of
directors is changed by resolution of the Board of
Directors pursuant to this Article IV, any increase or
decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as
nearly equal as possible, but in no case shall a
decrease in the number of directors shorten the term of
any incumbent director.
     
     C.  Tenure and Vacancies.  A director shall hold
office until the annual meeting for the year in which
his or her term expires and until his or her successor
shall be elected and shall qualify. Any newly created
directorship resulting from an increase in the number
of directors and any other vacancy on the Board of
Directors, however caused, shall be filled by the vote
of a majority of the directors then in office, although
less than a quorum, or by a sole remaining director.
Any director so elected to fill any vacancy on the
Board of Directors, including a vacancy created by an
increase in the number of directors, shall hold office
for the remaining term of directors of the class to
which he or she has been elected and until his or her
successor shall be elected and shall qualify.
     
     D.  Removal of Directors.  Exclusive of directors,
if any, elected by the holders of one or more classes
or series of Preferred Stock, no director of the
Corporation may be removed from office, except for
Cause and by the affirmative vote of not less than 75%
of the outstanding shares of capital stock of the
Corporation entitled to vote at a meeting of
shareholders duly called for such purpose. As used in
this Article IV, the term "Cause" shall mean solely
malfeasance arising from the performance of a
director's duties which has a materially adverse effect
on the business of the Corporation.
     
     E.  Nominations of Directors.  No person, except
those nominated by or at the direction of the Board of
Directors, shall be eligible for election as a director
at any annual or special meeting of shareholders unless
a written request, in the form established by the
Corporation's By-laws, that a person's name be placed
in nomination is received from a shareholder of record
by the Secretary of the Corporation, together with the
written consent of such person to serve as a director,
(i) with respect to an election held at an annual
meeting of shareholders, not less than one hundred
twenty (120) days prior to the anniversary date of the
annual meeting of shareholders in the immediately
preceding year, or (ii) with respect to an election
held at a special meeting of shareholders for the
election of directors, not later than the close of
business on the eighth day following the date of the
earlier of public announcement or notice of such
meeting.
     
     F.  Amendment.  Notwithstanding any other
provisions of these Articles of Incorporation or
By-laws of the Corporation (and notwithstanding the
fact that a lesser percentage may be specified by law,
these Articles of Incorporation or the By-laws of the
Corporation), this Article IV may be amended, altered
or repealed only by the affirmative vote of the holders
of not less than 75% of the outstanding total shares of
stock of the Corporation entitled to vote at a meeting
of shareholders duly called for such purpose and by the
affirmative vote of the holders of not less than a
majority of the shares of each class or series, if any,
entitled to vote thereon at such meeting.
     
                       ARTICLE V
                           
                 BUSINESS COMBINATIONS
     
     A.  Special Vote for Certain Combinations.  Except
as otherwise expressly provided in Section B of this
Article V:
     
          (i)  any merger or consolidation of the
     Corporation with or into any other corporation;
          
          (ii) any sale, lease, exchange or other
     disposition of all or any substantial part of the
     assets of the Corporation to or with any other
     corporation, person or other entity; or
          
          (iii) the issuance or transfer of any
     securities of the Corporation by the Corporation
     to any other corporation, person or other entity
     in exchange for assets, cash or securities or a
     combination thereof (except assets, cash or
     securities or a combination thereof so acquired in
     a single transaction or a series of related
     transactions having an aggregate fair market value
     of less than $10,000,000);
          
     shall require the affirmative vote of the holders
     of
          
          (a)  at least 75% of the outstanding shares
      of capital stock of the Corporation entitled to
      vote generally in the election of directors,
      considered for the purposes of this Article V as
      one class, and
           
           (b)  at least a majority of the outstanding
      shares of capital stock of the Corporation which
      are not beneficially owned by such corporation,
      person or other entity,
      if as of the record date for the determination
      of shareholders entitled to notice thereof and
      to vote thereon, such other corporation, person
      or entity is the beneficial owner, directly or
      indirectly, of 5% or more of the outstanding
      shares of capital stock of the Corporation
      entitled to vote generally in the election of
      directors, considered for the purposes of this
      Article V as one class. Such affirmative vote
      shall be required notwithstanding the fact that
      no vote may be required, or that some lesser
      percentage may be specified by law or in any
      agreement with any national securities exchange
      or quotation system.
           
     B.  Special Vote Not Required.  The provisions of
this Article V shall not apply to any transaction
described in clauses (i), (ii), or (iii) of Section A
of this Article V, (a) with another corporation, person
or other entity if a majority of the outstanding equity
interests in such other corporation, person or other
entity considered for this purpose as one class is
owned of record or beneficially by the Corporation
and/or its subsidiaries; or (b) with another
corporation, person or other entity if the Board of
Directors of the Corporation shall by resolution have
approved a memorandum of understanding with such other
corporation, person or other entity with respect to and
substantially consistent with such transaction prior to
the time such other corporation, person or other entity
became the beneficial owner, directly or indirectly, of
5% or more of the outstanding shares of capital stock
of the Corporation entitled to vote generally in the
election of directors; or (c) with another corporation,
person or other entity pursuant to a public or private
offering of securities of the Corporation if such
public or private offering does not involve any merger
or consolidation of the Corporation with or into any
other corporation and such public or private offering
has been approved by the Board of Directors of the
Corporation.
     
     C.  Beneficial Ownership.  For the purposes of
this Article V, a corporation, person or other entity
shall be deemed to be the beneficial owner of any
shares of capital stock of the Corporation (i) which it
has the right to acquire pursuant to any agreement, or
upon exercise of conversion rights, warrants or
options, or otherwise, or (ii) which are beneficially
owned, directly or indirectly (including shares deemed
owned through application of clause (i) above), by any
other corporation, person or other entity (a) with
which it or its "affiliate" or "associate" (as defined
below) has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or
disposing of capital stock of the Corporation or (b)
which is its "affiliate" or "associate" as those terms
were defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934
as in effect on September 24, 1997.  For the purposes
of this Article V, the outstanding shares of any class
of capital stock of the Corporation shall include
shares deemed owned through the application of clauses
(i) and (ii) of this Section C but shall not include
any other shares which may be issuable pursuant to any
agreement, or upon exercise of conversion rights,
warrants or options, or otherwise.
     
     D.  Determination by Board of Directors.  The
Board of Directors of the Corporation shall have the
power and duty to determine for the purposes of this
Article V, on the basis of information then known to
it, whether (i) any corporation, person or other entity
beneficially owns, directly or indirectly, 5% or more
of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election
of directors, or is an "affiliate" or an "associate"
(as defined above) of another, (ii) any proposed sale,
lease, exchange or other disposition of part of the
assets of the Corporation involves a substantial part
of the assets of the Corporation, (iii) assets, cash or
securities, or a combination thereof, to be acquired in
exchange for securities of the Corporation, have an
aggregate fair market value of less than $10,000,000
and whether the same are proposed to be acquired in a
single transaction or a series of related transactions,
and (iv) the memorandum of understanding referred to
above is substantially consistent with the transaction
to which it relates.  Any such determination by the
Board shall be conclusive and binding for all purposes
of this Article V.
     
     E.  Amendment.  Notwithstanding any other
provisions of these Articles of Incorporation or
By-laws of the Corporation (and notwithstanding the
fact that a lesser percentage may be specified by law,
these Articles of Incorporation or the By-laws of the
Corporation), this Article V may be amended, altered or
repealed only by the affirmative vote of the holders of
not less than 75% of the outstanding total shares of
stock of the Corporation entitled to vote at a meeting
of shareholders duly called for such purpose and by the
affirmative vote of the holders of not less than a
majority of the shares of each class or series, if any,
entitled to vote thereon at such meeting.
     
                      ARTICLE VI
                           
                   PREEMPTIVE RIGHTS
     
     No holder of any shares of the Corporation shall
have any preemptive or subscription rights nor be
entitled, as of right, to purchase or subscribe for any
part of the unissued shares of the Corporation or of
any additional shares issued by reason of any increase
of authorized shares of the Corporation or other
securities whether or not convertible into shares of
the Corporation.
     
                      ARTICLE VII
                           
                    SHARE DIVIDENDS
     
     A dividend payable in shares of any class or
series of the Corporation may be paid in shares of any
other class or series.
     
                     ARTICLE VIII
                           
                  SHAREHOLDER ACTION
     
     The shareholders of the Corporation shall not be
entitled to take action without a meeting by less than
unanimous consent.
     
                      ARTICLE IX
                           
  AMENDMENT OF BY-LAWS AND ARTICLES OF INCORPORATION
                           
     A.   Amendment of By-Laws. Notwithstanding any
other provision of these Articles of Incorporation or
the Corporation's By-laws, the Corporation's By-laws
may be amended, altered or repealed, and new By-laws
may be enacted, only by the affirmative vote of the
holders of not less than 75% of the outstanding shares
of capital stock of the Corporation entitled to vote at
a meeting of shareholders duly called for such purpose
and by the affirmative vote of the holders of not less
than a majority of the shares of each class or series,
if any, entitled to vote thereon at such meeting, or by
a vote of not less than a majority of the entire Board
of Directors then in office.
 
     B.  Amendment of Articles of Incorporation.
Except as provided in Articles IV and V and this
Article IX, these Articles of Incorporation may be
amended, altered or repealed, and new Articles of
Incorporation may be enacted, only by the affirmative
vote of the holders of not less than a majority of the
outstanding total shares of stock of the Corporation
entitled to vote at a meeting of shareholders duly
called for such purpose and by the affirmative vote of
the holders of not less than a majority of the shares
of each class or series, if any, entitled to vote
thereon at such meeting; provided, however, that this
Article IX shall not limit the power of the
Corporation's Board of Directors to make certain
amendments to the Articles of Incorporation under
Chapter 180 of the Wisconsin Statutes and any successor
provisions without shareholder approval.
     
     C.  Amendment of this Article IX.
Notwithstanding any other provisions of these Articles
of Incorporation or By-laws of the Corporation (and
notwithstanding the fact that a lesser percentage may
be specified by law, these Articles of Incorporation or
the By-laws of the Corporation), this Article IX may be
amended, altered or repealed only by the affirmative
vote of the holders of not less than 75% of the
outstanding total shares of stock of the Corporation
entitled to vote at a meeting of shareholders duly
called for such purpose and by the affirmative vote of
the holders of not less than a majority of the shares
of each class or series, if any, entitled to vote
thereon at such meeting.
 
                       ARTICLE X
                           
                   REGISTERED OFFICE
     
     The address of the initial registered office of
the Corporation is 44 East Mifflin Street, Madison,
Wisconsin 53703. The name of its initial registered
agent at such address is CT Corporation System.
     
                      ARTICLE XI
     
     The name and address of the incorporator is
Randall J. Erickson, Godfrey & Kahn, S.C., 780 North
Water Street, Milwaukee, Wisconsin 53202.
     
     This instrument was drafted by:
     Randall J. Erickson
     Godfrey & Kahn, S.C.
     780 North Water Street
     Milwaukee, Wisconsin 53202