RESTATED ARTICLES OF INCORPORATION
                                       OF
                              STARBUCKS CORPORATION
 
     Pursuant to RCW 23B10.070, the following Restated Articles of Incorporation
are hereby submitted for filing.
 
                                 ARTICLE 1. NAME
 
     The name of the corporation is Starbucks Corporation.
 
                               ARTICLE 2. DURATION
 
     The period of the corporation's duration is perpetual.
 
                               ARTICLE 3. PURPOSES
 
     The corporation is organized for the purposes of transacting any and all
business for which corporations may be incorporated under Title 23B of the
Revised Code of Washington, as amended, including, but not limited to,
establishing and operating retail coffee and espresso bars in the State of
Washington and in other states.
 
                                ARTICLE 4. SHARES
 
     The corporation shall have authority to issue 1,207,500,000 shares of
capital stock, of which 1,200,000,000 shares will be common stock, and,
7,500,000 shares will be preferred stock.
 
     4.1 Common Stock. The corporation shall have authority to issue up to
1,200,000,000 shares of common stock, $0.001 par value per share.
 
     4.2 Preferred Stock. The corporation shall have authority to issue up to
7,500,000 shares of preferred stock, $0.001 par value per share. The Board of
Directors shall have all rights afforded by applicable law to establish series
of said preferred shares, the rights and preferences of each such series to be
set forth in appropriate resolutions of the Board of Directors.
 
                              ARTICLE 5. DIRECTORS
 
     5.1 Number of Directors. The number of directors of the corporation shall
be fixed in the Bylaws and may be increased or decreased from time to time in
the manner specified therein.
 
<PAGE>
 
     5.2 Terms of Directors. Beginning with the corporation's annual meeting of
shareholders to be held in 2007, the directors shall be elected for terms
lasting until the next annual meeting of shareholders following their election,
and until their successors are elected and qualified, subject to their earlier
death, resignation or removal from the Board of Directors.
 
                          ARTICLE 6. PREEMPTIVE RIGHTS
 
     6.1 Common Stock. Shareholders of the Common Stock of the corporation shall
not have preemptive rights to acquire shares of stock or securities convertible
into shares of stock issued by the corporation.
 
     6.2 Preferred Stock. Holders of Preferred Stock shall have preemptive
rights subject to the rights and preferences as described under Article 4 of
these Articles of Incorporation.
 
                          ARTICLE 7. CUMULATIVE VOTING
 
     Shareholders of the corporation shall not have the right to cumulate votes
in the election of directors.
 
               ARTICLE 8. AMENDMENTS OF ARTICLES OF INCORPORATION
 
     The corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, in the manner now or hereafter
prescribed by law. All rights and powers conferred herein on shareholders and
directors are subject to this reserved power.
 
                   ARTICLE 9. LIMITATION OF DIRECTOR LIABILITY
 
     To the full extent that the Washington Business Corporation Act, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors, a director of the corporation shall
not be liable to the corporation or its shareholders for monetary damages for
his or her acts or omissions as a director. Any amendment to or repeal of this
Article 9 shall not adversely affect any right or protection of a director of
the corporation for or with respect to any acts or omissions occurring prior to
such amendment or repeal.
 
     The undersigned, as Secretary of Starbucks Corporation, executes these
Amended and Restated Articles of Incorporation this 8th day of February, 2006.
 
                                        STARBUCKS CORPORATION
 
 
                                        /s/ Paula E. Boggs
                                        ----------------------------------------
                                        Paula E. Boggs,
                                        executive vice president, general
                                        counsel and secretary
 
<PAGE>
 
                       OFFICER'S CERTIFICATE ACCOMPANYING
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                              STARBUCKS CORPORATION
 
     The Restated Articles of Incorporation do not contain an amendment to the
Articles of Incorporation.
 
     Dated: February 8, 2006
 
                                        STARBUCKS CORPORATION
 
 
                                        /s/ Paula E. Boggs
                                        ----------------------------------------
                                        Paula E. Boggs,
                                        executive vice president, general
                                        counsel and secretary