EXHIBIT 3.3(A)

FORM BCA 10.30 (rev. Dec. 2003)
ARTICLES OF AMENDMENT
Business Corporation Act

Jesse White, Secretary of State
Department of Business Services
Springfield, IL 62756
Telephone (217) 782 1832
http://www.cyberdriveillinois.com

Remit payment in the form of a
check or money order payable
to the Secretary of State.

___ File # 6030-359-2 Filing Fee: $50.00 Approved: KK.
- ------Submit in duplicate-----Type or Print clearly in black ink-----Do not write above this line.

1. CORPORATE NAME: Saks Distribution Centers, Inc.
(Note 1)

2. MANNER OF ADOPTION OF AMENDMENT:

The following amendment of the Articles of incorporation was adopted on
March 6, 2006 in the manner indicated below. ( "X" one box only)

[ ] By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;

(Note 2)

[ ] By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;

(Note 2)

[ ] By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of the amendment;

(Note 3)

[ ] By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;

(Note 4)

[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the

shareholders. A consent in writing has been signed by shareholders
having not less than the minimum number of votes required by statute
and by the articles of incorporation. Shareholders who have not
consented in writing have been given notice in accordance with Section
7.10;

(Notes 4 & 5)

[X] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.

(Note 5)

3. TEXT OF AMENDMENT:

a. When amendment effects a name change, insert the new corporate name
below. Use Page 2 for all other amendments.

Article I: The name of the corporation is:

Bon-Ton Distribution, Inc.

________________________________________________________________________________
(NEW NAME)

TEXT OF AMENDMENT

b. (If amendment affects the corporate purpose, the amended purpose is
required to beset forth in its entirety. If there is not sufficient
space to do so, add one or more sheets of this size.)

4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the number of issued shares
of that class, provided for or effected by this amendment, is as follows:
(If not applicable, insert "No change")

No change.

5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid in capital (Paid in capital replaces
the terms Stated Capital and Paid in Surplus and is equal to the total of
these accounts) is as follows: (If not applicable, insert "No change")

No change.

(b) The amount of paid in capital (Paid in Capital replaces the terms
Stated Capital and Paid in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (If not applicable,
insert "No change") (Note 6)

Before Amendment After Amendment
---------------- ---------------

Paid-in Capital $ No change $ No change

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused these articles to be signed by a
duly authorized officer who affirms, under penalties of perjury, that the
facts stated herein are true.

Dated March 6, 2006 Saks Distribution Centers, Inc.

/s/ JAMES H. BAIREUTHER
- -------------------------------------
(Any Authorized Officer's Signature)

James H. Baireuther, Senior VP and Chief Administrative Officer

7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.

If amendment is authorized by the directors pursuant to Section 10.10 and
there are no officers, then a majority of the directors or such directors
as may be designated by the board, must sign below, and type or print name
and title.

The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.

Dated ________________________
(Month & Day) (Year)

_____________________________________ ________________________________________

Form BCA-2.10 ARTICLES OF INCORPORATION
- ------------- -------------------------

(Rev. Jan. 1995) This space is for use by SUBMIT IN DUPLICATE!
Secretary of State
George H. Ryan This space for use by
Secretary of State Secretary of State
Department of Business Services
Springfield, IL 62756 Date _____________

Payment must be made by FILED Franchise Tax $______
certified check, cashier's JAN 15 1999 Filing Fee $______
check, Illinois C.P.A.'s check
or money order, payable to JESSE WHITE Approved _________
"Secretary of State." SECRETARY OF STATE

1. CORPORATE NAME: Saks Distribution Centers, Inc.

(The corporate name must contain the word "corporation", "company,"
"incorporated," "limited" or an abbreviation thereof.)

2. Initial Registered Agent: Illinois Corporation Service Company

Initial Registered Office: 700 S. Second Street
Springfield, IL 62704 Sangamon County

3. Purpose or purposes for which the corporation is organized:
(If not sufficient space to cover this point, add one or more sheets of
this size.)

The purpose for which the corporation is organized is to engage in any
lawful act or activity for which corporations may be organized to do
business under the Illinois Business Corporation Act.

4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

Per Value Number of Shares Number of Shares Consideration to be
Class per Share Authorized Proposed to be Issued Received Therefor
----- --------- ---------------- --------------------- -------------------

Common $0.01 100,000 1,000 $1,000.00
TOTAL = $1,000.00

Paragraph 2: The preferences, qualifications, limitations, restrictions and
special or relative rights in respect of the shares of each class are: (If
not sufficient space to cover this point, add one or more sheets of this
size.)

5. OPTIONAL: (a) Number of directors constituting the initial board of
directors of the corporation: 2.

(b) Names and address of the persons who are to serve as
directors until the first annual meeting of shareholders or
until their successors are elected and qualify:

Name Residential Address City, State, Zip
---- ------------------- ----------------

James A. Coggin 114 Meadowbrook North, Jackson, Mississippi 39211
Brian J. Martin 1448 Blenhiem Place Birmingham, Alabama 35213

6. OPTIONAL: (a) It is estimated that the value of all property to be owned
by the corporation for the following year wherever located
will be: $___________

(b) It is estimated that the value of the property to be located
within the State of Illinois during the following year will
be: $___________

(c) It is estimated that the gross amount of business that will
be transacted by the corporation during the following year
will be: $___________

(d) It is estimated that the gross amount of business that will
be transacted from places of business in the State of
Illinois during the following year will be: $___________

7. OPTIONAL: OTHER PROVISIONS: See attached page

Attach a separate sheet of this size for any other provision to
be included in the Articles of Incorporation, e.g., authorizing
preemptive rights, denying cumulative voting, regulating internal
affairs, voting majority requirements, fixing a duration other
than perpetual, etc.

8. NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.

Dated January 13, 1999

Signature and Name Address
------------------ -------

1. /s/ DOMINIC C. MAZZONE 1. Alston & Bird LLP, 1201 West
-------------------------------- Peachtree St.
Dominic C. Mazzone Atlanta, Georgia 30309-3424

2. 2.
-------------------------------- -----------------------------------
Signature Street

-------------------------------- -----------------------------------
(Type or Print Name) City/Town State Zip Code

3. 3.
-------------------------------- -----------------------------------
Signature Street

-------------------------------- -----------------------------------
(Type or Print Name) City/Town State Zip Code

(Signatures must be in BLACK INK on original document. Carbon copy, photocopy or
rubber stamp signatures may only be used on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
president or vice president and verified by him, and attested by its secretary
or assistant secretary.

FEE SCHEDULE

- - The initial franchise tax is assessed at the rate of 15/100 of 1 percent
($1.50 per $1,000) on the paid-in capital represented in this state, with a
minimum of $25.

- - The filing fee is $75.

- - The minimum total due (franchise tax + filing fee) is $100. (Applies when
the Consideration to be Received as set forth in Item 4 does not exceed
$16,667)

- - The Department of Business Services in Springfield will provide assistance
in calculating the total fees if necessary.

Illinois Secretary of State Springfield, IL 62756
Department of Business Services Telephone (217) 782-9523

ATTACHMENT
TO
ARTICLES OF INCORPORATION
OF
SAKS DISTRIBUTION CENTERS, INC.

7. OPTIONAL: OTHER PROVISIONS: Limitation of Director Liability

7.1 A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except liability (i) for any breach of the director's duty
of loyalty to the corporation or its shareholders, (ii) for acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, (iii) of the types set forth in Section 8.65 of the Illinois Business
Corporation Act, or (iv) for any transactions from which the director derived an
improper personal benefit.

7.2 Any repeal or modification of the provisions of this Article by the
shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification.

7.3 If the Illinois Business Corporation Act is hereafter amended to
authorize the further elimination or limitation of the personal liability of
directors, then the liability of a director of the corporation, in addition to
the limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the Illinois Business Corporation Act, as so
amended.

7.4 In the event that any of the provisions of this Article (including any
provision within a single sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining, provisions are
severable and shall remain enforceable to the fullest extent permitted by law.

File # 6030-359-2

Form BCA-5.10
NFP-105.10
(Rev. Jan. 2003)

Jesse White
Secretary of State
Department of Business Services SUBMIT IN DUPLICATE
Springfield, IL 62756 This space for use by
Telephone (217) 782-3647 Secretary of State
www.cyberdriveillinois.com
Date October 31, 2003
STATEMENT OF CHANGE OF
REGISTERED AGENT AND/OR Filing Fee $5
REGISTERED OFFICE FILED
OCT 31 2003 Approved: ___________
JESSE WHITE
SECRETARY OF STATE Remit payment in check or
money order, payable to
"Secretary of State"

Type or print in black ink only.
See reverse side for signature(s).

1. CORPORATE NAME: Saks Distribution Centers, Inc.

2. STATE OR COUNTRY OF INCORPORATION: IL

3. Name and address of the registered agent and registered office as they
appear on the records of the office of the Secretary of State (before
change):

Registered Agent Illinois Corporation Service Company

Registered Office 700 South Second Street
Springfield, IL 62704 Sangamon County

4. Name and address of the registered agent and registered office shall be
(alter all changes herein reported):

Registered Agent Illinois Corporation Service Company

Registered Office 801 Adlai Stevenson Drive
Springfield, IL 62703 Sangamon County

5. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.

6. The above change was authorized by: ("X" one box only)

a. [ ] By resolution duly adopted by the board of directors. (Note 5)

b. [X] By action of the registered agent. (Note 6)

7. (if authorized by the board of directors, sign here. See Note 5)

The undersigned corporation has caused this statement to be signed by a
duly authorized officer who affirms, under penalties of perjury, that the facts
stated herein are true.

Dated _______________________, ______ ________________________________________
(Month & Day) (Year) (Exact Name of Corporation)

- -------------------------------------
(Any Authorized Officer's Signature)

- -------------------------------------
(Type or Print Name and Title)

(If change of registered office by registered agent, sign here. See Note 6)

The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.

Dated October 31, 2003 /s/ MARK ROSSER
(Month & Day) (Year) ----------------------------------------
(Signature of Registered Agent of
Record)
Illinois Corporation Service Company
Mark Rosser, Vice President

NOTES

1. The registered office may, but need not be the same as the principal office
of the corporation. However, the registered office and the office address
of the registered agent must be the same.

2. The registered office must include a street or road address; a post office
box number alone is not acceptable.

3. A corporation cannot act as its own registered agent.

4. If the registered office is changed from one county to another, then the
corporation must file with the recorder of deeds of the new county a
certified copy of the articles of incorporation and a certified copy of the
statement of change of registered office. Such certified copies may be
obtained ONLY from the Secretary of State.

5. Any change of registered agent must be by resolution adopted by the board
of directors. This statement must then be signed by a duly authorized
officer.

6. The registered agent may report a change of the registered office of the
corporation for which he or she is registered agent. When the agent reports
such a change, this statement must be signed by the registered agent.