CERTIFICATE OF MERGER OF SHOE CARNIVAL, INC. INTO SCI INDIANA, INC. (UNDER SECTION 252 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE) (1) The name and state of incorporation of each of the constituent corporations are: (a) Shoe Carnival, Inc., a Delaware corporation; and (b) SCI Indiana, Inc., an Indiana corporation. (2) A Plan and Agreement of Merger has been approved, adopted, certified, executed and acknowledged by SCI Indiana, Inc. and by Shoe Carnival, Inc. in accordance with the provisions of subsection (c) of Section 252 of the General Corporation Law of the State of Delaware. (3) The name of SCI Indiana, Inc., the surviving corporation, will be changed to Shoe Carnival, Inc. as a result of the merger. (4) The restated articles of incorporation of the surviving corporation in the form attached to the Plan and Agreement of Merger shall be the articles of incorporation of the surviving corporation. (5) The surviving corporation is a corporation of the State of Indiana. (6) The executed Plan and Agreement of Merger is on file at the principal place of business of SCI Indiana, Inc. at 8233 Baumgart Road, Evansville, Indiana. (7) A copy of the Plan and Agreement of Merger will be furnished by SCI Indiana, Inc. on request and without cost, to any stockholder of Shoe Carnival, Inc. or SCI Indiana, Inc. (8) SCI Indiana, Inc. hereby agrees that it may be served with process in Delaware in any proceeding for enforcement of any obligation of Shoe Carnival, Inc., as well as for enforcement of any obligation of SCI Indiana, Inc. arising from the merger, including any suit or other proceeding to enforce the right of any stockholders as determined in appraisal proceedings pursuant to 8 Del. C. Sec. 262, and SCI Indiana, Inc. 13 hereby irrevocably appoints the Secretary of State of the State of Delaware as its agent to accept service or process in any such suit or other proceedings and a copy of such process shall be mailed by the Secretary to SCI Indiana, Inc. at the following address: 8233 Baumgart Road Evansville, IN 47711 ATTN: Corporate Secretary IN WITNESS WHEREOF, SCI Indiana, Inc. has caused this certificate to be signed by Mark L. Lemond, its Executive Vice President- Chief Operating Officer and Chief Financial Officer, and attested by its Secretary, on the 15th day of July, 1996. SCI INDIANA, INC. By: /s/ Mark L. Lemond --------------------------- Mark L. Lemond, Executive Vice President- Chief Operating Officer and Chief Financial Officer ATTEST: By: /s/ David A. Kapp ------------------------ David A. Kapp, Secretary 14