<Page>
Exhibit 3.11
DELAWARE
PAGE 1
THE FIRST STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "ECKERD CORPORATION" AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE THIRTY-FIRST DAY OF OCTOBER, A.D.
1996, AT 12 O'CLOCK P.M.
CERTIFICATE OF MERGER, CHANGING ITS NAME FROM "OMEGA ACQUISITION
CORPORATION" TO "ECKERD CORPORATION", FILED THE TWENTY-SEVENTH DAY OF FEBRUARY,
A.D. 1997, AT 2:35 O'CLOCK P.M.
CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SEVENTH DAY OF FEBRUARY, A.D.
1997, AT 2:40 O'CLOCK P.M.
CERTIFICATE OF MERGER, FILED THE SEVENTEENTH DAY OF DECEMBER, A.D. 1998, AT
11:30 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 1998.
CERTIFICATE OF OWNERSHIP, FILED THE TWENTIETH DAY OF DECEMBER, A.D. 1999,
AT 2:30 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
/s/ Harriet Smith Windsor
-----------------------------------------
Harriet Smith Windsor, Secretary of State
2679011 8100H [SEAL] AUTHENTICATION: 3256327
040546835
DATE: 07-27-04
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PAGE 2
THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE THIRTY-FIRST DAY OF DECEMBER, A.D.
1999.
CERTIFICATE OF OWNERSHIP, FILED THE TWENTY-SEVENTH DAY OF JANUARY, A.D.
2000, AT 2:30 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF OWNERSHIP IS THE TWENTY-NINTH DAY OF JANUARY, A.D. 2000.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
2679011 8100H AUTHENTICATION: 3256327
040546835
DATE: 07-27-04
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 10/31/1996
960317476 - 2679011
CERTIFICATE OF INCORPORATION
OF
OMEGA ACQUISITION CORPORATION
FIRST. The name of the Corporation is Omega Acquisition Corporation.
SECOND. The address of its registered office in the State of Delaware
is 1209 Orange Street, City of Wilmington, County of New Castle, State of
Delaware. The name of the registered agent of the corporation at such address is
the Corporation Trust Company.
THIRD. The nature of the business to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
FOURTH. The total number of shares of stock which the Corporation
shall have authority to issue is One Thousand (1,000) shares of common stock;
each such share shall have a par value of $.01.
FIFTH. The name and mailing address of each incorporator is as
follows:
<Table>
<Caption>
NAME ADDRESS
---- -------
Cory A. Wolfe c/o Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
</Table>
SIXTH. The Corporation is to have perpetual existence.
SEVENTH. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter or
repeal the By-Laws of the Corporation.
EIGHTH. Meetings of stockholders may be held within or without the
state of Delaware as the By-Laws may provide. The books of the Corporation may
be kept (subject to any provisions contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-Laws of the Corporation. Elections of
Directors need not be by written ballot unless the By-Laws of the Corporation
shall so provide.
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NINTH. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereinafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
TENTH. To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.
ELEVENTH The Corporation shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to, or testifies in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative in nature, by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permitted by law, and the Corporation may adopt By-laws or enter
into agreements with any such person for the purpose of providing for such
indemnification.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Incorporation on this 3lst day of October, 1996.
/s/ Cory A. Wolfe
-----------------
Cory A. Wolfe
Sole Incorporator
2
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:35 PM 02/27/1997
971065711 - 2679011
CERTIFICATE OF MERGER
MERGING
ECKERD CORPORATION
INTO
OMEGA ACQUISITION CORPORATION
UNDER SECTION 251 OF THE
GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
Pursuant to Section 251(c) of the General Corporation Law of the State
of Delaware, Omega Acquisition Corporation, a Delaware corporation ("Omega"), a
wholly owned subsidiary of J. C. Penney Company, Inc., a Delaware corporation
("JCPenney"), hereby certifies the following information relating to the merger
of Eckerd Corporation, a Delaware corporation ("Eckerd"), with and into Omega
(the "Merger").
1. The names and states of incorporation of Omega and Eckerd, which
are the constituent corporations in the Merger (the "Constituent Corporations"),
are:
<Table>
<Caption>
NAME STATE
---- -----
Omega Acquisition Corporation Delaware
Eckerd Corporation Delaware
</Table>
2. The Amended and Restated Agreement and Plan of Merger, dated as of
November 2, 1996, as amended as of February 25, 1997 (the "Merger Agreement"),
among JCPenney, Omega and Eckerd, setting forth the terms and conditions of the
Merger, has been approved, adopted, certified, executed and acknowledged by each
of the Constituent Corporations in accordance with the provisions of Section 251
of the General Corporation Law of the State of Delaware.
3. The corporation surviving the Merger shall be Omega (the "Surviving
Corporation") and shall be known as "Eckerd Corporation."
4. The Certificate of Incorporation of Omega shall be the Certificate
of Incorporation of the Surviving Corporation except that the text of Article
First thereof shall be amended to read as follows:
"FIRST. The name of the Corporation is Eckerd Corporation."
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5. The executed Merger Agreement is on file at the principal place of
business of the Surviving Corporation at 6501 Legacy Drive, Plano, Texas 75024.
6. A copy of the Merger Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of either of the
Constituent Corporations.
IN WITNESS WHEREOF, Omega has caused this Certificate of Merger to be
executed on the 25th day of February, 1997.
OMEGA ACQUISITION CORPORATION
By: /s/ D. A. McKay
---------------------------
Name: D. A. McKay
Title: President
2
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:40 PM 02/27/1997
971065878 - 2679011
FIRST AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ECKERD CORPORATION
This First Amendment to Certificate of Incorporation of Eckerd Corporation,
a Delaware corporation (the "Corporation"), has been duly adopted, approved and
prepared for filing in the State of Delaware in accordance with the provisions
of Section 242 of the Delaware General Corporation Law.
FIRST: The original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on October 31, 1996.
SECOND: Article ELEVENTH of said Certificate of Incorporation is hereby
amended as follows:
1. Article ELEVENTH of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:
ELEVENTH. 1. The Corporation shall indemnify its directors and officers to
the fullest extent authorized or permitted by law, as now or hereafter in
effect, and such right to indemnification shall continue as to a person who has
ceased to be a director or officer of the Corporation and shall inure to the
benefit of his or her heirs, executors and personal and legal representatives.
The right to indemnification conferred in this Article ELEVENTH shall include
the right to be paid by this Corporation the expenses incurred in defending or
otherwise participating in any proceeding in advance of its final disposition.
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2. The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation who are not directors or
officers similar to those conferred in this Article ELEVENTH to directors and
officers of the Corporation.
3. The rights to indemnification and to the advancement of expenses conferred
in this Article ELEVENTH shall not be exclusive of any other right which any
person may have or hereafter acquire under this Certificate of Incorporation,
the Bylaws, any statute, agreement, vote of stockholders or disinterested
directors, or otherwise.
4. Any repeal or modification of this Article ELEVENTH by the stockholders of
the Corporation shall not adversely affect any rights to indemnification and
advancement of expenses of a director or officer of the Corporation existing at
the time of such repeal or modification with respect to any acts or omissions
occurring prior to such repeal or modification.
IN WITNESS WHEREOF, the undersigned has executed this amendment as of the
25th day of February, 1997.
By:/s/ D. A. McKay
-----------------------------
Name: D. A. McKay
Title: President
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:30 AM 12/17/1998
981488173 - 2679011
CERTIFICATE OF MERGER
MERGING
FAY'S INCORPORATED
INTO
ECKERD CORPORATION
(UNDER SECTION 252 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE)
ECKERD CORPORATION hereby certifies that:
(1) The name and state of incorporation of each of the constituent
corporations are:
(a) Fay's Incorporated, a New York corporation; and
(b) Eckerd Corporation, a Delaware corporation.
(2) An Agreement and Plan of Merger has been approved, adopted, certified,
executed and acknowledged by Fay's Incorporated and by Eckerd Corporation 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 the surviving corporation is Eckerd Corporation. The
merger shall be effective at 11:59 p.m. Eastern Time on December 31, 1998.
(4) The certificate of incorporation of Eckerd Corporation shall be the
certificate of incorporation of the surviving corporation.
(5) The surviving corporation is a Delaware corporation.
(6) The executed Agreement and Plan of Merger is on file at the principal
place of business of Eckerd Corporation at 8333 Bryan Dairy Road, Largo, Florida
33777.
(7) A copy of the Agreement and Plan of Merger will be furnished by Eckerd
Corporation, on request and without cost, to any stockholder of Fay's
Incorporated or Eckerd Corporation.
(8) The authorized capital stock of Fay's Incorporated is 1,000 shares of
Common Stock, $1.00 par value.
IN WITNESS WHEREOF, Eckerd Corporation has caused this certificate to be
signed by Francis A. Newman, its President, and attested by Robert E. Lewis, its
Secretary, on the 15th day of December, 1998.
ECKERD CORPORATION
By:/s/ Francis A. Newman
--------------------------
Name: Francis A. Newman
Its: President
ATTEST:
BY:/s/ Robert E. Lewis
-----------------------
Name: Robert E. Lewis
Its: Secretary
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:30 PM 12/20/1999
991549675 - 2679011
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
ECKERD HOLDINGS II, INC.
INTO
ECKERD CORPORATION
(UNDER SECTION 253 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE)
ECKERD CORPORATION, a Delaware corporation (the "Corporation"), hereby
certifies that:
(1) The Corporation is incorporated pursuant to the General Corporation
Law of the State of Delaware.
(2) The Corporation owns all of the outstanding shares of each class of
the capital stock of Eckerd Holdings II, Inc., a Delaware corporation.
(3) The Corporation, by the following resolutions of its Board of
Directors, duly adopted on December 1, 1999, determined to merge into itself
Eckerd Holdings II, Inc. on the conditions set forth in such resolutions.
RESOLVED: That Eckerd Corporation merge into itself its subsidiary,
Eckerd Holdings II, Inc., and assume all of said subsidiary's liabilities
and obligations effective as of 11:59 p.m. Eastern Time on December 31,
1999; and
FURTHER RESOLVED: That the President and the Secretary of Eckerd
Corporation be and they hereby are directed to make, execute and
acknowledge a certificate of ownership and merger setting forth a copy of
the resolution to merge said Eckerd Holdings II, Inc. into Eckerd
Corporation and to assume said subsidiary's liabilities and obligations and
the date of adoption thereof and to file the same in the office of the
Secretary of State of Delaware and a certified copy thereof in the Office
of the Recorder of Deeds of New Castle County.
IN WITNESS WHEREOF, Eckerd Corporation has caused this certificate to be
signed by Francis A. Newman, its President, and Robert E. Lewis, its Secretary,
this 10th day of December, 1999.
ECKERD CORPORATION
By:/s/ Francis A. Newman
---------------------------------
Francis A. Newman, President
ATTEST:
BY:/s/ Robert E. Lewis
---------------------------------
Robert E. Lewis, Secretary
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:30 PM 01/27/2000
001043894 - 2679011
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
ECKERD'S WESTBANK, INC.
INTO
ECKERD CORPORATION
(UNDER SECTION 253 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE)
ECKERD CORPORATION, a Delaware corporation (the "Corporation"), hereby
certifies that:
(1) The Corporation is incorporated pursuant to the General Corporation
Law of the State of Delaware.
(2) The Corporation owns all of the outstanding shares of each class of
the capital stock of Eckerd's Westbank, Inc., a Louisiana corporation.
(3) The Corporation, by the following resolutions of its Board of
Directors, duly adopted on January 26, 2000, determined to merge into itself
Eckerd's Westbank, Inc. on the conditions set forth in such resolutions.
RESOLVED: That Eckerd Corporation merge into itself its subsidiary,
Eckerd's Westbank, Inc., and assume all of said subsidiary's liabilities
and obligations effective as of 11:59 p.m. Eastern Time on January 29,
2000; and
FURTHER RESOLVED: That the President and the Secretary of Eckerd
Corporation be and they hereby are directed to make, execute and
acknowledge a certificate of ownership and merger setting forth a copy of
the resolution to merge said Eckerd's Westbank, Inc. into Eckerd
Corporation and to assume said subsidiary's liabilities and obligations and
the date of adoption thereof and to file the same in the office of the
Secretary of State of Louisiana, the Secretary of State of Delaware and a
certified copy thereof in the Office of the Recorder of Deeds of New Castle
County.
IN WITNESS WHEREOF, Eckerd Corporation has caused this certificate to be
signed by Francis A. Newman, its President, and Robert E. Lewis, its Secretary,
this 26 day of January, 2000.
ECKERD CORPORATION
By:/s/ Francis A. Newman
---------------------------------
Francis A. Newman, President
ATTEST:
BY:/s/ Robert E. Lewis
---------------------------------
Robert E. Lewis, Secretary