<Page>
Exhibit 3.19
PAGE 1
DELAWARE
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 "GENOVESE DRUG STORES, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE ELEVENTH DAY OF JUNE, A.D. 1986, AT
9 O'CLOCK A.M.
CERTIFICATE OF OWNERSHIP, FILED THE TWELFTH DAY OF SEPTEMBER, A.D. 1986, AT
9 O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE TWENTY-FOURTH DAY OF NOVEMBER, A.D.
1992, AT 9 O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SEVENTH DAY OF JUNE, A.D. 1995,
AT 9 O'CLOCK A.M.
RESTATED CERTIFICATE, FILED THE TWENTY-SEVENTH DAY OF JUNE, A.D. 1995, AT
9:05 O'CLOCK A.M.
CERTIFICATE OF MERGER, FILED THE FIRST DAY OF MARCH, A.D. 1999, AT 11:40
O'CLOCK A.M.
CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE ELEVENTH DAY OF
JANUARY, A.D. 2001, AT 12 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID
2093444 8100H
040546842
[SEAL] /s/ Harriet Smith Windsor
---------------------------------------------
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 3256338
DATE: 07-27-04
<Page>
PAGE 2
DELAWARE
THE FIRST STATE
CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
2093444 8100H
040546842
[SEAL] /s/ Harriet Smith Windsor
---------------------------------------------
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 3256338
DATE: 07-27-04
<Page>
9AM
FILED
JUN 11 1986
/s/ [ILLEGIBLE]
SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
GENOVESE DRUG STORES, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is:
GENOVESE DRUG STORES, INC.
SECOND: The address, including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 229 South
State Street, City of Dover, County of Kent; and the name of the registered
agent of the corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.
THIRD: The purpose for which it is to be formed are as follows, to
wit:
To manufacture, import, purchase, sell and deal in drugs, medicines,
paints, chemicals, oils, dyestuffs, glassware, toilet articles, fancy goods,
druggists sultries, perfumeries, surgical apparatus, physicians and hospital
supplies and general merchandise.
<Page>
To carry on the business of chemists, druggists, dry salters, oil and
colour men; importers and manufacturers of and dealers in pharmaceutical,
medicinal, chemical, industrial and other preparations and articles, compounds,
cements, oils, paints, pigments and varnishes, drugs, dyeware, paint and colour
grinders, makers, and dealers in proprietary articles of all kinds, and of
electrical, chemical, photographical, surgical and scientific apparatus and
materials.
To manufacture, buy, sell, import, export, trade and deal in all or
any kinds of surgical instruments and appliances and hospital supplies.
To manufacture, buy, sell, deal in and deal with candy, syrup and
confections of all kinds, and the raw materials from which they are made and
products made therefrom, and all like or kindred products; to manufacture and
prepare for market; to market and sell candy, syrups, confections and kindred
products; and all other articles or products whatsoever used in their
manufacture or composition; to acquire by purchase, manufacture or otherwise,
all materials, supplies and other articles necessary or convenient for use in
connection with and in carrying on the business herein mentioned or any part
thereof.
To manufacture, prepare for market, store, buy, sell, import, export,
distribute and otherwise deal and trade in cigars, cheroots, cigarettes, smoking
tobacco, chewing tobacco, snuff, and any and all other commodities into which
tobacco enters as a component part, and any and all materials or articles
required for or used or useful in connection with the purposes aforesaid.
To manufacture, buy, sell, import, export, prepare for market, trade
and deal in rubber sundries for the requirements of dealers in druggists'
specialties and dealers in surgical and dental supplies and accessories.
To manufacture, buy, sell, import, export, prepare for market, trade
and deal in water bottles, syringes, rubber sponges and druggists' rubber
sundries of any or all kinds, including hospital and nursery articles, wholly or
partly composed of rubber.
-2-
<Page>
To carry on the business of manufacturers of and dealers in soaps,
candles, glycerine, perfumes and toilet preparations; to buy, own, use, occupy,
manage, lease and buy, sell, manufacture, refine, import, export, prepare and
deal in all kinds of oils, greases and oleaginous and saponaceous substances;
and all kinds of ungents.
To purchase, lease or otherwise acquire, work, operate, sell and deal
in mineral lands containing silica, magnesia and other minerals; to construct,
purchase, lease or otherwise acquire, alter, improve, repair, equip, operate,
sell or otherwise dispose of mills and refineries for the production of talc and
other mineral compounds; to manufacture, prepare for market, buy, sell, import,
export, trade and deal in talc for the use and requirements of manufacturers of
paper, mechanical rubber, automobile tires, prepared roofing, soap, chemical
products, electrical works, pharmaceutical and toilet preparations and similar
purposes.
To carry on the business of manufacturers of and dealers in toilet
preparations of all kinds; to manufacture, buy, sell, import, export, trade and
deal in perfumes, toilet waters, soaps, hair preparations, talcum powder, rice
powder and other face powders, skin foods, face creams, cosmetics and complexion
preparations of various kinds, shaving creams, dentifrices, finger nail pastes,
antiseptic lotions and kindred commodities.
To borrow money, and from time to time, to make, accept, endorse,
execute and issue bonds, debentures, and promissory notes, bills of exchange and
other obligations of the corporation for moneys borrowed or in payment of
property acquired or for any of the other objects or purposes of the corporation
or its business, and to secure they payment of any such obligations by
mortgages, pledge, deed, indenture, agreement or other instrument of trust, or
by other lien upon assignment of, or agreement in regard to all or any part of
the property, right or privileges of the corporation wherever situated whether
now owned or hereafter to be acquired.
To take, purchase, exchange, hire, lease or otherwise acquire, and to
hold and own within and without the State of New York and in any part of the
world, to occupy, control, maintain, manage, sell and convey, exchange, lease,
sublease, or otherwise alienate or dispose of and to mortgage or otherwise
acquire and encumber, and to otherwise handle and deal in real estate and real
property, either improved or unimproved, and any interest or right therein.
-3-
<Page>
To erect, or cause to be erected, construct or cause to be
constructed; to maintain, improve, rebuild, enlarge, alter, repair, raise and
remove, and to buy, own, use, occupy, manage, lease and control, any and all
kinds of buildings, houses, stores, lofts, offices, warehouses, mills, shops,
factories, hotels, restaurants, apartments, tenements, machinery, plants,
edifices, works and structures of every kind, nature and description.
To take, purchase, exchange, hire, lease or otherwise acquire, and to
hold and own within and without the State of New York, and in any part of the
world, to occupy, control, maintain, manage, sell and convey, exchange, lease,
sub-lease, or otherwise alienate or dispose of and to mortgage or otherwise
acquire and encumber, and to otherwise handle and deal in real estate and real
property, either improved or unimproved, and any interest or right therein.
To sell or exchange all or any part of the property, assets, good
will, and undertaking of the company, and to accept in payment or exchange
therefore, the stocks, bonds, or other securities of any other corporation,
either domestic or foreign.
To manufacture, purchase or otherwise acquire and to sell, and deal in
all kinds of materials, goods, wares and merchandise, which may be required for
any of the purposes of the company's business, or which may seem capable of
being profitably used or dealt in, in connection with such business.
To enter into, make, perform, and carry on contracts of every kind,
which may be necessary for or incidental to the business of the corporation,
with any person, firm under the government of the United States, or any
territory, district, protectorate, dependency or insular or other possession or
acquisition of the United States, or any other foreign government, so far as,
and to the extent that, the same may be done and performed by a corporation
organized under the Business Corporation Law.
To purchase or acquire all or any part of the business, good will,
rights, property, and assets of all kinds, and to assume all or any part of the
liabilities of any corporation, association, partnership or person engaged in
any business included in the foregoing purposes and objects.
-4-
<Page>
To make, accept, endorse, execute and issue promissory notes, bills of
exchange, bonds, debentures and other obligations from time to time for the
purchase of property of or for any purpose in or about the business of the
company and to set up payment of any such obligations by mortgage, pledge, deed
of trust or otherwise.
To do all and everything necessary, suitable, useful and proper for
the accomplishment of any of the purposes or the attainment of any of the
objects or the furtherance of any of the powers hereinbefore set forth, and to
do every other act or acts, thing or things incidental to or appurtenant to, or
growing out of, or connected with any of the aforesaid purposes, objects or
powers, or any part or parts thereof and to do such acts or things to the same
extent and as fully as natural persons might or could do in any part of the
world.
To conduct and transact this business in any and all of its branches
in any of the States, territories, colonies or dependencies of the United
States, in the District of Columbia and in any and all foreign countries; to
have one or more offices therein; to hold, purchase, mortgage and convey real or
personal property without limit as to amount, in any such state, territory,
colony, dependency, district or foreign country, but always subject to the laws
thereof.
To manufacture, buy, sell, import, export, trade, and deal in
disinfectants and disinfecting appliances, disinfecting machines generally, and
all kinds of disinfecting apparatus and utensils, disinfecting fluids, washes
and dips, sanitary appliances and sanitary material generally, chemicals,
chemical products, oils, fumigating materials, fumigating appliances, soaps,
washes and cleansing materials.
To purchase and manufacture chemicals, dye-stuffs, ores, compounds,
cements, oils, paints, pigments, varnishes, drugs, dye wares, for its own
account and for account of others, to purchase, manufacture, lease and sell
machinery, tools, trade fixtures and implements of all kinds used in the
chemical trade; and to buy, manufacture and sell any materials required for use
in the chemical trades.
To manufacture, distill, or otherwise produce, prepare for market,
buy, sell, import, export, trade and deal in all kinds of vegetable and mineral
essential or volatile
-5-
<Page>
oils for perfumery and liquor manufacturers, flavoring extracts, food coloring,
medical and other purposes, including vegetable essential oils and essences
obtainable from herbs, fruits, flowers, seeds, roots, bark, etc., and mineral
volatile oils obtainable from petroleum products, coal tar products and other
mineral products or by-products.
To design, manufacture, buy, sell, import, export, trade and deal in
favors and novelties, including favors for parties.
FOURTH: The Capital Stock of the corporation shall consist of
50,000,000 shares, par value of One ($1.00) Dollar per share, all of which shall
be known as Common Stock. The Common Stock shall be divided into two classes
known as Class A Common Stock and Class B Common Stock.
(a) Class A Common Stock shall consist of 30,000,000 shares,
par value One ($1.00) Dollar per share. Every shareholder of the record of Class
A Common Stock shall be entitled to one vote per share in person or by proxy on
each matter submitted to a vote of the shareholders for each share of the Class
A Common Stock held by such holder as of the record date of such meeting.
(b) Class B Common Stock shall consist of 20,000,000 shares,
par value One ($1.00) Dollar per share. Every shareholder of the record of Class
B Common Stock shall be entitled to ten votes per share in person or by proxy on
each matter submitted to a vote of the shareholders for each share of the Class
B Common Stock held by such holder as of the record date of such meeting.
(c) For the purposes of subparagraph (b) hereof all
shareholders of record as of June 2, 1986 shall have the right for sixty (60)
days from said date to elect to exchange their Common Stock on a one for one
basis for the new Class A or Class B Common Stock of the Company. No additional
Class B Common Stock shall be issued after the expiration of said sixty (60) day
period except under the following conditions:
(i) Stock dividends with respect to Class B shares;
-6-
<Page>
(ii) Stock splits with respect to Class B shares;
(iii) To a transferee of any shares of Class B common stock who
acquires said shares by gift, devise, or otherwise through
the laws of inheritance, descent or distribution from an
estate of a grantor or to a trust beneficiary or
beneficiaries by a trustee holding such share of common
stock for said beneficiary shall be deemed to be the same
"beneficial owner" as the transferor;
(iv) Shares acquired pursuant to a stock option or other
qualified plan of the Company if such grant of options or
award to a plan was made prior to June 2, 1986, eventhough
such contribution was not made or option exercised until
after the sixty (60) day election period.
(d) All other shares issued shall be Class A Common Stock.
FIFTH: No shareholder shall have the right solely by virtue of his
ownership of shares of the corporation of any class to subscribe for, receive or
purchase any of the shares of the corporation of any class now or hereafter
authorized, or any rights or options to purchase such shares, or any securities
convertible into such shares or any pre-emptive rights with respect to any such
shares as defined under the General Corporation Law of the State of Delaware.
SIXTH: The name and mailing address of the corporation are as
follows:
J. A. Kent
229 South State Street
Dover, Delaware
SEVENTH: The duration of the corporation shall be perpetual.
EIGHTH: The number of directors shall be a minimum of three and a
maximum of fifteen. Upon the election of nine directors, the said directors
shall be divided into
-7-
<Page>
three classes consisting of three directors in each class; the terms of office
of the directors initially classified shall be as follows: the first class shall
expire at the next annual meeting of the shareholders, the second class at the
second succeeding annual meeting and the third class at the third succeeding
annual meeting; at each annual meeting of shareholders after the initial
classification, directors to replace those whose term expires at such annual
meeting shall be elected to hold office until the third succeeding annual
meeting of shareholders.
NINTH: The corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
TENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TENTH.
Signed on June 11, 1986.
/s/ J. A. Kent
-----------------------
J. A. Kent
Incorporator
<Page>
9AM
FILED
SEP 12 1986
/s/ [ILLEGIBLE]
SECRETARY OF STATE
CERTIFICATE OF OWNERSHIP AND MERGER
OF
GENOVESE DRUG STORES, INC.
(a New York corporation)
into
GENOVESE DRUG STORES, INC.
(a Delaware corporation)
It is hereby certified that:
1. GENOVESE DRUG STORES, INC. (hereinafter called the "corporation)
is a corporation of the State of New York, the laws of which permit a merger of
a corporation of that jurisdiction with a corporation of another jurisdiction.
2. The corporation, as the owner of all the outstanding shares of
each class of the stock of GENOVESE DRUG STORES, INC., hereby merges itself into
GENOVESE DRUG STORES, INC., a corporation of the State of Delaware (hereinafter
called "GDS").
3. The following is a copy of the resolutions adopted on the 2nd day
of June, 1986, by the Board of Directors of the corporation to merge the
corporation into GDS:
RESOLVED that this corporation be reincorporated in the
State of Delaware by merging itself into GENOVESE DRUG STORES,
INC. pursuant to the laws of the State of New York and the State
of Delaware as hereinafter provided, so that the separate
existence of this corporation and GDS will become a single
corporation, which shall continue to exist under, and be governed
by, the laws of the State of Delaware.
<Page>
RESOLVED that the terms and conditions of the proposed
merger are as follows:
(a) From and after the effective time of the merger, all of
the estate, property, rights, privileges, powers, and franchises
of this corporation shall become vested in and be held by GDS as
fully and entirely and without change or dimunition as the same
were before held and enjoyed by this corporation, and GDS shall
assume all of the obligations of this corporation.
(b) No pro rata issuance of the shares of stock of GDS
which are owned by this corporation immediately prior to the
effective time of the merger shall be made, and such shares shall
be surrendered and extinguished.
(c) Each share of common stock, par value $1.00 per share
of this corporation which shall be issued and outstanding
immediately prior to the effective time of the merger shall be
converted into the Class A or Class B Common Stock, $1.00 par
value of GDS, the Delaware corporation. Shareholders of the
corporation shall have 60 days from the effective time of the
merger to elect to receive Class A or Class B Common Stock. If no
election is made by a shareholder prior to the expiration of the
60 day period, Class A Common Stock shall be issued to said
shareholders. From and after the effective time of the merger,
the holders of all said issued and outstanding stock of this
corporation shall automatically be and become holders of the
shares of the Delaware corporation upon the basis above
specified, whether or not certificates
-2-
<Page>
representing said shares are then issued and delivered. Each
share of common stock, par value $1.00 per share, of the
corporation which shall be issued and held as treasury shares
immediately prior to the effective term of the merger shall be
converted into one share of the Class B Common Stock, par value
$1.00 per share and shall be held in the treasury of the Delaware
corporation until sooner disposed of.
(d) After the effective time of the merger, each holder of
record of any outstanding certificate or certificates theretofore
representing common stock of this corporation may surrender to
the Delaware corporation's transfer agent, American Stock
Transfer Company, at its office at 99 Wall Street, New York, New
York 10005, and such holder shall be entitled upon such surrender
to receive in exchange therefor a certificate or certificates
representing an equal number of shares of Class A or B Common
Stock of the Delaware corporation. Until so surrendered, each
outstanding certificate which prior to the effective time of the
merger represented one or more shares of common stock of this
corporation shall be deemed for all corporate purposes to
evidence ownership of an equal number of shares of common stock
of the Delaware corporation.
(e) From and after the effective time of the merger, the
Certificate of Incorporation and the By-Laws of GDS shall be the
Certificate of Incorporation and the By-Laws of GDS as in effect
immediately prior to such effective time.
-3-
<Page>
(f) The members of the Board of Directors and officers of
GDS shall be the members of the Board of Directors and the
corresponding officers of GDS immediately before the effective
time of the merger.
(g) From and after the effective time of the merger, the
assets and liabilities of this corporation and of GDS shall be
entered on the books of GDS at the amounts at which they shall be
carried at such time on the respective books of this corporation
and of GDS, subject to such inter-corporate adjustments or
eliminations, if any, as may be required to give effect to the
merger; and, subject to such action as may be taken by the Board
of Directors of GDS, in accordance with generally accepted
accounting principles, the capital and surplus of GDS shall be
equal to the capital and surplus of this corporation and of GDS.
RESOLVED that these resolutions to merge be submitted to the
stockholders entitled to vote of this corporation at a meeting to
be called and held after twenty days' notice of the time, place
and purpose thereof mailed to each holder of the outstanding
shares of stock entitled to vote of this corporation at his
address as it appears on the records of this corporation or
pursuant to a written waiver of such notice signed by all of the
persons entitled to vote of this corporation or pursuant to a
written waiver of such notice signed by all of the persons
entitled thereto, unless the holders of all of the outstanding
shares of stock entitled to vote of this corporation shall
dispense with the holding of a
-4-
<Page>
meeting and shall act in writing without a meeting; and, in the
event that the holders of at least a majority of the outstanding
stock entitled to vote of this corporation shall vote for the
approval of the merger at a meeting, or, in the event that the
holders of all of the outstanding stock entitled to vote of this
corporation shall dispense with a meeting and shall consent in
writing signed by them for the approval of the proposed merger,
the proposed merger shall be deemed to be approved.
RESOLVED that, in the event the proposed merger shall not be
terminated, the proper officers of this corporation be and they
hereby are authorized and directed to make and execute, under the
corporate seal of this corporation, a Certificate of Ownership
and Merger setting forth a copy of these resolutions to merge
itself into the Delaware corporation and the date of adoption
thereof, and to cause the same to be filed and recorded as
provided by law, and to do all acts and things whatsoever, within
the States of Delaware and New York and in any other appropriate
jurisdiction, necessary or proper to effect this merger.
Signed and sealed this 29 day of August, 1986.
[SEAL]
/s/ Patrick R. Edwards
--------------------------
PATRICK R. EDWARDS
President of GENOVESE DRUG
STORES, INC., a New York
Corporation
ATTEST /s/ Donald W. Gross
--------------------------
DONALD W. GROSS
SECRETARY
<Page>
STATE OF NEW YORK )
:ss
COUNTY OF SUFFOLK }
On this 29 day of August, 1986, before me came PATRICK R. EDWARDS,
President of GENOVESE DRUG STORES, INC., a New York Corporation who duly signed
the foregoing instrument before me and acknowledges that such instrument as
executed is the act and deed of said Corporation, that his signing is his act
and deed and that the facts stated therein are true.
/s/ Elvira C. Vaccaro
---------------------
NOTARY PUBLIC
ELVIRA C. VACCARO
NOTARY PUBLIC, STATE OF NEW YORK,
NO. 4761478
QUALIFIED IN SUFFOLK COUNTY
TERM EXPIRES 9/30/88
Signed and sealed this day of August, 1986.
[SEAL]
/s/ Patrick R. Edwards
--------------------------
PATRICK R. EDWARDS
President of GENOVESE DRUG
STORES, INC., a Delaware
Corporation
ATTEST /s/ Donald W. Gross
--------------------------
DONALD W. GROSS
Secretary
STATE OF NEW YORK )
:ss
COUNTY OF SUFFOLK )
On this 29 day of August, 1986, before me came PATRICK R. EDWARDS,
President of GENOVESE DRUG STORES, INC., a Delaware Corporation who duly signed
the foregoing instrument before me and acknowledges that such instrument as
executed is the act and deed of said Corporation, that his signing is his act
and deed and that the facts stated therein are true.
/s/ Elvira C. Vaccaro
---------------------
NOTARY PUBLIC
ELVIRA C. VACCARO
NOTARY PUBLIC, STATE OF NEW YORK
NO. 4761478
QUALIFIED IN SUFFOLK COUNTY
TERM EXPIRES 9/30/88
<Page>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/27/1995
950144458 - 2093444
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
GENOVESE DRUG STORES, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is
Genovese Drug Stores, Inc.
2. The Certificate of Incorporation of the Corporation is hereby amended as
follows:
(a) The introduction to and subparagraph (a) of Article Fourth of
the Certificate of Incorporation is amended and restated to read as
follows:
FOURTH: The Capital Stock of the Corporation shall consist of
32,000,000 shares, par value $1.00 per share, all of which shall be
known as Common Stock. The Common Stock shall be divided into two
classes known as Class A Common Stock and Class B Common Stock.
(a) Class A Common Stock shall consist of 20,000,000 shares, par
value $1.00 per share. Every stockholder of record of Class A Common
Stock shall be entitled to one vote per share in person or by proxy on
each matter submitted to a vote of the stockholders for each share of
the Class A Common Stock held by such holder as of the record date of
such meeting.
(b) Article Third of the Certificate of Incorporation is amended
and restated to read in its entirety as follows:
THIRD: The purpose for which the Corporation is formed is to
engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.
(c) A new Article Eleventh is added to the Certificate of
Incorporation, which Article shall read in its entirety as follows:
ELEVENTH: In furtherance and not in limitation of the rights,
powers, privileges and discretionary authority granted or conferred by
the General Corporation Law of the State of Delaware or other statutes
or laws of the State of Delaware, the Board of Directors is expressly
authorized to adopt, amend, or repeal the by-laws of the Corporation,
without any action on the part of the stockholders of the Corporation,
but the stockholders may make additional by-laws and may alter, amend
or repeal any by-law whether adopted by them or otherwise.
<Page>
(d) The following paragraph is added to the end of subparagraph (c) of
Article Fourth of the Certificate of Incorporation:
For the purposes of subsection (i) of this subparagraph (c),
dividends in respect of the Class B Common Stock may be paid in shares
of Class A Common Stock, shares of Class B Common Stock or any other
cash, property of other securities of the Corporation in accordance
with applicable law.
(e) A new Article Twelfth is added to the Certificate of
Incorporation, which Article shall read in its entirety as follows:
TWELFTH: To the full extent permitted by the General Corporation
Law of the State of Delaware or any other applicable laws presently or
hereafter in effect, no director of the corporation shall be
personally liable to the Corporation or its stockholders for or with
respect to any acts or omissions in the performance of his or her
duties as a director of the Corporation. Any repeal or modification of
this Article shall not adversely affect any right or protection of a
director of the Corporation existing immediately prior to such repeal
or modification.
(f) Article Ninth of the Certificate of Incorporation is amended
and restated to read in its entirety as follows:
NINTH: Each person who is or was or who has agreed to become a
director or officer of the Corporation, or each such person who is or
was serving or who had agreed to serve at the request of the Board of
Directors or an officer of the Corporation as an employee or agent of
the Corporation or as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise (including the heirs, executors, administrators or estate
of such person), shall be indemnified by the Corporation to the full
extent permitted by the General Corporation Law of the State of
Delaware or any other applicable laws as presently or hereafter in
effect. The Corporation will advance expenses for any director,
officer, employee or agent's defense prior to a final disposition of a
claim provided such party executes an undertaking to repay advances
from the Corporation if it is ultimately determined that such party is
not entitled to indemnity. Without limiting the generality or the
effect of the foregoing, the Corporation may enter into one or more
agreements with any person which provide for indemnification different
than that provided in this Article. Any repeal or modification of this
Article shall not adversely affect any right or protection existing
hereunder immediately prior to such repeal or modification.
-2-
<Page>
(g) The following changes are made to the Certificate of
Incorporation:
(i) Article Second of the Certificate of Incorporation is
amended and restated to read in its entirety as follows:
SECOND: The address, including street, number, city and county,
of the registered office of the Corporation in the State of Delaware
is 32 Loockerman Square, Suite L-100, Dover, Delaware 19904, and the
name of the registered agent of the Corporation in the State of
Delaware at such address is The Prentice-Hall Corporation Systems,
Inc.
(ii) Subparagraph (c)(iv) of Article Fourth of the Certificate
of Incorporation, which refers to shares of Class B Common Stock
issuable pursuant to pre-1986 option grants and plan awards, is
deleted in its entirety.
(iii) Article Fifth of the Certificate of Incorporation, which
denies preemptive rights to stockholders of the Corporation, is
deleted in its entirety, and the remaining Articles of the Certificate
of Incorporation shall be renumbered accordingly.
(iv) Article Seventh of the Certificate of Incorporation of the
Corporation, regarding the duration of the Corporation, is deleted in
its entirety, and the remaining Articles of the Certificate of
Incorporation shall be renumbered accordingly.
3. The amendments of the Certificate of Incorporation herein certified
have been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
Signed on June 23, 1995.
/s/ Gene L. Wexler
----------------------------------
Gene L. Wexler
Vice President and General Counsel
-3-
<Page>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/24/1992
752329057 - 2093444
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF THE INCORPORATION
OF
GENOVESE DRUG STORES, INC.
Under the General Business Law of the State of Delaware.
We the undersigned, President and Secretary of the Corporation, hereby
certify:
1. The name of the Corporation is Genovese Drug Stores, Inc.
2. The Certificate of Incorporation was filed with the Secretary of
State in June 11, 1986.
3. The Certificate of Incorporation is hereby amended reducing the
authorized capital of the Class A and Class B shares:
FOURTH: The Capital Stock of the corporation shall consist of
24,000,000 shares, par value of One ($1.00) Dollar per share, all of which shall
be known as Common Stock. The Common Stock shall be divided into two classes
known as Class A Common Stock and Class B Common Stock.
(a) Class A Common Stock shall consist of 12,000,000 shares, par
value One ($1.00) Dollar per share. Every shareholder of the record of Class A
Common Stock shall be entitled to one vote per share in person or by proxy on
each matter submitted to a vote of the shareholders for each share of the Class
A Common Stock held by such holder as of the record date of such meeting.
<Page>
(b) Class B Common Stock shall consist of 12,000,000 shares, par
value One ($1.00) Dollar per share. Every shareholder of the record of Class B
Common Stock shall be entitled to ten votes per share in person or by proxy on
each matter submitted to a vote of the shareholders for each share of the Class
B Common Stock held by such holder as of the record date of such meeting.
(c) For the purposes of subparagraph (b) hereof all shareholders
of record as of June 2, 1986 shall have the right for sixty (60) days from said
date to elect to exchange their Common Stock on a one-for-one basis for the new
Class A or Class B Common Stock of the Company. No additional Class B Common
Stock shall be issued after the expiration of said sixty(60) day period except
under the following conditions:
(i) Stock dividends with respect to Class B shares;
(ii) Stock splits with respect to Class B shares;
(iii) To a transferee of any shares of Class B common stock who
acquires said shares by gift, devise, or otherwise through
the laws of inheritance, descent or distribution from an
estate of a grantor or to a trust beneficiary or
beneficiaries by a trustee holding such share of common
stock for said beneficiary shall be deemed to be the same
"beneficial owner" as the transferor;
(iv) Shares acquired pursuant to a stock option or other
qualified plan of the Company if such grant of options or
award to a plan was made prior to June 2, 1986, even though
such contribution was not made or option exercised until
after the sixty (60) day election period.
(d) All other shares issued shall be Class A Common Stock.
<Page>
4. The foregoing amendment of the Certificate of Incorporation were
authorized by a vote of the holders of at least two thirds of all outstanding
votes entitled to be cast thereon, at a duly called meeting of the shareholders
on June 9, 1992.
/s/ Leonard Genovese
----------------------
LEONARD GENOVESE
President and Chairman
of the Board
SEAL
ATTEST: /s/ Donald W. Gross
---------------------
DONALD W. GROSS
SECRETARY
<Page>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:05 AM 06/27/1995
950144460 - 2093444
RESTATED CERTIFICATE OF INCORPORATION
OF
GENOVESE DRUG STORES, INC.
The date of filing of the original Certificate of Incorporation of
Genovese Drug Stores, Inc. with the Secretary of State of the State of Delaware
was June 11, 1986. This Restated Certificate of Incorporation has been duly
adopted in accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware. This Restated Certificate of
Incorporation only restates and integrates and does not further amend the
provisions of the corporation's Certificate of Incorporation as heretofore
amended, and there is no discrepancy between those provisions and the provisions
of this Restated Certificate of Incorporation.
It is hereby certified that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is:
GENOVESE DRUG STORES, INC.
SECOND: The address, including street, number, city and county, of the
registered office of the corporation in the State of Delaware is 32 Loockerman
Square, Suite L-100, Dover, Delaware 19904, and the name of the registered agent
of the corporation in the State of Delaware at such address is The Prentice-Hall
Corporation Systems, Inc.
THIRD: The purpose for which the corporation is formed is to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
FOURTH: The Capital Stock of the corporation shall consist of
32,000,000 shares, par value $1.00 per share, all of which shall be known as
Common Stock, The Common Stock shall be divided into two classes known as Class
A Common Stock and Class B Common Stock.
(a) Class A Common Stock shall consist of 20,000,000 shares, par value
$1.00 per share. Every stockholder of record of Class A Common Stock
shall be entitled to one vote per share in person or by proxy on each
matter submitted to a vote of the stockholders for each share of the
Class A Common Stock held by such holder as of the record date of such
meeting.
(b) Class B Common Stock shall consist of 12,000,000 shares, par value
$1.00 per share. Every shareholder of record of Class B Common Stock
shall be entitled to ten votes per share in person or by proxy on each
matter submitted to a vote of the shareholders for each share of the
Class B Common Stock held by such holder as of
<Page>
the record date of such meeting.
(c) No additional Class B Common Stock shall be issued except under
the following conditions:
(i) Stock dividends with respect to Class B shares;
(ii) Stock splits with respect to Class B shares;
(iii) To a transferee of any shares of Class B Common Stock who
acquires said shares by gift, devise, or otherwise through
the laws of inheritance, descent or distribution from an
estate of a grantor or to a trust beneficiary or
beneficiaries by a trustee holding such share of Common
Stock for said beneficiary shall be deemed to be the same
"beneficial owner" as the transferor;
For the purposes of subsection (i) of this subparagraph (c), dividends
in respect of the Class B Common Stock may be paid in shares of Class
A Common Stock, shares of Class B Common Stock or any other cash,
property or other securities of the corporation in accordance with
applicable law.
(d) All other shares issued shall be Class A Common Stock.
FIFTH: The number of directors shall be a minimum of three and a
maximum of fifteen. Upon the election of nine directors, the said directors
shall be divided into three classes consisting of three directors in each class;
the terms of office of the directors initially classified shall be as follows:
the first class shall expire at the next annual meeting of the shareholders, the
second class at the second succeeding annual meeting and the third class at the
third succeeding annual meeting; at each annual meeting of shareholders after
the initial classification, directors to replace those whose terms expire at
such annual meeting shall be elected to hold office until the third succeeding
annual meeting of shareholders.
SIXTH: Each person who is or was or has agreed to become a director or
officer of the corporation, or each such person who is or was serving or who had
agreed to serve at the request of the Board of Directors or an officer of the
corporation as an employee or agent of the corporation or as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), shall be indemnified by the corporation to the full
extent permitted by the General Corporation Law of the State of Delaware or any
other applicable laws as presently or hereafter in effect. The corporation will
advance expenses for any director, officer, employee or agent's defense prior to
a final disposition of a claim provided such party executes an undertaking to
repay advances from the corporation if it is ultimately determined that such
party is not entitled to indemnity. Without limiting the generality or effect of
the foregoing, the corporation may enter into one or more agreements
-2-
<Page>
with any person which provide for indemnification different than that provided
in this Article. Any repeal or modification of this Article shall not adversely
affect any right or protection existing hereunder immediately prior to such
repeal or modification.
SEVENTH: From time to time any of the provisions of this certificate
of incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article SEVENTH.
EIGHTH: In furtherance and not in limitation of the rights, powers,
privileges, and discretionary authority granted or conferred by the General
Corporation Law of the State of Delaware or other statutes or laws of the State
of Delaware, the Board of Directors is expressly authorized to adopt, amend or
repeal the by-laws of the corporation, without any action on the part of the
stockholders of the corporation, but the stockholders may make additional
by-laws and may alter, amend, or repeal any by-law whether adopted by them or
otherwise.
NINTH: To the full extent permitted by the General Corporation Law of
the State of Delaware or any other applicable laws presently or hereafter in
effect, no director of the corporation shall be personally liable to the
corporation or its stockholders for or with respect to any acts or omissions in
the performance of his or her duties as a director of the corporation. Any
repeal or modification of this Article shall not adversely affect any right or
protection of a director of the corporation existing immediately prior to such
repeal or modification.
Signed on June 23, 1995.
/s/ Gene L. Wexler
--------------------------------
Gene L. Wexler
Vice President, General Counsel,
and Assistant Secretary
-3-
<Page>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:40 AM 03/01/1999
991077132 - 2093444
CERTIFICATE OF MERGER
MERGING
LEGACY ACQUISITION CORP.
WITH AND INTO
GENOVESE DRUG STORES, INC.
(Pursuant to Section 251 of the
General Corporation Law of the State of Delaware)
Genovese Drug Stores, Inc., a Delaware corporation (the
"Corporation"), for the purpose of merging Legacy Acquisition Corp., a Delaware
corporation ("Legacy"), with and into the Corporation (the "Merger"), does
hereby certify as follows:
FIRST: Genovese Drug Stores, Inc., a Delaware corporation, and
Legacy Acquisition Corp., a Delaware corporation, are the constituent
corporations of the Merger.
SECOND: An Agreement and Plan of Merger dated as of November 23,
1998 (the "Merger Agreement") relating to the Merger has been approved, adopted,
certified, executed and acknowledged by each of the Corporation and Legacy in
accordance with Section 251(c) of the General Corporation Law of the Slate of
Delaware and by written consent of the sole stockholder of Legacy in accordance
with Section 228(a) of the General Corporation Law of the State of Delaware.
THIRD: The name of the surviving corporation of the Merger is
Genovese Drug Stores, Inc.
FOURTH: The Restated Certificate of Incorporation of the Corporation
as in effect immediately prior to the Merger shall be amended and restated in
its entirety (the "Restated Certificate of Incorporation") as attached hereto as
EXHIBIT A, and such Restated Certificate of Incorporation shall be the Restated
Certificate of Incorporation of the surviving corporation.
FIFTH: The fully executed Merger Agreement is on file at the
principal place of business of the Corporation at 80 Marcus Drive, Melville,
New York 11747.
SIXTH: A copy of the fully executed Merger Agreement will be
furnished by the Corporation, as the surviving corporation pursuant to the
Merger, on request and without cost, to any stockholder of the Corporation or
Legacy.