**Exhibit3.1(i)**

 

**AMENDEDAND RESTATED**

** **

**CERTIFICATEOF INCORPORATION**

 

**OF****DUANEREADE**

** **

**INC.**

 

1.                     Name. The name of theCorporation is Duane Reade Inc.

 

2.                     Address; RegisteredOffice and Agent. The address of the Corporation’s registered office is 615 DuPont Highway, Dover,Kent County, Delaware 19901 and the name of its registered agent at such address is National CorporateResearch, Ltd.

 

3.                     Purposes. The purpose of theCorporation is to engage in any lawful act or activity for which corporations may be organizedunder the General Corporation Law.

 

4.             Number of Shares. The total number ofshares of stock that the Corporation shall have authority to issue is onethousand (1,000) all of which shall be shares of Common Stock of the par value of one cent ($0.01) each.

 

5.                     Election of Directors. Unless and except tothe extent that the By-laws of theCorporation (the “By-laws”) shall so require, the election of members of theboard of directors of the Corporation (the “Board”) need not be by writtenballot.

 

6.                     Limitation of Liability. To the fullest extent permitted under theGeneral Corporation Law, as amended fromtime to time, no director of the Corporation shall be personally liable to theCorporation or its stockholders for monetary damages for breach offiduciary duty as a director.

 

Any amendment, repeal or modification of the foregoing provision shallnot adversely affect any right or protection of a director of the Corporationhereunder in respect of any act or omissionoccurring prior to the time of such amendment, repeal or modification.

 

7.              Indemnification.

 

7.1           Right toIndemnification. The Corporation shall indemnify and hold harmless each person (and the heirs, executors or administrators ofsuch person) who was or is a party or isthreatened to be made a party to, or is involved in any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrative orinvestigative, by reason of the fact that such person is or was a director orofficer of the Corporation or is or was serving at the request of theCorporation as a director or officer of another corporation, partnership, jointventure, trust or other enterprise (a

 

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“Covered Person”), tothe fullest extent permitted by General Corporation Law. The right toindemnification conferred in this Section 7 shall be a contract right.

 

7.2                  Other Indemnification. Nothing in this Section7 shall limit the right of the Corporation to provide, by action of its Board,indemnification to such of the officers, employees and agents of theCorporation to such extent and to such effect as the Board shall determine to be appropriate andauthorized by the General Corporation Law.

 

7.3                  Prepayment of Expenses. The right of anyperson to indemnification conferred in this Section 7 shall also include the rightto be paid by the Corporation the expenses incurred in connection with anythreatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative, in advance of its final disposition tothe fullest extent authorized by the General Corporation Law, subject to receipt by theCorporation of an undertaking, by or on behalf of such director or officer (orother person indemnified hereunder), to repay any such amount so advanced if itshall ultimately be determined by final judicial decision from which there isno further right of appeal that such director, officer or other person is notentitled to be indemnified for such expenses.

 

7.4                  Other Sources. The Corporation’sobligation, if any, to indemnify or to advance expenses to any Covered Person who was oris serving at its request as a director, officer, employee or agent of an Other Entityshall be reduced by any amount such Covered Person may collect asindemnification or advancement of expenses from such Other Entity.

 

7.5                  Insurance. The Corporation shallhave the power to purchase and maintain insurance on behalf of any person who is or wasa director, officer, employee or agent of the Corporation, or is or was serving at therequest of the Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise against any expense,liability or loss incurred by such person in any such capacity or arising out of his status assuch, whether or not the Corporation would have the power to indemnify himagainst such liability under the General Corporation Law.

 

7.6                  Nonexclusivity ofRights.The rights to authority conferred in this Section 7 shall not be exclusive ofany other right that any Covered Person may otherwise have or hereafteracquire.

 

7.7                  Amendment or Repeal ofCertificate of Incorporation or By-laws. Neither the amendment nor repeal of this Section7, nor the adoption of any provision of this Certificate of Incorporation orthe By-laws, nor, to the fullest extent permitted by the General CorporationLaw, any modification of law, shall eliminate or reduce the effect of thisSection 7 in respect of any act or omission occurring prior to such amendment,repeal, adoption or modification.

 

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8.                     Adoption, Amendmentand/or Repeal of By-Laws. In furtherance and not in limitation of the powersconferred by the laws of the State of Delaware, the Board is expresslyauthorized to make, alter and repeal the By-laws, subject to the power of the stockholdersof the Corporation to alter or repeal any By-law whether adopted by them or otherwise.

 

9.             CertificateAmendments. The Corporation reserves the right at any time, and from time to time, to amend, alter, change orrepeal any provision contained in this Certificate of Incorporation, andother provisions authorized by the laws of the State of Delaware at the time in force may be added orinserted, in the manner now or hereafter prescribed by applicable law;and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors orany other persons whomsoever by and pursuant to this Certificate ofIncorporation in its present form or as hereafter amended are grantedsubject to the rights reserved in this article.

 

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