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                                                                     EXHIBIT 1.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                            KMART HOLDING CORPORATION

         Kmart Holding Corporation, a corporation organized and existing under
the laws of the State of Delaware, does hereby certify:

         1. That the name of the corporation and the name under which it was
originally incorporated is "Kmart Holding Corporation";

         2. That the corporation's original Certificate of Incorporation was
filed with the Secretary of State of the State of Delaware on April 17, 2003;

         3. That, pursuant to Sections 242 and 228 of the General Corporation
Law of the State of Delaware, the amendment herein set forth has been duly
adopted by the Board of Directors and the sole stockholder of Kmart Holding
Corporation;

         4. That this Amended and Restated Certificate of Incorporation has been
duly adopted in accordance with Section 245 of the General Corporation Law of
the State of Delaware; and

         5. That the text of the Certificate of Incorporation is hereby restated
and amended to read in its entirety as follows:

                                    ARTICLE I

            The name of the corporation is Kmart Holding Corporation (the
"Corporation").

                                   ARTICLE II

            The address of the registered office of the Corporation in the State
of Delaware is 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of the registered agent at that address is The Corporation
Trust Company.

                                   ARTICLE III

            The purpose of the Corporation shall be to engage in any lawful act
or activity for which corporations may be organized and incorporated under the
General Corporation Law of the State of Delaware (the "GCL").

                                   ARTICLE IV

            The total authorized capital stock is 500,000,000 shares of Common
Stock, par value $.01 per share (hereinafter called the "Common Stock"), and
20,000,000 shares of

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Preferred Stock, par value $.01 per share, issuable in series (hereinafter
called the "Preferred Stock").

            Notwithstanding any other provisions contained herein to the
contrary, the Corporation shall not issue nonvoting equity securities on or
prior to the second anniversary of the Corporation's emergence from protection
under Chapter 11 of the Bankruptcy Code. This prohibition on the issuance of
nonvoting equity securities is included in this Amended and Restated Certificate
of Incorporation in compliance with Section 1123(a)(6) of the Bankruptcy Code
(11 U.S.C. Section 1123(a)(6)).

         A statement of all or any of the designations and the powers,
privileges and rights and the qualifications, limitations or restrictions of the
Common Stock and the Preferred Stock of the Corporation is as follows:

         A. COMMON STOCK

         1.       Dividends. The holders of Common Stock shall be entitled to
                  receive when and as declared by the Board of Directors, out of
                  the assets of the Corporation which by law are available
                  therefor, dividends payable either in cash, in property or in
                  Common Stock. No dividends (other than dividends payable in
                  Common Stock) shall be paid on Common Stock if cash dividends
                  in full on all outstanding Preferred Stock to which the
                  holders thereof are entitled shall not have been paid or
                  declared and set apart for payment or any sinking fund for the
                  Preferred Stock is in arrears.

         2.       Voting Rights. At every meeting of stockholders, the holders
                  of Common Stock shall have the right with the holders of
                  Preferred Stock (to the extent such holders of Preferred Stock
                  are entitled to vote) to vote in the election of directors and
                  upon each other matter coming before any meeting of the
                  stockholders on the basis of one vote for each share of Common
                  Stock held. Subject to the provisions of paragraphs 2 and 4 of
                  Section B below and except as otherwise provided by law, the
                  holders of Common Stock and the holders of Preferred Stock (to
                  the extent such holders of Preferred Stock are entitled to
                  vote) shall vote together as one class.

         3.       Liquidation Rights. In the event of any liquidation,
                  dissolution or winding up of the Corporation, the holders of
                  Common Stock shall be entitled, after payment or provisions
                  for payment of the debts and other liabilities of the
                  Corporation and the amounts to which the holders of the
                  Preferred Stock shall be entitled, to share ratably in the
                  remaining net assets of the Corporation.

         4.       Preemptive Rights. The holders of shares of Common Stock shall
                  have no preemptive right to subscribe for any additional
                  shares of capital stock or other obligations convertible into
                  shares of capital stock which may hereafter be issued by the
                  Corporation.

         B. PREFERRED STOCK

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         1.       Authorization. The Corporation shall not issue Preferred Stock
                  prior to the date that is six months from the effective date
                  of the First Amended Joint Plan of Reorganization of Kmart
                  Corporation and its Affiliated Debtors and Debtors in
                  Possession, dated as of February 25, 2003, as confirmed by the
                  United States Bankruptcy Court for the Northern District of
                  Illinois (the "Plan"). The Corporation shall not issue
                  Preferred Stock unless such issuance is approved by the
                  affirmative vote of 66-2/3% of the directors then in office.

         2.       Issuance of Preferred Stock in Series. The Board of Directors
                  shall have authority to divide and issue shares of Preferred
                  Stock into series and, within the limitations set forth in the
                  Corporation's Amended and Restated Certificate of
                  Incorporation, to fix and determine the relative rights and
                  preferences of the shares of any series so established. Each
                  series of Preferred Stock shall be designated by the Board of
                  Directors as to distinguish the shares thereof from the shares
                  of all other series of Preferred Stock and other classes of
                  stock of the Corporation. Before any shares of any such series
                  are issued, the Board of Directors shall fix, and hereby is
                  expressly empowered to fix, by resolution or resolutions, the
                  following provisions of the shares thereof: (a) the rate of
                  dividend, the extent of further participation in dividend
                  distributions, if any, and the preferences or relation which
                  such dividends shall bear to the dividends payable on any
                  shares of stock of any other class or any other series of this
                  class; (b) the price and the terms and conditions on which the
                  shares are redeemable; (c) the amount payable upon shares in
                  event of voluntary or involuntary liquidation; (d) sinking
                  fund provisions for the redemption or purchase of shares; (e)
                  the terms and conditions on which shares are convertible; (f)
                  except as provided in paragraph 3 below, the circumstances
                  under which shares are entitled to vote; and (g) any other
                  powers, preferences and relative, participating, optional and
                  other special rights, and any qualifications, limitations and
                  restrictions thereof.

                  The powers, preferences and relative, participating, optional
                  and other special rights of each series of Preferred Stock,
                  and the qualifications, limitations and restrictions thereof,
                  if any, may differ from those of any and all other series at
                  any time outstanding. All shares of any one series of
                  Preferred Stock shall be identical in all respects with all
                  other shares of such series, except that shares of any one
                  series issued at different times may differ as to the dates
                  from which dividends thereon shall accrue and/or be
                  cumulative.

         3.       Dividends. The holders of Preferred Stock of each series shall
                  be entitled to receive out of any funds legally available
                  therefor, when and as declared by the Board of Directors,
                  dividends in such amount as may be fixed by the Board of
                  Directors in accordance with the resolution adopted providing
                  for the issue of such series before any dividend (other than
                  dividends payable in Common Stock) shall be paid on the Common
                  Stock

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                  or other stock ranking junior to the applicable series of
                  Preferred Stock. Such dividends shall be cumulative from the
                  date or dates fixed in the resolution adopted by the Board of
                  Directors providing for the issue of such series.

                  Whenever dividends on a series of Preferred Stock shall be in
                  arrears in an aggregate amount equivalent to six quarterly
                  dividends on all shares of such series of Preferred Stock at
                  the time outstanding, then and in such event the shares of all
                  series of Preferred Stock in such arrears then outstanding,
                  voting separately as a class, shall be entitled at each
                  meeting of stockholders thereafter held for the election of
                  directors to elect two of the total number of directors to be
                  elected at such meeting.

                  Such right shall continue until such time as all accumulated
                  dividends on all such series of Preferred Stock at the time
                  outstanding have been paid or declared and set aside for
                  payment. While holders of Preferred Stock voting as a class
                  are entitled to elect two directors, they shall not be
                  entitled to participate with the holders of Common Stock in
                  the election of any other directors, if applicable. In the
                  event any vacancy shall occur in the case of a director
                  elected by holders of such series of Preferred Stock voting as
                  a class (unless at the time such vacancy occurs all
                  accumulated dividends on the Preferred Stock shall have been
                  paid or declared and set aside for payment), a special meeting
                  of the holders of shares of all applicable series of Preferred
                  Stock shall be called promptly to fill any such vacancy. Such
                  meeting shall be held within 40 days after such call at a
                  place and upon notice as provided for the holding of meetings
                  of stockholders, except that no such special meeting shall be
                  required to be called if any such vacancy shall occur less
                  than 90 days before the date fixed for the Annual Meeting of
                  Stockholders. The directors elected by the class vote of
                  holders of such series of Preferred Stock shall serve until
                  the next Annual Meeting of Stockholders or until their
                  successors shall be elected and shall qualify; provided,
                  however, that whenever during the term of office of the
                  directors so elected, all accumulated dividends shall have
                  been paid or declared and set aside for payment, the term of
                  office of such directors shall forthwith terminate.

         4.       Preemptive Rights. The holders of shares of Preferred Stock
                  shall have no preemptive right to subscribe for any additional
                  shares of capital stock or other obligations convertible into
                  shares of capital stock which may hereafter be issued by the
                  Corporation.

                                    ARTICLE V

         The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors consisting of not less than three or
more than fifteen directors, the exact number of directors to be determined from
time to time by a resolution adopted by an affirmative vote of a majority of the
entire Board of Directors.

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         Members of the Board of Directors as of the effective date of the Plan
shall be elected for a term initially ending with the Annual Meeting of
Stockholders to be held in 2005 and thereafter for a term of one year.

         A director shall hold office until the next Annual Meeting of
Stockholders after which he or she was elected and until his or her successor
shall be elected and shall qualify, subject, however to prior death,
resignation, retirement, disqualification or removal from office. Unless and
except to the extent that the By-Laws of the Corporation shall so require, the
election of directors of the Corporation need not be by written ballot.

         In accordance with the terms of the Plan, at the effective time of the
Plan, the Board of Directors shall consist of nine (9) members as determined and
selected pursuant to the Plan.

         Following the effective date of the Plan, until the Annual Meeting of
Stockholders of the Corporation held in 2005, any vacancy occurring on the Board
of Directors (i) with respect to the member who is a member of senior management
of the Corporation pursuant to the Plan, shall be filled by a person designated
by a majority of the Board of Directors then in office, even if less than a
quorum, (ii) with respect to a member originally selected to serve on the Board
of Directors by ESL Investments, Inc. and Third Avenue Trust (collectively, the
"Plan Investors") pursuant to the Plan, shall be filled by a person designated
by the remaining directors selected by the Plan Investors prior to the effective
date of the Plan, even if less than a quorum; (iii) with respect to a member
originally selected to serve on the Board of Directors by the Unsecured
Creditors' Committee pursuant to the Plan, shall be filled by a person
designated by the remaining directors selected by the Unsecured Creditors'
Committee prior to the effective date of the Plan, even if less than a quorum,
and (iv) with respect to a member originally selected to serve on the Board of
Directors by the Financial Institutions' Committee pursuant the Plan, shall be
filled by a person designated by the remaining directors selected by the
Financial Institutions' Committee prior to the effective date of the Plan, even
if less than a quorum; provided that any person selected pursuant to clauses
(ii) through (iv) shall be reasonably satisfactory to the Corporation. Each
replacement designated pursuant to this paragraph shall serve out the remainder
of the applicable term of the director who is being replaced.

         Any vacancy on the Board of Directors which occurs after the Annual
Meeting of Stockholders of the Corporation in 2005 through death, resignation,
retirement, disqualification, removal or other cause, or resulting from an
increase in the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, though less than a quorum, for a term of
office continuing only until the next election of directors by the stockholders.

         Notwithstanding the foregoing, whenever the holders of any one or more
classes of Preferred Stock or series thereof issued by the Corporation shall
have the right, voting separately by class or series, to elect directors at an
annual or special meeting of stockholders, the election, term of office, filling
of vacancies and other features of such

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directorship shall be governed by the terms of this Amended and Restated
Certificate of Incorporation applicable thereto.

                                   ARTICLE VI

         In furtherance of, and not in limitation of, the powers conferred by
law, the Board of Directors is expressly authorized and empowered to adopt,
amend or repeal the By-Laws of the Corporation; provided, however, that the
By-Laws adopted by the Board of Directors under the powers hereby conferred may
be amended or repealed by the Board of Directors or by the stockholders having
voting power with respect thereto.

                                   ARTICLE VII

         A. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter, a "proceeding"), by reason of the fact that he or she is serving
or had served as a director or officer of the Corporation or, while serving as
such director or officer, is serving or had served at the request of the
Corporation as a director, officer, employee or agent of, or in any other
capacity with respect to, another corporation or a partnership, joint venture,
trust or other entity or enterprise, including service with respect to employee
benefit plans (hereinafter, an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director or
officer of the Corporation, shall be indemnified and held harmless by the
Corporation to the fullest extent permitted by Delaware law, as the same exists
or may hereafter be changed or amended (but, in the case of any such change or
amendment, only to the extent that such change or amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts to be paid in
settlement) reasonably incurred or suffered by an indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director or officer of the Corporation and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; provided,
however, that except as provided in paragraph B hereof with respect to
proceedings seeking to enforce rights to indemnification, the Corporation shall
indemnify an indemnitee in connection with a proceeding (or part thereof)
initiated by the indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Article VII shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter,
an "advancement of expenses"); provided, however, that, if the GCL requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter, an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter, a
"final

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adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Article VII or otherwise.

         B. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under paragraph A of
this Article VII is not paid in full by the Corporation within sixty days after
a written claim has been received by the Corporation, except in the case of a
claim for advancement of expenses, in which case the applicable period shall be
twenty days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit brought by the Corporation to recover
payments by the Corporation to recover an advancement of expenses pursuant to
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (other than a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met the applicable standard of conduct set forth in the GCL.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the GCL, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to the action. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article VII or otherwise shall be on the Corporation.

         C. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. The
Corporation may, to the extent authorized from time to time by its Board of
Directors, grant rights to indemnification, and to be paid by the Corporation
the expenses incurred in defending any proceeding in advance of its final
disposition, to any employee or agent of the Corporation to the fullest extent
of the provisions of this Article VII with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

         D. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and to the
advancement of expenses conferred in this Article VII shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, this Amended and Restated Certificate of Incorporation, By-Law,
agreement, vote of stockholders or disinterested directors, or otherwise.

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         E. INSURANCE. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or of another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the GCL.

         F. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. A director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the General Corporation Law of the State of Delaware as the same
exists on the date hereof or may hereafter be amended.

         Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification.

                                  ARTICLE VIII

         Except as may be expressly provided in this Amended and Restated
Certificate of Incorporation, the Corporation reserves the right at any time and
from time to time to amend, alter, change or repeal any provision contained in
this Amended and Restated Certificate of Incorporation and any other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed herein or by
applicable law, and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever by and
pursuant to this Amended and Restated Certificate of Incorporation in its
present form or as hereafter amended are granted subject to the right reserved
in this Article VIII; provided, however, that any amendment or repeal of Article
VII of this Amended and Restated Certificate of Incorporation shall not
adversely affect any right or protection existing hereunder in respect of any
act or omission occurring prior to such amendment or repeal.

                                   ARTICLE IX

         Section 203 of the GCL shall not be applicable to the Corporation.

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         IN WITNESS WHEREOF, the undersigned has executed this Amended and
Restated Certificate of Incorporation this ___ day of May, 2003.

                                                KMART HOLDING CORPORATION

                                                __________________________
                                                Name:
                                                Title: