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                                                                  Exhibit 10.42

               CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
                                     of the
                            SERIES B PREFERRED STOCK
                                       of
                          IRON AGE HOLDINGS CORPORATION

               Pursuant to Section 151 of the General Corporation
                          Law of the State of Delaware


         I, Andrea Geisser, Vice President of Iron Age Holdings Corporation, a
corporation organized and existing under the laws of the State of Delaware (the
"Corporation"), in accordance with Section 151 of the Delaware General
Corporation Law, certify:

         FIRST: The Certificate of Incorporation of the Corporation authorizes
the issuance of up to 15,000 shares of preferred stock, par value $.01 per
share, in one or more series, with such voting powers, designations, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as may be stated and
expressed in a resolution or resolutions providing for the creation and issuance
of any such series adopted by the Board of Directors of the Corporation (the
"Board of Directors") prior to the issuance of any shares of such series,
pursuant to authority expressly vested in the Board of Directors by the
Certificate of Incorporation of the Corporation.

         SECOND: The Board of Directors, by unanimous written consent dated
December 20, 1999, duly adopted the following resolution authorizing the
creation of a new series of such preferred stock, to be known as "Series B
Preferred Stock," stating that 2,500 shares of the authorized and unissued
preferred stock shall constitute such series, and setting forth a statement of
the voting powers, designation, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations and
restrictions thereof as follows:

         BE IT RESOLVED, that the terms of the Series B Preferred Stock shall be
as follows:

         Section 1. Designation and Number. The designation of the second series
of the authorized preferred stock, par value $.01 per share, of the Corporation
shall be Series B Preferred Stock (the "Series B Preferred Stock"). The number
of shares initially constituting the Series B Preferred Stock shall be 2,500.



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         Section 2.  Dividends.

         2A. General Obligation. The holders of shares of Series B Preferred
Stock (each, a "Series B Preferred Share") shall be entitled to receive, when,
as and if declared by the Board of Directors of the Corporation, out of funds
legally available therefor, any Catch Up Dividends plus dividends in an annual
amount per share equal to the Dividend Amount. Such dividends shall be
cumulative and shall be payable semi-annually in arrears on February 21 and
August 21 (each of such dates being a "Dividend Payment Date" and each period
between such dates being a "Dividend Period"), or if such date is not a business
day, on the next succeeding business day, commencing February 21, 2000.
Dividends shall be paid to stockholders of record on the respective date, not
exceeding 60 days preceding such Dividend Payment Date, as shall be fixed for
this purpose by the Board of Directors in advance of payment of each particular
dividend. Any dividend payments made with respect to Series B Preferred Shares
will, at the option of the Corporation and to the extent permitted by applicable
law, be made in additional fully paid and nonassessable Series B Preferred
Shares valued at the Initial Share Value, and the issuance of such additional
shares shall constitute full payment of such dividend. All dividends paid with
respect to Series B Preferred Shares pursuant to this paragraph 2A shall be paid
pro rata to the holders entitled thereto. The Corporation will issue, if
necessary, fractions of a Series B Preferred Share as part of the payment of any
dividend paid in additional Series B Preferred Shares. All Series B Preferred
Shares which may be issued as a dividend with respect to the Series B Preferred
Stock will thereupon be duly authorized, validly issued, fully paid and
nonassessable and free of all liens and charges.

         2B. Accrual. Dividends on shares of Series B Preferred Stock issued on
the date of issuance shall be fully cumulative and shall accrue (whether or not
earned or declared) from August 21, 1999; provided, however, that dividends on
any Series B Preferred Share issued as dividends shall be fully cumulative and
shall accrue (whether or not earned or declared) from the applicable Dividend
Payment Date. Accumulated unpaid dividends for any past Dividend Periods may be
declared by the Board of Directors and paid on any date fixed by the Board of
Directors, whether or not a regular Dividend Payment Date, to holders of record
on the books of the Corporation on such record date as may be fixed by the Board
of Directors. Except for Catch Up Dividends, holders of Series B Preferred Stock
will not be entitled to any dividends in excess of full cumulative dividends. No
interest or sum of money in lieu of interest shall be payable in respect of any
accumulated unpaid dividends.

         2C. Delivery of Certificates. The Company may defer delivery of stock
certificates evidencing dividends declared and paid, provided that it credits
such dividends to the holder on its preferred stock register. The Company will
upon the request of a holder, deliver to each holder one or more stock
certificates evidencing all Catch Up Dividends to which such holder is then
entitled. The Company shall not enter into any agreement or undertaking which
prohibits or restricts the Company from declaring and paying dividends in
additional shares of Series B Preferred Stock.


Series B Preferred Stock

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         Section 3.  Liquidation.

         3A. General Obligation. Prior to the liquidation, dissolution or
winding up of the Corporation, the Corporation shall declare for payment all
accrued and unpaid dividends with respect to the Series B Preferred Stock, but
only to the extent of funds of the Corporation legally available for the payment
of dividends. Upon any liquidation, dissolution or winding up of the Corporation
(whether voluntary or involuntary), after the distribution or payment is made
upon Series A Preferred Stock in satisfaction thereof, before any distribution
or payment is made upon any Junior Securities, (i) each holder of outstanding
Series B Preferred Stock shall receive all accrued and unpaid dividends thereon
(including Catch Up Dividends) payable, at the option of the Corporation, in
additional fully paid and nonassessable Series B Preferred Shares as provided in
Section 2A, and (ii) each holder of outstanding and accrued Series B Preferred
Shares, including such shares issued or issuable pursuant to clause (i), shall
be entitled to be paid a per share amount in cash equal to $4,938 plus the
Additional Amount (the amounts in clauses (i) and (ii) collectively, the
"Liquidation Amount"), and the holders of Series B Preferred Stock shall not be
entitled to any further payment. If upon any such liquidation, dissolution or
winding up of the Corporation the Corporation's assets to be distributed among
the holders of the Series B Preferred Stock are insufficient to permit payment
to such holders of the aggregate amount which they are entitled to be paid under
this Section 3, then the entire assets available to be distributed to the
holders of the Series B Preferred Stock shall be distributed among such holders
pro rata based upon the aggregate Liquidation Amount of the Series B Preferred
Stock held by each such holder. Not less than 20 days prior to the payment date
stated therein, the Corporation shall mail written notice of any such
liquidation, dissolution or winding up to each record holder of Series B
Preferred Stock, setting forth in reasonable detail the amount of proceeds to be
paid with respect to each Series B Preferred Share, each share of Common Stock
and each other equity security of the Corporation in connection with such
liquidation, dissolution or winding up. Whenever the distribution provided for
in this Section 3 shall be payable in property other than cash, the value of
such distribution shall be the Fair Market Value of such property.

         3B. Change of Control Liquidation. Any merger, consolidation,
liquidation, dissolution or direct or indirect transfer of securities of the
Corporation which is also a Change of Control shall constitute a liquidation
under this Section 3 unless the holders of two-thirds (66-2/3%) of the Series B
Preferred Shares then outstanding consent otherwise.

         Section 4. Priority of Series B Preferred Stock on Dividends and
Redemptions. So long as any Series B Preferred Stock remains outstanding,
without the prior written consent of the holders of two thirds (66-2/3%) of the
Series B Preferred Shares then outstanding, the Corporation shall not, nor shall
it permit any Subsidiary to, redeem, purchase or otherwise acquire directly or
indirectly any Junior Securities, nor shall the Corporation directly or
indirectly pay or declare any dividend or make any distribution upon any Junior
Securities;


Series B Preferred Stock

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provided, however, that (i) the Corporation may repurchase or redeem any Junior
Securities from any Mezzanine Investor pursuant to the provisions of Section
3.1.7 of the Stockholders Agreement as in effect on the date hereof, (ii) the
Corporation may repurchase or redeem any Junior Securities held by any officers,
directors or employees of the Corporation or its Subsidiaries (or by any Member
of the Immediate Family (as defined in the Stockholders Agreement) of any such
officer, director or employee, or, after the death of any such holder, by any
such holder's estate, executors, administrators and personal representatives or
any such holder's heirs, legatees or distributees) and (iii) the Corporation may
declare and pay any dividend and make any distributions which are payable solely
in the form of additional Junior Securities.

         Section 5.  Redemptions.

         5A. General Obligation. In the event of a Change of Control or a Public
Equity Offering, the Corporation shall redeem each Series B Preferred Share then
outstanding (the "Redemption"), subject to the limitations set forth in Section
5B below. Upon a Redemption, the Corporation shall pay out of funds legally
available therefor a price per Series B Preferred Share equal to the Redemption
Price.

         5B. Redemption Payments. For each Series B Preferred Share which is to
be redeemed hereunder, the Corporation shall be obligated on the Redemption Date
to pay out of funds legally available therefor to the holder of such Series B
Preferred Share (upon surrender by such holder at the Corporation's principal
office of the certificate representing such Series B Preferred Share) an amount
equal to the Redemption Price; provided, however, that a Redemption shall only
be made to the extent that funds of the Corporation are legally available for
such purposes after: (i) all obligations under agreements providing for senior
bank financing for the Corporation and its Subsidiaries (collectively, the
"Senior Credit Obligations") have been paid in full and all commitments to lend
additional amounts thereunder or under any other agreement shall have been
canceled (or such redemption has been consented to by the lenders under the
senior bank financing to the extent required thereunder) and (ii) any
subordinated debt of the Corporation or its Subsidiaries has either been paid in
full (or such redemption is permitted by the agreements relating thereto). If
the funds of the Corporation available, after fulfillment of the conditions set
forth in clauses (i) and (ii) of the immediately preceding sentence (such
fulfillment being referred to herein as the "Satisfaction of the Priority
Obligations"), for redemption of Series B Preferred Shares on any Redemption
Date are insufficient to redeem the total number of Series B Preferred Shares to
be redeemed on such date, those funds which are available after the Satisfaction
of the Priority Obligations shall be used to redeem the maximum possible number
of Series B Preferred Shares pro rata among the holders of the Series B
Preferred Shares to be redeemed based upon the aggregate Redemption Price of
such Series B Preferred Shares held by each such holder. At any time thereafter
when additional funds of the Corporation are available (after Satisfaction of
the Priority Obligations) for the redemption of Series B Preferred Shares, such
funds shall


Series B Preferred Stock
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thereafter be used to redeem the balance of the Series B Preferred Shares which
the Corporation has become obligated to redeem on any Redemption Date but which
it has not redeemed.

         5C. Notice of Redemption. Except as otherwise provided herein, the
Corporation shall mail written notice of each redemption of any Series B
Preferred Stock to each record holder thereof not more than 60 nor less than 10
days prior to the date on which such redemption is to be made. In case fewer
than the total number of Series B Preferred Shares represented by any
certificate are redeemed, a new certificate representing the number of
unredeemed Series B Preferred Shares shall be issued to the holder thereof
without cost to such holder within five business days after surrender of the
certificate representing the redeemed Series B Preferred Shares.

         5D. Dividends After Redemption Date. No Series B Preferred Shares shall
be entitled to any dividends accruing after the date on which the Redemption
Price of such Series B Preferred Share is paid (or made available for payment
to) to the holder of such Series B Preferred Share. On such date, all rights of
the holder of such Series B Preferred Share shall cease, and such Series B
Preferred Share shall no longer be deemed to be issued and outstanding.

         5E. No Reissuance of Series B Preferred Stock. No share or shares of
the Series B Preferred Stock acquired by the Corporation by reason of
redemption, purchase or otherwise shall be reissued, and all such shares shall
be canceled, retired and eliminated from the shares which the Corporation shall
be authorized to issue.

         Section 6.  Voting and Other Rights.

         6A. Voting. Except as otherwise provided herein and as otherwise
required by applicable law, the Series B Preferred Stock shall have no voting
rights. The number of Series B Preferred Shares entitled to vote on any matter
shall be determined as of the record date for the determination of shareholders
entitled to vote on such matter or, if no such record date is established, at
the date such vote is taken or any written consent of shareholders is solicited.
Except to the extent otherwise required by law, the holders of Series B
Preferred Stock shall vote together as a single class on all matters.

         6B. Other Rights. In addition to any rights provided by law, without
the written consent of the holders of two thirds (66-2/3%) of the Series B
Preferred Shares then outstanding, the Corporation shall not:

                           (i) authorize any proposed amendment to the
         Corporation's Certificate of Incorporation (including this Certificate
         of Designation) that would increase or decrease the aggregate number of
         authorized shares of Series B Preferred



Series B Preferred Stock

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         Stock, increase or decrease the par value of any shares of Series B
         Preferred Stock, or alter or change the powers, preferences or special
         rights of the Series B Preferred Stock so as to adversely affect them;
         or

                           (ii) authorize, issue or sell, or obligate itself to
         authorize, issue or sell, any class or series of preferred stock that
         is senior to or pari passu with the Series B Preferred Stock with
         respect to dividends, liquidation preferences or redemption rights
         (other than additional shares of Series B Preferred Stock which are
         issued in lieu of cash dividends pursuant to Section 2).

         Section 7. Registration of Transfer. The Corporation shall keep at its
principal office a register for the registration of Series B Preferred Stock.
Upon the surrender of any certificate representing Series B Preferred Stock at
such place, the Corporation shall, at the request of the record holder of such
certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor representing in the aggregate
the number of Series B Preferred Shares represented by the surrendered
certificate. Subject to any stockholder or other agreements between the
Corporation and the holders of Series B Preferred Stock, each such new
certificate shall be registered in such name and shall represent such number of
Series B Preferred Shares as is requested by the holder of the surrendered
certificate and shall be substantially identical in form to the surrendered
certificate, and dividends shall accrue on the Series B Preferred Stock
represented by such new certificate from the date to which dividends have been
fully paid on such Series B Preferred Stock represented by the surrendered
certificate.

         Section 8. Replacement. Upon receipt of evidence reasonably
satisfactory to the Corporation of the ownership and the loss, theft,
destruction or mutilation of any certificate evidencing Series B Preferred
Stock, and in the case of any such loss, theft or destruction, upon receipt of
indemnity reasonably satisfactory to the Corporation, or, in the case of any
such mutilation upon surrender of such certificate, the Corporation shall (at
its expense) execute and deliver in lieu of such certificate a new certificate
of like kind representing the number of Series B Preferred Shares of such class
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate, and dividends
shall accrue on the Series B Preferred Stock represented by such new certificate
from the date to which dividends have been fully paid on such lost, stolen,
destroyed or mutilated certificate.

         Section 9. Definitions. As used in this Certificate, the following
terms are used with the meanings ascribed thereto in this Section 9.

         "Additional Amount" means the quotient equal to $2,044,324.70 divided
by the total number of outstanding and accrued Series B Preferred Shares as of
the liquidation.


Series B Preferred Stock
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         "Catch Up Dividends" means the amount of dividends, if any, at any time
required to be paid on a Series B Preferred Share so that the amount of
dividends paid on such share from its issue date to the payment date shall equal
the amount of dividends which a holder of such share would have received on such
share and on all Series B Preferred Stock dividend shares traceable to such
share directly or by reason of Series B Preferred Stock dividends on such Series
B Preferred Stock dividend shares, had the Corporation made timely payment of
all Series B Preferred Stock dividends by the issuance of shares of Series B
Preferred Stock from such issue date; provided, however, that such amount shall
be reduced by the amount of dividends actually paid on the Series B Preferred
Stock, whether in cash or in shares of Series B Preferred Stock.

         "Change of Control" has the meaning ascribed thereto in the indenture
governing the Senior Subordinated Notes.

         "Common Stock" means, collectively, the Corporation's Common Stock and
any capital stock of any class of the Corporation hereafter authorized which is
not limited to a fixed sum or percentage of par or liquidation or stated value
in respect to the rights of the holders thereof to participate in dividends or
in the distribution of assets upon any liquidation, dissolution or winding up of
the Corporation.

         "Dividend Amount" means $953.97.

         "Fair Market Value" means the fair market value determined (i) in the
case of any property to be valued where the value of such property is reasonably
likely to exceed $5,000,000 in the aggregate, absent any agreement between the
Corporation and the holders of two-thirds (66-2/3%) of the Series B Preferred
Stock then outstanding, by an Independent Investment Banking Firm retained by
the Corporation (the fees and expenses of which shall be the responsibility of
the Corporation) selected as set forth below and (ii) in all other cases, in
good faith by the Board of Directors. In the circumstances identified in clause
(i) of the immediately preceding sentence, the Board of Directors shall provide
to each holder of the Series B Preferred Stock subject to such distribution a
list of three Independent Investment Banking Firms none of whom shall be an
affiliate of the Corporation, and within 15 days of receipt of such list, the
holders of a majority of the Preferred Stock subject to such distribution shall
select from such list the Independent Investment Banking Firm to perform the
calculation; provided, however, that in the event an Independent Investment
Banking Firm is not selected within such 15 day period, the Board of Directors
shall make such selection.

         "Independent Investment Banking Firm" means any investment banking firm
which is not the beneficial owner of any equity interest in the Company or any
shareholder of the Company.

         "Initial Share Value" means $4,938.00 per share.


Series B Preferred Stock

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         "Iron Age" means Iron Age Corporation, a Delaware corporation.

         "Junior Securities" means any Common Stock or any other equity
securities of the Corporation which rank junior as to liquidation rights,
dividend rights and redemption rights to the Series B Preferred Stock.

         "Mezzanine Investors" shall have the meaning set forth in the
Stockholders Agreement.

         "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

         "Public Equity Offering" has the meaning ascribed thereto in the
indenture governing the Senior Subordinated Notes.

         "Redemption Date" as to any Series B Preferred Share means the date
specified in the notice of any redemption at the Corporation's option or as
required hereby; provided that no such date shall be a Redemption Date unless
the Redemption Price of such Series B Preferred Share is actually paid (or made
available for payment) in full on such date, and if not so paid in full, the
Redemption Date shall be the date on which such amount is fully paid (or made
available for payment).

         "Redemption Price" means, for each Series B Preferred Share, the
Liquidation Amount thereof.

         "Senior Subordinated Notes" means the 9"% Senior Subordinated Notes of
Iron Age issued pursuant to the indenture among Iron Age and The Chase Manhattan
Bank, as trustee.

         "Senior Discount Notes" means the 12 "% Senior Discount Notes of the
Corporation issued pursuant to the indenture among the Corporation and The Chase
Manhattan Bank, as trustee.

         "Stockholders Agreement" means the Stockholders Agreement dated on or
about February 26, 1997 among the Corporation and the stockholders named
therein, as amended and in effect from time to time, a copy of which is
maintained at the Corporation's headquarters and is available to holders of
Series B Preferred Shares upon request.

         "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other



Series B Preferred Stock
<PAGE>   9

Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control the managing general partner of such limited liability
company, partnership, association or other business entity.

         Section 10. Amendment and Waiver. No amendment, modification or waiver
shall be binding or effective with respect to any provision hereof without the
prior written consent of the holders of two thirds (66-2/3%) of the Series B
Preferred Stock outstanding at the time such action is taken; provided that no
such action shall change (a) the rate at which or the manner in which dividends
on the Series B Preferred Stock accrue or the times at which such dividends
become payable or the amount payable on redemption of the Series B Preferred
Stock or the times at which redemption of Series B Preferred Stock is to occur
or (b) the percentage required to approve any change described in clause (a)
above, without the prior written consent of the holders of one hundred percent
(100%) of the Series B Preferred Stock then outstanding; and provided further
that no change in the terms hereof may be accomplished by merger or
consolidation of the Corporation with another corporation or entity unless the
Corporation has obtained the prior written consent of the holders of the
applicable percentage of the Series B Preferred Stock then outstanding.

         Section 11. Notices. Any notice or other communication referred to
herein shall be in writing, addressed as hereinafter provided, and shall be
deemed effective (a) when delivered, (b) if sent by overnight courier, two
Business Days after the same shall have been deposited with such courier, or (c)
if delivered or sent by facsimile transmission, upon confirmation of
transmission. Such notices or other communication shall be addressed as follows:
(i) if to the Corporation, at its principal executive offices and (ii) if to any
stockholder, at such holder's address as it appears in the stock records of the
Corporation (unless otherwise indicated by any such holder).

         Section 12. Adjustment. All numbers and amounts set forth herein which
refer to share prices or amounts or liquidation preference related amounts,
shall be appropriately adjusted (as determined by the Board of Directors) to
reflect any stock splits, stock dividends, combinations of shares and other
recapitalizations affecting the Series B Preferred Stock.




Series B Preferred Stock
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         IN WITNESS WHEREOF, said Iron Age Holdings Corporation has caused this
Certificate of Designation, Preferences and Rights to be executed by an officer
of said Corporation thereunto duly authorized this 29th day of December, 1999.


                                      IRON AGE HOLDINGS CORPORATION



                                      By  /s/ Andrea Geisser
                                         ----------------------------------
                                         Name:  Andrea Geisser
                                         Title:  Vice President