STATE of WASHINGTON

[SEAL]

SECRETARY of STATE

I, RALPH MUNRO,Secretary of State of the State of Washington and custodian of its seal,hereby issue this

CERTIFICATE OF AMENDMENT

to

CUTTER &
BUCK INC.

a
Washington Profit corporation. Articles of Amendment were filed for record in this office on the date indicated below.

|UBI Number:    601 222 729 | Date:    September 30, 1997                                                                                                            
|-------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------
|[SEAL]                     | Given under my hand and the Seal of the State of Washington at Olympia, the State Capital
/s/RALPH MUNRORalph Munro, Secretary of State

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| | FILED
STATE OF WASHINGTON     
| | ------------------------------
| | SEP 30 1997                   
| | RALPH MUNRO
SECRETARY OF STATE

ARTICLES OF AMENDMENT TO THE  RESTATED ARTICLES OF INCORPORATION  OF CUTTER & BUCK INC.

Pursuant to the provisions of the Washington Business Corporation Act and RCW 23B.10.030 and RCW 23B.10.060, the undersigned corporation hereby submits the
following Articles of Amendment to the Restated Articles of Incorporation for filing.

1.     The
name of the corporation is Cutter & Buck Inc.

2.     The
text of Article 9 of the Restated Articles of Incorporation shall be deleted in its entirety and new Article 9 shall be inserted in its place and shall
read in its entirety as follows:

ARTICLE 9. DIRECTORS



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3.     The
amendment to the Restated Articles of Incorporation does not provide for an exchange, reclassification or cancellation of issued shares.

4.     The
date of the adoption of the amendment by the shareholders was September 26, 1997.

5.     The
above amendment was adopted and duly approved by the Board of Directors and the shareholders in accordance with the provisions of RCW 23B.10.030 and 23B.10.040.

6.     The
amendment will be effective upon filing with the Washington Secretary of State.

|DATED: September 26, 1997 |  | CUTTER & BUCK INC.
|------------------------- |  | ------------------
|                          |  | By                

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[SEAL]

|STATE of WASHINGTON | SECRETARY of STATE
|------------------- | ------------------

I, Ralph Munro,Secretary of State of the State of Washington and custodian of its seal, hereby issue this

CERTIFICATE OF AMENDMENT

to

CUTTER &
BUCK INC.

a
Washington                    Profit                   
 corporation. Articles of Amendment were filed for record in this office on the date indicated below.

Restating
Articles

|U.B.I. Number:    601 222 729 | Date:    August 18, 1995                                                                                                                
|----------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------
|                              | Given under my hand and the seal of the State of Washington, at Olympia, the State Capital
/s/RALPH MUNRORalph Munro, Secretary of State

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| | FILED
STATE OF WASHINGTON     
| | ------------------------------
| | AUG 18 1995                   
| | RALPH MUNRO
SECRETARY OF STATE

RESTATED ARTICLES OF INCORPORATION  OF  CUTTER & BUCK INC.

These Restated Articles of Incorporation are filed pursuant to RCW 23B.10.070.

ARTICLE I. NAME

The name of the corporation is Cutter & Buck Inc. ("Corporation").

ARTICLE 2. DURATION

The period of this Corporation's duration shall be perpetual.

ARTICLE 3. PURPOSES AND POWERS

The purpose of this Corporation is to engage in any business, trade or activity which may lawfully be conducted by a corporation organized under the Washington
Business Corporation Act, including but not limited to every phase and aspect of the design, manufacture and marketing of apparel.

This
Corporation shall have the authority to engage in any and all such activities as are incidental or conducive to the attainment of the purposes of this Corporation and to exercise
any and all powers authorized or permitted under any law that may be now or hereafter applicable or available to this Corporation.

ARTICLE 4. SHARES

4.1Authorized Capital.



4.2Common Stock.The relative rights, preferences, privileges and restrictions granted to or imposed upon the
Common Stock and the holders thereof are as follows:



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ARTICLE 5. PREEMPTIVE RIGHTS

No preemptive rights shall exist with respect to shares of Common Stock of this Corporation.

ARTICLE 6. CUMULATIVE VOTING

No cumulative voting for directors shall be permitted.

ARTICLE 7. CONTRACTS IN WHICH DIRECTORS, OFFICERS AND SHAREHOLDERS HAVE AN INTEREST

This Corporation may enter into contracts and otherwise transact business as vendor, purchaser, or otherwise, with its directors, officers, and shareholders and
with corporations, associations, firms, and entities in which they are or may become interested as directors, officers, shareholders, members, or otherwise, as freely as though such interest did not
exist. In the absence of fraud, the fact that any director, officer, shareholder, or any Corporation, association, firm or other entity of which any director, officer, or shareholder is in any way
interested in any transaction or contract shall not make the transaction or contract void or voidable, or require the director, officer, or shareholder to account to this Corporation for any profits
therefrom if the transaction or contract is or shall be authorized, ratified, or approved by (i) the vote of a majority of a quorum of the Board excluding any interested director or directors,
(ii) the written consent of the holders of a majority of the shares entitled to vote, or (iii) a general resolution approving the acts of the directors and officers adopted at a
shareholders meeting by vote of the holders of the majority of the shares entitled to vote. Nothing herein contained shall create any liability in the events described or prevent the authorization,
ratification or approval of such transactions or contracts in any other manner.

ARTICLE 8. BYLAWS

The Board shall have the power to adopt, amend, or repeal the Bylaws of this Corporation, subject to the power of the shareholders to amend or repeal such Bylaws.
The shareholders shall also have the power to adopt, amend or repeal the Bylaws of this Corporation.

ARTICLE 9. DIRECTORS

The number of directors of this Corporation shall be determined in the manner provided by the Bylaws and may be increased or decreased from time to time in the
manner provided therein.

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ARTICLE 10. LIMITATION OF DIRECTORS' LIABILITY

A director shall have no liability to the Corporation or its shareholders for monetary damages for conduct as a director, except for acts or omissions that
involve intentional misconduct by the director, or a knowing violation of law by the director, or for conduct violating RCW 23B.08.310, or for any transaction from which the director will personally
receive a benefit in money, property or services to which the director is not legally entitled. If the Washington Business Corporation Act is hereafter amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the full extent permitted by the Washington Business Corporation Act, as
so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification for or
with respect to an act or omission of such director occurring prior to such repeal or modification.

ARTICLE 11. INDEMNIFICATION OF DIRECTORS AND OFFICERS

11.1Right to Indemnification.Each person who was, or is threatened to be made a party to or is otherwise
involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was a director or officer of the Corporation or, while a director or officer, he or she is or was serving at the request of the Corporation as a director, trustee, officer, employee or
agent of another Corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director, trustee, officer, employee or agent or in any other capacity while serving as a director, trustee, officer, employee or agent, shall be indemnified and
held harmless by the Corporation, to the full extent permitted by applicable law as then in effect, against all expense, liability and loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who
has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in
Section 11.2 of this Article with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with
a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section 11.1 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; provided, however, that the
payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of any undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 11.1 or otherwise.

11.2Right of Claimant to Bring Suit.If a claim under Section 11.1 of this Article is not paid in full
by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for expenses incurred in defending a proceeding in advance of
its final disposition, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled to
indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final
disposition, where the required undertaking has been tendered to the Corporation), and thereafter the Corporation shall have the burden of proof to overcome the presumption that the claimant is not so
entitled. Neither the failure

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of
the Corporation (including its Board, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement
or advancement of expenses to the claimant is proper in the circumstances nor an actual determination by the Corporation (including its Board, independent legal counsel or its shareholders) that the
claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.

11.3Nonexclusivity of Rights.The right to indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the
Articles of Incorporation, Bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

11.4Insurance, Contracts and Funding.The Corporation may maintain insurance, at its expense, to protect itself
and any director, trustee, officer, employee or agent of the Corporation or 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 Washington Business Corporation Act. The Corporation may, without further
shareholder action, enter into contracts with any director or officer of the Corporation in furtherance of the provisions of this Article and may create a trust fund, grant a security interest or use
other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.

11.5Indemnification of Employees and Agents of the Corporation.The Corporation may, by action of its Board
from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the Corporation with the same scope and effect as the
provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation or pursuant to rights granted pursuant to, or provided by, the
Washington Business Corporation Act or otherwise.

ARTICLE 12. SPECIAL MEETINGS OF SHAREHOLDERS

The President of the Corporation or the Board may call special meetings of the shareholders for any purpose. A special meeting of the shareholders shall be held
if the holders of not less than twenty-five percent (25%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting have delivered to the
Secretary of the Corporation one or more signed and dated written demands for such meeting, describing the purpose or purposes for which the meeting is to be held; provided that upon qualification of
the Corporation as a "public company" under the Washington Business Corporation Act, the percentage-of votes required to call a special meeting shall be thirty percent (30%).

ARTICLE 13. AMENDMENTS TO ARTICLES OF INCORPORATION

This Corporation reserves the right to amend or repeal any of the provisions contained in these Articles of Incorporation, and the rights of the shareholders of
this Corporation are granted subject to this reservation.

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IN
WITNESS WHEREOF, the undersigned submits these Restated Articles of Incorporation this 18th day of August, 1995.

| |  | CUTTER & BUCK INC.
| |  | ------------------
| |  | By                
| |  | Its               

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