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PAGE 1
 
 I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF TOYS
R US HOLDINGS, INC., FILED IN THIS OFFICE ON THE THIRD DAY OF AUGUST, A.D. 2007, AT 8:17
OCLOCK A.M.
 A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER
OF DEEDS.
 /s/
Harriet Smith WindsorHarriet Smith Windsor, Secretary of
State AUTHENTICATION: 5899645DATE: 08-03-07 2581085  8100
    (SEAL)070886704




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State of DelawareSecretary of StateDivision of CorporationsDelivered 09:00 AM 08/03/2007FILED 08:17 AM 08/03/2007SRV 070886704  2581085 FILE
     Corporation
 1.
    
    The name of the Corporation is Toys R Us Holdings, Inc. The Corporation filed its
original Certificate of Incorporation with the Secretary of State of the State of
Delaware on January 11, 1996, under the name of TRU Netherlands Holdings 1, Inc. The
Corporation filed its Amended and Restated Certificate of Incorporation (the Amended
Certificate) with the Secretary of State of the State of Delaware on July 21, 2005.2.
    
    Article FOURTH of the Amended and Restated Certificate of Incorporation of Toys R Us
Holdings, Inc. is hereby amended and restated in its entirety as follows:FOURTH. Authorized Shares.(i) Authorized Shares. The total number of shares of capital stock which
the Corporation has authority to issue is 55,000,000 shares of common stock, par
value $0.01 per share (the Common Stock).(ii) Voting Rights. The holders of Common Stock shall be entitled to one
vote per share on all matters to be voted on by the
Corporations stockholders.(iii) Registration of Transfer. The Corporation shall keep at its
principal office (or such other place as the Corporation reasonably designates) a
register for the registration of the Common Stock. Upon the surrender of any
certificate representing shares of Common Stock at such place, the Corporation
shall, at the request of the registered holder of such certificate, execute and
deliver a new certificate or certificates in exchange therefore representing in the
aggregate the number of shares represented by the surrendered certificate and the
Corporation forthwith shall cancel such surrendered certificate. Each such new
certificate will be registered in such name and will represent such number of
shares as is requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate. The issuance of
new certificates shall be made without charge to the holders of the surrendered
certificates for any issuance tax in respect thereof or other cost incurred by the
Corporation in connection with such issuance.(iv) Replacement. Upon receipt of evidence reasonably satisfactory to the
Corporation (it being understood that an affidavit of the registered holder will
be satisfactory) of the ownership and the loss, theft, destruction or mutilation
of any certificate evidencing one or more shares of Common Stock, and in the case
of any such loss, theft or destruction, upon receipt of
indemnity reasonably satisfactory to the




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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 shares represented by such lost, stolen,
destroyed or mutilated certificate and dated the date of such lost, stolen,
destroyed or mutilated certificate.3.
    
    Pursuant to Sections 228 and 242 of the Delaware General Corporation Law,
Amendment No. 1 to the Amended and Restated Certificate of Incorporation (the
Amendment) has been duly adopted and amends the Amended Certificate as set forth
herein.4.
    
    Immediately upon the filing of the Amendment with the Secretary of State of the State of
Delaware, each outstanding share of the Corporations Class A Common Stock, par value $0.01
per share, and Class L Common Stock, par value $0.01 per share, shall be converted into a
number of shares of common stock, par value $0.01 per share, as determined by the Plan of
Reorganization adopted by the Corporation on August 3, 2007.
  TOYS R US HOLDINGS, INC.By:
    /s/ David J. SchwartzName:
    David J. SchwartzTitle:
    
    Assistant SecretaryDate signed: August 3, 2007