RESTATED CERTIFICATE OF INCORPORATION

                                   OF

                          INTERCO INCORPORATED


          It is hereby certified that:

               1.     (a)     The present name of the corporation is
     INTERCO INCORPORATED (hereinafter called the "Corporation").

                    (b)     The name under which the Corporation was
     originally incorporated was International Shoe Company and the date of
     filing the original Certificate of Incorporation of the Corporation
     with the Secretary of State of the State of Delaware was March 16,
     1921.

               2.     Provision for the making of this Restated Certificate
     of Incorporation is contained in an Order of the United States
     Bankruptcy Court for the Eastern District of Missouri, Eastern
     Division (the "Court") in Consolidated Case No. 9140442172.

               3.     Such Order authorizes and directs the President of
     the Corporation to make, execute and acknowledge this Restated
     Certificate of Incorporation.

               4.     In accordance with Sections 242, 245 and 303 of the
     General Corporation Law of the State of Delaware, this Restated
     Certificate of Incorporation restates and integrates and further
     amends the provisions of the Restated Certificate of Incorporation of
     the Corporation filed July 1987, as heretofore amended or supplemented
     (the "1987 Restated Certificate of Incorporation".)

               5.     The text of the 1987 Restated Certificate of
     Incorporation is hereby restated and further amended to read in its
     entirety as follows:

               FIRST.     The name of the Corporation is INTERCO
     INCORPORATED.

               SECOND.     Its registered office in the State of Delaware
     is located at 32 Loockerman Square, Suite L-100, Dover, Kent County,
     Delaware 19901.  The name and address of its registered agent is The
     Prentice-Hall Corporation System, Inc., 229 South State Street, Dover,
     Delaware.

               THIRD.     The nature of the business, and the objects and
     purposes proposed to be transacted, promoted and carried on, are to do
     any or all of the things herein mentioned, and in any part of the
     world, as fully and to the same extent as natural persons might or
     could do, viz:

               (1)     To produce, prepare, manufacture, buy, sell, and<PAGE>





     deal in and with all kinds of boots, shoes, footwear of all kinds,
     leather, findings, rubber, rubber materials, and fabrics of all sorts
     and the raw materials from which rubber materials or fabrics are
     produced and all articles and things of every description that may be
     produced or manufactured;

               (2)     The building, leasing, owning and operating of
     factories, tanneries, buildings and warehouses for the purpose of
     producing, manufacturing and selling boots, shoes, footwear of all
     kinds, leather, rubber and findings, and for the purpose of doing a
     general mercantile and manufacturing business;

               (3)     To manufacture, buy, sell, lease, operate, and deal
     in and with all kinds of machinery, tools and implements and
     mechanical devices and contrivances of every name and nature
     whatsoever; and especially to manufacture, buy, sell, lease, operate,
     and deal in and with all sorts of boot and shoe machinery of every
     kind and character whatsoever which may be useful in connection with
     the manufacture of boots, shoes, or other footwear;

               (4)     In general, to produce, prepare, manufacture, and
     deal in and with goods, wares, merchandise, property, material rights,
     and things of every class and description;

               (5)     To this end, to engage in intrastate and interstate
     business, and to do these things either as principals, or as agents,
     factors, brokers, consignees, trustees, or otherwise, and in this, and
     in all other purposes in this certificate enumerated or referred to,
     to have others act as agents, factors, brokers, consignees and
     trustees for the corporation, and to exploit and advertise such
     businesses by any and all appropriate means, including the
     manufacture, purchase, rental, lease, and the sale, lease, or
     exhibition, for profit or otherwise, of motion pictures;

               (6)     To build, purchase, or otherwise acquire, install,
     lease, rent, charter, own, manage, operate, use, mortgage, pledge or
     otherwise encumber, sell, exchange or otherwise handle, deal with or
     dispose of tanneries, factories, manufacturing plants, stores, or
     buildings, warehouses, docks, vessels, airships, aeroplanes,
     transportation companies and facilities on land and sea and in the
     air, with all equipment and other property, real, personal, or mixed,
     deemed by the Corporation to be necessary or advisable;

               (7)     To purchase, or otherwise acquire, take, rent,
     lease, own, manage, use, develop, alter, improve, operate, deal in,
     handle, hold, borrow or lend money upon, mortgage or otherwise
     encumber, assign mortgages and deeds of trust upon, exchange, sell or
     otherwise dispose of, convey and transfer, buildings or other real
     property, improved and unimproved and any interest therein either
     within the State of Delaware or any part of the world;

               (8)     To apply for, obtain, register, purchase, lease or
     otherwise acquire and hold, own, use, operate, introduce, sell,
     assign, or otherwise dispose of and deal with any and all licenses,<PAGE>





     easements, trademarks, trade names, brands and distinctive marks, and
     rights analogous thereto, concessions, copyrights and patent rights,
     whether issued or applied for or not, and all inventions,
     improvements, formulae, information, and processes used in connection
     with or secured under letters patent of the United States or elsewhere
     or otherwise; and to use, exercise, develop, grant licenses in respect
     of, or otherwise turn to account, any such trademarks, trade names,
     brands, distinctive marks, and rights analogous thereto, processes,
     formulae, information, patents, patent rights, copyrights, licenses,
     inventions, improvements, easements, concessions and the like, and
     with a view to the working and development of the same, carry on any
     lawful business whatsoever, whether manufacturing or otherwise, which
     the Corporation may deem calculated directly or indirectly to
     accomplish its objects of any of them;

               (9)     To make, purchase, otherwise acquire, deal in, enter
     into and perform, contracts of every sort and kind in connection with
     the business and powers herein stated with any individual, firm,
     association or corporation (private, public, quasi-public, or
     municipal), and with the government of the United States, or of any
     state, territory, colony, or other subdivision or possession thereof,
     or of any foreign government, state, territory, colony, or other
     subdivision or possession thereof;

               (10)     To acquire, for the purposes herein set forth, the
     whole or any part of the assets, business, good will, formulae,
     processes, contracts, bills, notes and accounts receivable, rights and
     property of all kinds, and to undertake and assume the whole or any
     part of the liabilities, of any person, firm, association or
     corporation within the limits of law, and to pay for the same and/or
     for any other property, real or personal, which the Corporation may
     acquire, in cash, stock of this Corporation of any class or classes,
     bonds or otherwise; to hold, own, mortgage, pledge, encumber, use,
     operate, develop, manage, hire, lease, rent, assign, transfer,
     exchange, trade and deal in and with, sell and convey, or in any
     manner dispose of, the whole or any part of the property so acquired;
     to conduct in any lawful manner the whole or any part of any business
     so acquired and to exercise all the powers necessary or convenient in
     and about the conduct and management of such business;

               (11)     To purchase or otherwise acquire, hold, own, sell,
     guarantee the payment of dividends upon, assign, transfer, deliver,
     mortgage, pledge or otherwise encumber or dispose of shares of the
     capital stock, of any class, or voting trust certificates or other
     certificates issued in respect of the shares of the capital stock, or
     any class, of other corporations or associations, organized or
     existing under the laws of the State of Delaware, or of any other
     state, territory, district, colony or dependency of the United States
     of America or of any foreign country; to purchase, or otherwise
     acquire, hold, own, sell, assign, transfer, deliver, endorse,
     guarantee, protect, and assist in the performance and payment of,
     mortgage, pledge or otherwise encumber or dispose of, notes, bonds,
     debentures or other securities, obligations or evidences of
     indebtedness, both principal and interest, or contracts issued,<PAGE>





     created or entered into by, or any claims against, any person,
     partnership, firm, corporation or association organized or existing
     under the laws of the State of Delaware, or of any other state,
     territory, district, colony, or dependency of the United States of
     America or of any foreign country; to issue and deliver shares of the
     capital stock, of any class, bonds, or other obligations of this
     Corporation in exchange for any such stock, voting trust or other
     certificates, or for any such bonds, notes, debentures, securities,
     obligations, contracts, evidences of indebtedness or claims; and while
     the owner or holder of any such shares of stock, voting trust or other
     certificates, bonds, notes, debentures, securities, obligations,
     contracts, evidences of indebtedness or claims, to possess and
     exercise in respect thereof any and all of the rights, powers and
     privileges of ownership, including the right to vote upon, or in
     respect of such shares, voting trust certificates or other
     certificates in person or by proxy; and upon a distribution of the
     assets or a division of the profits of this Corporation to distribute
     any such shares of stock, voting trust or other certificates, bonds,
     notes, securities, obligations, contracts, evidences of indebtedness
     or claims, or the proceeds thereof, among the holders of the stock of
     this Corporation in accordance with their respective interests; to
     aid, in any manner, any corporation, association, person, partnership
     or firm, the stock, bonds, obligations, voting trust or other
     certificates,notes, debentures, securities, contracts, evidences of
     indebtedness or claims of or against which, or any part thereof, are
     held or are in any manner endorsed or guaranteed by this Corporation,
     or in which this Corporation is directly or indirectly interested, and
     to do any other acts or things for the preservation, protection,
     improvement or enhancement of the value of any such stocks,
     certificates, bonds, obligations, notes, debentures, securities,
     contracts, evidences of indebtedness or claims, and to do any acts or
     things designed for any such purpose;

               (12)     To borrow money and to issue, sell or pledge or
     otherwise encumber bonds, notes, debentures or other evidences of
     indebtedness of this Corporation of any character to such amount, and
     in such denominations and on such terms as the Board of Directors may
     determine, subject to the other provisions of this Restated
     Certificate of Incorporation, and to secure the repayment of said
     money and the performance of the obligations entered into under said
     bonds, notes, debentures and other evidences of indebtedness and the
     performance of the covenants, agreements and conditions in any
     instrument given to secure the same, by pledge, mortgage, deed of
     trust, assignment in trust, or other encumbrances upon any or all of
     the property of the Corporation, real, personal or mixed, or
     otherwise, or, if deemed advisable, by mortgage of its good will or of
     some or all of the franchises of the Corporation in such manner as may
     be allowed by law; to draw, make, accept, endorse, take, invest in,
     purchase or otherwise acquired, hold, own, execute, issue, sell and
     dispose of, trade and deal in, mortgage, pledge, assign, transfer, and
     otherwise handle promissory notes, drafts, acceptances, warrants,
     debentures, checks and other negotiable, non-negotiable, transferable
     or non-transferable instruments or other evidences of indebtedness and
     choices in action;<PAGE>





               (13)     To purchase, hold, sell and transfer the shares of
     its own capital stock; provided it shall not use its funds or property
     for the purchase of its own shares of capital stock when such use
     would cause any impairment of its capital; and provided further that
     shares of its own capital stock belonging to it shall not be voted
     upon directly or indirectly;

               (14)     To carry on the above and any other business in any
     part of the world, and to do any and all things which may seem to the
     Corporation capable of being conveniently carried on or done in
     connection with the objects herein set forth, or any of them, or
     calculated directly or indirectly to develop the Corporation's
     business, or to enhance the value of the Corporation's property or
     rights not forbidden by the laws of the State of Delaware; and to do
     all or any of the above things in any part of the world, as
     principals, agents, contractors, consignees, factors, brokers,
     trustees, or otherwise, and by and through trustees, agents,
     contractors, consignees, factors, brokers, or otherwise, and either
     alone or in conjunction with other individuals, firms, associations or
     corporations; and

               (15)     To engage in any other lawful act or activity for
     which corporations may be organized under the General Corporation Law
     of the State of Delaware.

               The objects and purposes specified herein shall, except
     where otherwise expressed, be in no way limited or restricted by
     reference to or inference from the terms of any other clause or
     paragraph of this Restated Certificate of Incorporation.  The objects,
     purposes and powers specified in each of the clauses or paragraphs in
     this Restated Certificate of Incorporation shall be regarded as
     independent objects, purposes and powers.

               The foregoing shall be construed both as objects, purposes
     and powers and the enumeration thereof shall not be held to limit or
     restrict in any manner the lawful powers of this Corporation.

               FOURTH.     The total number of shares of capital stock of
     all classes which the Corporation shall have the authority to issue is
     One Hundred Ten Million (110,000,000) shares; all of such shares shall
     be without nominal or par value; Ten Million (10,000,000) shares shall
     be Preferred Stock and One Hundred Million (100,000,000) shares shall
     be Common Stock.  All persons who shall acquire stock in the
     Corporation shall acquire the same subject to the provisions of this
     Restated Certificate of Incorporation.

               Pursuant to Section 8.06 of the Joint Plan of Reorganization
     of the Corporation as confirmed by the United States Bankruptcy Court
     for the Eastern District of Missouri, Eastern Division in Consolidated
     Case No. 9140442172 (the "Plan"), as of the Effective Date (as that
     term is defined in the Plan), any and all of the authorized capital
     stock of the Corporation, whether issued or unissued, including any
     right to acquire such capital stock pursuant to any agreement,
     arrangement, or understanding, including, but not limited to, the Old<PAGE>





     Common Stock Rights Agreement (as that term is defined in the Plan) or
     upon exercise of conversion rights, exchange rights, warrants,
     options, Old Common Stock Purchase Rights or other rights, existing
     immediately prior to the Effective Date was deemed cancelled and of no
     further force or effect without any action on the part of the
     stockholders or Board of Directors of the Corporation.  The holders of
     such cancelled capital stock and any cancelled right to acquire such
     capital stock have no rights arising from or relating to such capital
     stock (or the stock certificates representing such cancelled stock) or
     any right to acquire such capital stock or the cancellation thereof.

               Notwithstanding anything contained in this Restated
     Certificate of Incorporation to the contrary, the Corporation will not
     issue nonvoting equity securities to the extent prohibited by Section
     1123 of the Bankruptcy Code; provided, however, that this paragraph: 
     (a) will have no further force and effect beyond that required under
     Section 1123 of the Bankruptcy Code, (b) will have such force and
     effect, if any, only for so long as such Section is in effect and
     applicable to the Corporation, and (c) in all events may be amended or
     eliminated in accordance with applicable law from time to time in
     effect.

               The designations and the powers, preferences and rights, and
     the qualifications, limitations or restrictions thereof, of the
     classes of stock of this Corporation which are fixed by this Restated
     Certificate of Incorporation, and the express grant of authority to
     the Board of Directors to fix by resolution or resolutions the
     designations and the powers, preferences and rights, and the
     qualifications, limitations and restrictions of the shares of
     Preferred Stock, which are not fixed by this Restated Certificate of
     Incorporation, are as follows:


                        SUBDIVISION ONE - PREFERRED STOCK

               A.     The Preferred Stock may be issued from time to time
     in any amount, not exceeding in the aggregate (including all shares of
     any and all series thereof theretofore issued and not theretofore of
     concurrently therewith redeemed or theretofore converted) the total
     number of shares of Preferred Stock hereinabove authorized, as
     Preferred Stock of one or more series, as hereinafter provided.  All
     shares of any one series of Preferred Stock shall be alike in every
     particular.  Each series of Preferred Stock shall be distinctively
     designated by letter or descriptive words and all series shall rank
     equally and be identical in all respects except as permitted by the
     provisions of Section B of this SUBDIVISION ONE.

               B.     Authority is hereby expressly granted to and vested
     in the Board of Directors of the Corporation to cause the Preferred
     Stock to be issued from time to time in one or more series and in
     connection therewith to fix by resolution or resolutions
     (collectively, a "Preferred Stock Designation") providing for the
     issue of such series the number of shares to be included in such
     series and the designations and such voting powers, full or limited,<PAGE>





     or no voting powers, and such of the preferences and relative,
     participating, optional or other special rights, and the
     qualifications, limitations or restrictions thereof, of such series of
     the Preferred Stock which are not fixed by this Restated Certificate
     of Incorporation, to the full extent now or hereafter permitted by the
     laws of the State of Delaware.  Without limiting the generality of the
     grant of authority contained in the preceding sentence, the Board of
     Directors is authorized to determine any or all of the following, and
     the shares of each series may vary from the shares of any other series
     in any or all of the following respects:

               (1)     The number of shares of such series (which may
     subsequently be increased, except as otherwise provided by the
     resolutions of the Board of Directors providing for the issue of such
     series, or decreased to a number not less than the number of shares
     then outstanding) and the distinctive designation thereof;

               (2)     The dividend rights, if any, of such series, the
     dividend preferences, if any, as between such series and any other
     class or series of stock, whether and the extent to which shares of
     such series shall be entitled to participate in dividends with shares
     of any other series or class of stock, whether and the extent to which
     dividends on such series shall be cumulative, and any limitations,
     restrictions or conditions on the payment of such dividends;

               (3)     The time or times during which, the price or prices
     at which, and any other terms or conditions on which the shares of
     such series may be redeemed, if redeemable;

               (4)     The rights of such series, and the preferences, if
     any, as between such series and any other class or series of stock, in
     the event of any voluntary or involuntary liquidation, dissolution or
     winding up of the Corporation and whether and the extent to which
     shares of any such series shall be entitled to participate in such
     event with any other class or series of stock;

               (5)     The voting powers, if any, in addition to the voting
     powers prescribed by law of shares of such series, and the terms of
     exercise of such voting powers;

               (6)     Whether shares of such series shall be convertible
     into or exchangeable for shares of any other series or class of stock,
     or any other securities, and the terms and conditions, if any,
     applicable to such right; and

               (7)     The terms and conditions, if any, of any purchase,
     retirement or sinking fund which may be provided for the shares of
     such series.<PAGE>





                         SUBDIVISION TWO - COMMON STOCK

               A.     The Common Stock of this Corporation may be issued,
     from time to time, for such consideration as may be fixed, from time
     to time, by the Board of Directors.

               B.     After full cumulative dividends upon the Preferred
     Stock then outstanding shall have been paid for all past dividend
     periods in accordance with, and if required by, the terms of any
     Preferred Stock Designation, and after or concurrently with making
     such payments, or declaring and setting apart for payment in
     accordance with, and if required by, the terms of the Preferred Stock
     Designation, full dividends on the Preferred Stock then outstanding to
     the end of the then current dividend period, then and not otherwise,
     the holders of Common Stock shall, subject to the provisions hereof,
     be entitled to receive, out of any net profits or net assets of the
     Corporation legally available for dividends, such dividends as may
     from time to time be declared by the Board of Directors.

               In the event of any voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation, after the holders of the
     Preferred Stock then outstanding shall have received the full
     preferential amounts, if any, to which such holders are entitled
     pursuant to the terms of the Preferred Stock Designation upon such
     voluntary or involuntary liquidation, dissolution or wind up, the
     holders of Common Stock shall be entitled to share ratably in all
     assets of the Corporation then remaining according to the number of
     shares of Common Stock held by them respectively. 

               All holders of Common Stock shall be entitled to one vote
     for each share of Common Stock standing of record in their respective
     names; subject, however, to the provisions of the By-Laws of the
     Corporation as from time to time amended with respect to the closing
     of the transfer books and the fixing of a record date.

               C.     The holders of Common Stock shall have no preemptive
     right to purchase or subscribe for any shares of capital stock of the
     Corporation of any class whether now or hereafter authorized.

               FIFTH.     The Corporation is to have perpetual existence.

               SIXTH.     The private property of the stockholders of the
     Corporation shall not be subject to the payment of corporate debts to
     any extent whatsoever.

               SEVENTH.     (a)     The following provisions are inserted
     for the conduct of the affairs of the Corporation, and it is expressly
     provided that the same are intended to be in furtherance and not in
     limitation or exclusion of the powers conferred by statute:

               (1)     The number of directors of the Corporation
          (exclusive of directors (the "Preferred Stock Directors") who may
          be elected by the holders of any one or more series of Preferred
          Stock which may at any time be outstanding, voting separately as<PAGE>





          a class or classes pursuant to rights to elect directors under
          specified circumstances) shall not be less than nine nor more
          than twenty-one, the exact number within said limits to be fixed
          from time to time solely by resolution of the Board of Directors,
          acting by not less than a majority of the directors then in
          office.

               (2)     The Board of Directors (exclusive of Preferred Stock
          Directors, if any) shall be divided into three classes, as nearly
          equal in size as possible, with the term of office of one class
          expiring each year.  Subject to the provisions of Paragraphs
          (a)(3) and (b) of this Article SEVENTH, (i) the terms of one such
          class of the directors in office as of the Effective Date shall
          expire at the first annual meeting of stockholders held after the
          Effective Date, the terms of a second such class of such
          directors shall expire at the second annual meeting of
          stockholders held after the Effective Date, and the terms of the
          third such class of such directors shall expire at the third
          annual meeting of stockholders held after the Effective Date, and
          (ii) at each annual meeting of stockholders, directors of each
          class the term of which shall then expire shall be elected to
          hold office for a three-year term and until the election and
          qualification of their respective successors in office.  If the
          number of directors (other than Preferred Stock Directors, if
          any) is changed, any increase or decrease shall be apportioned by
          the Board of Directors among the three classes so that the number
          in each class shall be as nearly equal as possible.  Election of
          directors need not be by ballot unless the By-Laws so provide.

               (3)     Pursuant to the Plan, three new directors were
          designated as "Class A Directors" to hold office for a term
          beginning on the Effective Date and expiring at the third annual
          meeting of stockholders held after the Effective Date (but in no
          event earlier than June 1, 1995).  Such directors and their
          successors are referred to herein as "Class A Directors".  All
          Class A Directors, whether in office at the Effective Date or
          elected as a successor to any such director, shall be assigned to
          the class of directors whose terms expire at the third annual
          meeting of stockholders held after the Effective Date (but in no
          event earlier than June 1, 1995), and from and after such meeting
          all references to Class A Directors in this Restated Certificate
          of Incorporation will expire and have no further force or effect,
          without any action on the part of the stockholders or the Board
          of Directors of the Corporation.

               (4)     Subject to the rights of the holders of any one or
          more series of Preferred Stock then outstanding to elect
          directors under circumstances specified in any Preferred Stock
          Designation, newly created directorships resulting from any
          increase in the authorized number of directors, or any vacancies
          in the Board of Directors resulting from death, resignation,
          retirement, disqualification, removal from office or other cause,
          shall be filled solely by the Board of Directors, except that
          vacancies in the positions of the Class A Directors shall be<PAGE>





          filled by the remaining Class A Directors with a substitute
          reasonably acceptable to a majority of the directors, other than
          the Class A Directors, then in office.  Any director elected in
          the remainder of the full term of the class of directors in which
          the new directorship was created or a vacancy occurred and until
          such director's successor shall have been elected and qualified. 
          No decrease in the number of directors shall shorten the term of
          any incumbent director.

               (5)     Subject to the rights of the holders of any one or
          more series of Preferred Stock then outstanding to elect
          directors under circumstances specified in any Preferred Stock
          Designation, any director, or the entire Board of Directors, may
          be removed from office at any time, but only for cause and only
          by the affirmative vote of the holders of a majority of the
          combined voting power of the outstanding shares of stock of the
          Corporation entitled to vote generally in the election of
          directors, voting together as a single class; provided that in
          the case of Class A Directors the affirmative vote of the holders
          of at least a majority of the shares of Commons Stock actually
          voting at a meeting called for such purpose, excluding any shares
          of Common Stock or other securities of which a Substantial
          Stockholder is the Beneficial Owner, shall also be required.

               (6)     The By-Laws may prescribe the number of directors
          necessary to constitute a quorum and such number may be less than
          a majority of the total number of directors, but shall not be
          less than one-third of the total number of directors.

               (7)     Except as may be otherwise provided by statute or in
          this Restated Certificate of Incorporation, the business and
          affairs of the Corporation shall be managed under the direction
          of the Board of Directors.

               (8)     Notwithstanding any other provision of law which
          might otherwise permit a lesser vote or no vote, but in addition
          to any affirmative vote of the holders of any particular class of
          stock of the Corporation entitled to vote generally in the
          election of directors required by law of this Restated
          Certificate of Incorporation, the affirmative vote of (i) the
          holders of not less than three-fourths of the combined voting
          power of the outstanding shares of stock of the Corporation
          entitled to vote generally in the election of directors, voting
          together as a single class at a meeting called for such purpose,
          and (ii) in addition, the holders of a majority of the combined
          voting power of such shares (or in the case of any alteration,
          amendment, adoption of an inconsistent provision or repeal
          relating to Class A Directors, a majority of the shares of Common
          Stock) actually voting at such meeting excluding any shares of
          Common Stock or other securities of which a Substantial
          Stockholder is the Beneficial Owner, inconsistent with or repeal
          this Article SEVENTH or Paragraph (a) of Article EIGHTH.

               (9)     For purposes of this Article SEVENTH and Articles<PAGE>





          ELEVENTH and TWELFTH, the term "Substantial Stockholder" shall
          mean and include (other than the Corporation or any subsidiary
          and other than any employee benefit plan of the Corporation or
          any subsidiary or any trustee of or fiduciary with respect to any
          such plan when acting in such capacity, all of which are excluded
          from such definition):  (a) any individual, corporation,
          partnership or other person or entity which, together with its
          Affiliates and Associates, is the Beneficial Owner in the
          aggregate of more than ten percent of the combined voting power
          of the outstanding shares of stock of the Corporation entitled to
          vote generally in the election of directors, and (b) any
          Affiliate or Associate of any such individual, corporation,
          partnership or other person or entity.

               For purposes of this Article SEVENTH and Articles ELEVENTH
          and TWELFTH, the following terms shall be defined by reference to
          the Securities Exchange Act of 1934 and the Rules in effect
          thereunder on the Effective Date:  "Affiliate" under Rule 12b-2;
          "Associate" under Rule 12b-2; and "Beneficial Owner" under Rule
          13d-3.

               (b)     Notwithstanding anything contained in this Restated
     Certificate of Incorporation to the contrary, Paragraphs (a)(1),
     (a)(2) and (a)(5) of this Article SEVENTH will expire and have no
     further force and effect, and Paragraph (a)(8) of this Article SEVENTH
     will apply only to amendment of Paragraph (a)(9) of this Article
     SEVENTH, without any action on the part of the stockholders or Board
     of Directors of the Corporation, at and from and after the first
     annual meeting of stockholders of the Corporation held on or after
     June 1, 1995, and the terms of all directors then in office shall
     terminate at such meeting, unless such Paragraphs are continued in
     effect by the affirmative vote at such meeting of the holders of a
     majority of the combined voting power of the outstanding shares of
     stock of the Corporation entitled to vote generally in the election of
     directors, voting together as a single class.

               EIGHTH.     In furtherance and not in limitation of the
     powers conferred by the laws of the State of Delaware, the Board of
     Directors is expressly authorized:

               (a)     To make and alter the By-Laws of the Corporation
     subject to the power of the stockholders, at the time entitled to
     vote, to alter or repeal By-Laws made by the Board of Directors;

               (b)     To fix the amount to be reserved as working capital
     and, subject to the other provisions of this Restated Certificate of
     Incorporation, to authorize and cause to be executed mortgages and
     liens upon the property and franchises of the Corporation;

               (c)     If a resolution passed by a majority of the whole
     Board so provides, to designate three or more of their number to
     constitute an Executive Committee, which Committee shall for the time
     being, as provided in said resolution or in the By-Laws of the
     corporation, have and exercise any or all of the powers of the Board<PAGE>





     of Directors in the management of the business and affairs of the
     Corporation and have power to authorize the seal of the Corporation to
     be affixed to all papers which may require it;

               (d)     From time to time to determine whether, to what
     extent, at what times and places and under what conditions and
     regulations the books and accounts of the Corporation, or any of them
     other than the stock ledger, shall be open to the inspection of the
     stockholders; and no stockholder shall have any right to inspect any
     account or book or document of the Corporation, except as conferred by
     law or authorized by resolution of the directors or of the
     stockholders;

               (e)     If the By-Laws so provide, the stockholders and
     directors shall have power to hold their meetings, to have an office
     or offices and to keep the books of the Corporation (subject to the
     provisions of the statute) outside of the State of Delaware at such
     places as may from time to time be designated by them, whether within
     or without the United States of America; and

               (f)     The Corporation may in its By-Laws confer powers
     additional to the foregoing upon the directors, in addition to the
     powers and authority expressly conferred upon them by law.

               NINTH.     No Contract or other transaction between the
     Corporation and any other corporation and no act of the Corporation
     shall in any way be affected or invalidated by the fact that any of
     the directors of the Corporation are pecuniarily or otherwise
     interested in, or are directors or officers of, such other
     corporation; any director individually, or any firm of which any
     director may be a member, may be a party to, or may be pecuniarily or
     otherwise interested in, any contract or transaction of the
     Corporation, provided that the fact that he or such firm is so
     interested, shall be disclosed or shall have been known to the Board
     of Directors or a majority thereof; and any director of the
     Corporation who is also a director or officer of such other
     corporation or who is so interested may be counted in determining the
     existence of a quorum at any meeting of the Board of Directors of the
     Corporation which shall authorize any such contract or transaction,
     and may vote thereat to authorize any such contract or transaction
     with like force and effect as if he were not such director or officer
     of such other corporation or not so interested.

               TENTH.     The Corporation reserves the right to amend,
     alter, change or repeal any provision contained in this Restated
     Certificate of Incorporation, in the manner now or hereafter
     prescribed by statute, and all rights conferred upon stockholders
     herein are granted subject to this reservation.

               ELEVENTH.       Except as otherwise provided in this
     Restated Certificate of Incorporation, any action required or
     permitted to be taken by the stockholders of the Corporation must be
     affected at a duly called annual or special meeting of stockholders of
     the Corporation and may not be effected by consent in writing by such<PAGE>





     stockholders.  Special meetings of stockholders of this Corporation
     may be called only by the Board of Directors pursuant to a resolution
     approved by a majority of the entire Board of Directors, or by the
     holders of not less than one-fifth of the combined voting power of the
     outstanding shares of stock of the Corporation entitled to vote
     generally in the election of directors (by written notice delivered to
     the Secretary of the Corporation), upon not less than ten and not more
     than sixty days written notice.

               This Article ELEVENTH (and paragraph (a)(9) of Article
     SEVENTH to the extent the terms being amended are used in this Article
     ELEVENTH) may be altered, amended or repealed or an inconsistent
     provision adopted only upon the affirmative vote of (i) the holders of
     not less than three-fourths of the combined voting power of the
     outstanding shares of stock of the Corporation entitled to vote
     generally in the election of directors, voting together as a single
     class at a meeting called for such purpose, and (ii) in addition, the
     holders of a majority of the combined voting power of the shares of
     Common Stock and any other class of stock voting on such matter as a
     single class with the Common Stock actually voting at such meeting,
     excluding any shares of Common Stock and other securities of which a
     Substantial Stockholder is the Beneficial Owner.

               TWELFTH.     The Corporation shall not engage in any
     Affiliate Transaction unless the same shall have been approved by a
     majority of the Disinterested Directors (including, until the first
     annual meeting of stockholders of the Corporation held on or after
     June 1, 1995, at least one Class A Director) and, if the Affiliate
     Transaction must be approved by stockholders under applicable law and
     no Substantial Stockholder is the record owner of at least 90% of the
     outstanding shares of Common Stock and any other class of stock voting
     on such transaction as a single class with such Common Stock, by the
     holders of a majority of the combined voting power of such shares
     actually voting on such transaction at a meeting called for such
     purpose, excluding any shares of Common Stock and other securities of
     which the Substantial Stockholder involved in such transaction is the
     Beneficial Owner.  If, at any time, there is no Disinterested
     Director, a Substantial Stockholder will not be permitted to engage in
     an Affiliate Transaction except with the affirmative vote of the
     holders of at least a majority of the combined voting power of the
     shares of Common Stock and any other class of stock voting on such
     transaction as a single class with the Common Stock actually voting at
     a meeting called for such purpose, excluding any shares of Common
     Stock and other securities of which such Substantial Stockholder is
     the Beneficial Owner.

               For purposes of this Article TWELFTH, the term "Affiliate
     Transaction" shall mean:

               (1)  Any merger or consolidation of the Corporation or any
                    subsidiary of the Corporation with any Substantial
                    Stockholder, regardless of which entity survives;

               (2)  Any sale, lease, exchange, mortgage, pledge, transfer<PAGE>





                    or other disposition (in one transaction or a series of
                    transactions) to or with any Substantial Stockholder of
                    any assets of the Corporation or any subsidiary of the
                    Corporation;

               (3)  The issuance or transfer by the Corporation or any
                    subsidiary of the Corporation of any securities of the
                    Corporation or any such subsidiary to any Substantial
                    Stockholder in exchange for cash, securities or other
                    property (or a combination thereof);

               (4)  Any reclassification of securities, or any
                    recapitalization, of the Corporation or any of its
                    subsidiaries, or any merger or consolidation of the
                    Corporation with any of its subsidiaries (whether or
                    not involving a Substantial Stockholder) or any similar
                    transaction, if the transaction would have the effect,
                    directly or indirectly, of increasing the proportionate
                    share of the outstanding shares of any class of equity
                    or convertible securities of the Corporation or any
                    subsidiary, of which a Substantial Stockholder is the
                    Beneficial Owner; or

               (5)  Any other transaction between the Corporation or any of
                    its subsidiaries and a Substantial Stockholder,
                    including, without limitation, payments of compensation
                    and management fees, but excluding customary directors'
                    fees and other expense reimbursements payable to all
                    directors.

          Notwithstanding the foregoing, the following shall be excluded
          from the definition of "Affiliate Transaction":

               (1)  Bona fide loans (excluding loans convertible into
                    equity) made to the Corporation or any of its
                    subsidiaries by one or more Substantial Stockholders in
                    an aggregate amount not to exceed $10,000,000 in any
                    12-month period;

               (2)  Issuances to a Substantial Stockholder in bona fide
                    offerings of equity, convertible or equity-related
                    securities of the Corporation made for the purpose of
                    raising capital (excluding offerings primarily intended
                    as management of employee compensation) on the same
                    terms as are offered to participants who are not
                    Affiliates, Associates, directors, officers or
                    employees of the Corporation or any Substantial
                    Stockholder or any subsidiary of any thereof, but only
                    to the extent such issuance is required to prevent
                    dilution of such Substantial Stockholder's percentage
                    interest in the Common Stock of the Corporation on a
                    fully diluted basis;

               (3)  The repurchase of debt or equity securities from a<PAGE>





                    Substantial Stockholder on terms identical to those
                    being offered to all other holders of the same
                    securities or, in the case of debt securities only, at
                    market;

               (4)  The preparation and filing of one or more registration
                    statements with respect to securities of the
                    Corporation received by any Substantial Stockholder
                    pursuant to or in connection with the Plan and payment
                    of reasonable expenses associated therewith, other than
                    underwriting discounts and commissions, and all actions
                    relating to the foregoing; and

               (5)  Immaterial transactions in the ordinary course of
                    business between the Corporation or any of its
                    subsidiaries and any Substantial Stockholder.

               For purposes of this Article TWELFTH, the term
     "Disinterested Director" shall mean any member of the Board of
     Directors of the Corporation who, at the relevant time, is not an
     employee or officer of the Corporation or any of its subsidiaries,
     Affiliates or Associates, and is not a Substantial Stockholder or a
     director, officer of employee of a Substantial Stockholder.

               This Article TWELFTH (and paragraph (a)(9) or Article
     SEVENTH to the extent the terms being amended are used in this
     inconsistent provision adopted only upon the affirmative vote of
     Article TWELFTH) may be altered, amended or repealed or an
     inconsistent provision adopted only upon the affirmative vote of (i)
     the holders of not less than three-fourths of the combined voting
     power of the outstanding shares of stock of the Corporation entitled
     to vote generally in the election of directors, voting together as a
     single class at a meeting called for such purpose, and (ii) in
     addition, the holders of a majority of the combined voting power of
     the shares of Common Stock (and in the case of any alteration,
     amendment or repeal or adoption of an inconsistent provision not
     relating to Class A Directors, any other class of stock voting on such
     matter as a single class with the Common Stock) actually voting at
     such meeting, excluding any shares of Common Stock (or other
     securities) or which a Substantial Stockholder is the Beneficial
     Owner.

               In accordance with Section 203(b) of the General Corporation
     Law of the State of Delaware, the Corporation hereby elects not to be
     governed by Section 203 of the General Corporation Law of the State of
     Delaware which restricts the consummation of certain business
     combination transactions in certain circumstances.

               THIRTEENTH.

               1.     In addition to any affirmative vote required or
     permitted by law or this Restated Certificate of Incorporation or the
     By-Laws of the Corporation, and except as otherwise expressly provided
     in Paragraphs 1(a) and 1(b) of this Article THIRTEENTH, the<PAGE>





     Corporation shall not effect, directly or indirectly, any Stock
     Repurchase from an Interested Stockholder unless said Stock Repurchase
     is authorized by the affirmative vote of the holders of a majority of
     the combined voting power of the outstanding shares of stock of the
     Corporation entitled to vote generally in the election of directors
     ("Voting Stock"), voting together as a single class, actually voting
     on such transaction at a meeting called for such purpose, excluding
     any shares which are beneficially owned by such Interested
     Stockholder.

               The preceding provision of this Article THIRTEENTH shall not
     be applicable to any Stock Repurchase from an Interested Stockholder
     if such Stock Repurchase is effected by the Corporation pursuant to:

               (a)  a tender offer or exchange offer by the Corporation for
                    some or all of the outstanding shares of any or all
                    classes of stock of the Corporation made on the same
                    terms to all holders of such shares; as

               (b)  an open market stock purchase program approved by a
                    majority of those members of the Board of Directors who
                    are not directors, officers, employees, Affiliates or
                    Associates of an Interested Stockholder or any
                    Affiliate or Associate of an Interested Stockholder.

               2.   For purposes of this Article THIRTEENTH:

               (a)  The following terms shall be defined by reference to
                    the Securities Exchange Act of 1934 and the Rules in
                    effect thereunder on the Effective Date:  "Affiliate"
                    under Rule 12b-2; "Associate" under Rule 12b-2;
                    "Subsidiary" under Rule 12b-2; and "Beneficial Owner"
                    under Rule 13d-3.

               (b)  An "Interested Stockholder" shall mean a Person (other
                    than any Subsidiary of the Corporation, any profit-
                    sharing, employee stock ownership or other employee
                    benefit plan of the Corporation or any Subsidiary of
                    the Corporation, or any trustee of or fiduciary with
                    respect to any such plan when acting in such capacity,
                    all of which shall be excluded from such definition)
                    who:  (i) has been a Beneficial Owner for a period of
                    less than two years immediately prior to the
                    Determination Date of five percent or more of the
                    issued and outstanding shares of Voting Stock
                    (including any Voting Stock which such Person or any of
                    its Affiliates or Associates has (a) the right to
                    acquire (whether such right is exercisable immediately
                    or only after the passage of time), pursuant to any
                    agreement, arrangement or understanding or upon the
                    exercise of conversion rights, exchange rights,
                    warrants or options, or otherwise, or (b) the right to
                    vote pursuant to any agreement, arrangement or
                    understanding); or (ii) is an Affiliate of the<PAGE>





                    Corporation who was the Beneficial Owner of five
                    percent or more of the issued and outstanding shares of
                    Voting Stock at any time within the two-year period
                    immediately prior to the Determination Date; or (iii)
                    is an assignee of or has otherwise succeeded to any
                    shares of Voting Stock which were beneficially owned by
                    any Interested Stockholder at any time within the two-
                    year period immediately prior to the Determination
                    Date, if such assignment or succession shall have
                    occurred in the course of a transaction or series of
                    transactions not involving a public offering within the
                    meaning of the Securities Act of 1933.

               (c)  The term "Stock Repurchase" shall mean any direct or
                    indirect purchase by the Corporation or any Subsidiary
                    of the Corporation of any shares of the Voting Stock at
                    a price greater than the Market Price of such shares,
                    or any direct or indirect purchase of such shares for
                    any consideration other than cash.

               (d)  "Market Price" shall mean the closing sale price on the
                    last trading day immediately preceding the
                    Determination Date of a share of the Corporation's
                    Voting Stock on the Composite Tape for New York Stock
                    Exchange-Listed Stocks, or, if such Voting Stock is not
                    listed on such Exchange, on the principal United States
                    securities exchange on which such Voting Stock is
                    listed, or, if such Voting Stock is not listed on any
                    such exchange, the closing bid quotation with respect
                    to a share of such Voting Stock on the last trading day
                    immediately preceding the Determination Date on the
                    National Association of Securities Dealers, Inc.
                    Automated Quotations System or any similar system then
                    in use, or if no such quotations are available, the
                    fair market value on the Determination Date of a share
                    of such Voting Stock as determined in good faith by a
                    majority of the Board of Directors.

               (e)  "Determination Date" shall mean the date upon which the
                    determination of Market Price is made by the Board of
                    Directors.

               (f)  The term "Person" shall mean any individual, firm,
                    corporation or other entity and shall include any group
                    comprising any person and any other person with whom
                    such person or any Affiliate or Associate of such
                    person has any agreement, arrangement or understanding,
                    directly or indirectly, for the purpose of acquiring
                    holding, voting or disposing of stock.

               3.     The Board of Directors shall have the power and duty
     to determine for the purposes of this Article THIRTEENTH on the basis
     of information known to its members after reasonable inquiry, (1)
     whether a Person is, and if so, when such Person became, an Interested<PAGE>





     Stockholder, (2) the number of shares of Voting Stock of the
     Corporation or other securities of which any Person is a Beneficial
     Owner and the number of votes entitled to be cast by such Person, (3)
     whether a Person is an Affiliate or Associate of another, and (4)
     whether the price proposed to be paid for any shares of stock of the
     Corporation is in excess of the Market Price of such shares.  Any such
     determination made in good faith shall be binding on and conclusive
     for all parties.

     For the purposes of determining whether a Person is an Interested
     Stockholder pursuant to Paragraph 2(b) of this Article, the shares of
     Voting Stock deemed to be outstanding shall include shares deemed
     beneficially owned by such Person through application of Paragraph
     2(a) of this Article, but shall not include any other shares of Voting
     Stock that may be issuable pursuant to any agreement, arrangement or
     understanding, or upon exercise of conversion rights, warrants or
     options, or otherwise.

               4.     Notwithstanding any other provision of law which
     might otherwise permit a lesser vote or no vote, but in addition to
     any affirmative vote of the holders of any particular class of Voting
     Stock required by law or this Restated Certificate of Incorporation,
     the affirmative vote of the holders of at least three-fourths of the
     Voting Stock, voting together as a single class, shall be required to
     alter, amend, adopt any provision inconsistent with or repeal this
     Article THIRTEENTH.

               5.     Notwithstanding anything contained in this Restated
     Certificate of Incorporation to the contrary, Paragraph 4 of this
     Article THIRTEENTH will expire and have no further force and effect,
     without any action on the part of the stockholders or Board of
     Directors of the Corporation, at the first annual meeting of the
     stockholders of the Corporation held on or after June 1, 1995 unless
     such provisions are continued in effect by the affirmative vote at
     such meeting of the holders of not less than a majority of the
     combined voting power of the outstanding shares of stock of the
     Corporation entitled to vote generally in the election of directors,
     voting together as a single class.

               FOURTEENTH.     A director of the Corporation shall not be
     personally liable to the Corporation or its stockholders for monetary
     damages for any breach of fiduciary duty by such director as a
     director, except (i) for breach of the director's duty of loyalty to
     the Corporation or its stockholders, (ii) for acts or omissions not in
     good faith or which involve intentional misconduct or a knowing
     violation of law, (iii) pursuant to Section 174 of the Delaware
     General Corporation Law, or (iv) for any transaction from which the
     director derived an improper personal benefit.  The Corporation shall
     indemnify its directors and officers to the fullest extent permitted
     by Section 145 of the Delaware General Corporation Law.  No amendment
     to or repeal of this Article FOURTEENTH shall apply to or have any
     effect on the liability or alleged liability of any director of the
     Corporation for or with respect to any acts or omissions of such
     director occurring prior to such amendment or repeal.  If the Delaware<PAGE>





     General Corporation Law is amended hereafter to expand or limit the
     liability of a director, then the liability of a director of the
     Corporation shall be expanded to the fullest extent required or
     limited to the fullest extent permitted by the Delaware General
     Corporation Law, as so amended.

               FIFTEENTH.     No director or Substantial Stockholder (as
     that term is defined in Article SEVENTH hereof) shall have any
     obligation to bring to the attention of the Corporation any business
     or other corporate opportunity which has come to his or its attention
     solely by virtue of his or its involvement, as the case may be, in any
     business enterprise (other than the Corporation or its subsidiaries)
     in which such director or Substantial Stockholder has an interest.

               SIXTEENTH.     Except as provided in Articles FOURTEENTH and
     FIFTEENTH hereof, nothing contained in this Restated Certificate of
     Incorporation shall be construed to relieve any person or entity from
     any fiduciary obligation imposed by law.

     Signed and attested to as of July 29, 1992.

                                        R. B. Loynd                   
                                        ----------------------
                                        President
     Attest:

     D. A. Patterson          
     --------------------------
     Secretary

     STATE OF MISSOURI          )
                              )     SS.:
     COUNTY OF ST. LOUIS          )


               BE IT REMEMBERED THAT, on July 29, 1992, before me, a Notary
     Public duly authorized by law to take acknowledgement of deeds,
     personally came R.B. Loynd, who duly signed the foregoing instrument
     before me and acknowledged that such signing is his act and deed, that
     such instrument as executed is the act and deed of said corporation,
     and that the facts stated therein are true.

               GIVEN under my hand on July 29, 1992.


                                             Betty Mathes             
                                         --------------------------
                                             Notary Public<PAGE>





                         CERTIFICATE OF AMENDMENT
      
                                    OF

                    RESTATED CERTIFICATE OF INCORPORATION


          INTERCO INCORPORATED, a corporation organized and existing under
     and by virtue of the General Corporation Law of the State of Delaware,
     DOES HEREBY CERTIFY:

          FIRST:  That the Board of Directors of said corporation, at a
     meeting duly convened and held on the 26th day of January, 1993,
     proposed amendments to the corporation's Restated Certificate of
     Incorporation, and at such meeting adopted resolutions setting forth
     the amendments proposed, declaring their advisability and directing
     that the amendments proposed be considered at the next annual meeting
     of stockholders of said corporation; said amendments are as follows:

          The Restated Certificate of Incorporation of INTERCO INCORPORATED
     be, and it hereby is, amended as follows:

          Article FOURTH is hereby amended by deleting the third paragraph
     thereof.

          Article SEVENTH is hereby amended by deleting Paragraph (a)(2)
     and substituting the following in lieu thereof:

               "(2)  As of the Effective Date, The Board of Directors
          (exclusive of Preferred Stock Directors, if any) was divided into
          three classes, as nearly equal in size as possible, with the term
          of office of one class expiring each year.  Subject to the
          provisions of Paragraphs (a)(3) and (b) of this Article SEVENTH,
          (i) the terms of one such class of the directors in office as of
          the Effective Date shall expire at the first annual meeting of
          stockholders held after the Effective Date, the terms of a second
          such class of such directors shall expire at the second annual
          meeting of stockholders held after the Effective Date, and the
          terms of the third such class of such directors shall expire at
          the third annual meeting of stockholders held after the Effective
          date, and (ii) at each annual meeting of stockholders, directors
          of each class the term of which shall then expire shall be
          elected to hold office for a one-year term and until the election
          and qualification of their respective successors in office.  If
          the number of directors (other than Preferred Stock Directors, if
          any) is changed, any increase or decrease shall be apportioned by
          the Board of Directors among the classes so that the number in
          each class shall be as nearly equal as possible.  Election of
          directors need not be by ballot unless the By-Laws so provide."


          Article SEVENTH is hereby further amended by deleting the date,
     "June 1, 1995" in the first and last sentences of Paragraph (a)(3) and
     in Paragraph (b) and substituting in lieu thereof the date, "May 1, 1995."<PAGE>





          Article TWELFTH is hereby amended by deleting the date, "June 1,
     1995" in the first sentence of the Article and substituting in lieu
     thereof the date, "May 1, 1995."

          SECOND:  That thereafter, pursuant to resolution of its Board of
     Directors, an annual meeting of the stockholders of said corporation
     was duly called and held, upon notice in accordance with Section 222
     of the General Corporation Law of the State of Delaware at which
     meeting the necessary number of shares as required by statute were
     voted in favor of the amendments.

          THIRD:  That said amendments were duly adopted in accordance with
     the provisions of Section 242 of the General Corporation Law of the
     State of Delaware.

          FOURTH:  That the capital of said corporation will not be reduced
     under or by reason of said amendments.

          IN WITNESS WHEREOF, said INTERCO INCORPORATED has caused its
     corporate seal to be hereunto affixed and this certificate to be
     signed by Richard B. Loynd, its Chairman of the Board, and attested by
     Duane A. Patterson, its Secretary, this 5th day of May, 1993.

                                                                            
                                                 INTERCO INCORPORATED


     ATTEST:                                 By  Richard B. Loynd
                                                 -----------------
                                                 Richard B. Loynd
     By  Duane A. Patterson                      Chairman of the Board
         ---------------------
         Duane A. Patterson
         Secretary<PAGE>





                   Certificate of Ownership and Merger Merging

                            Interco Furniture, Inc.

                           into INTERCO INCORPORATED

                Pursuant to Section 253 of The General Corporation
                           Law of the State of Delaware


          INTERCO INCORPORATED, a corporation organized and existing
     pursuant to the provisions of the General Corporation Law of the State
     of Delaware (the "Corporation") DOES HEREBY CERTIFY:

          FIRST:  That the Corporation owns all the outstanding capital
     stock of Interco Furniture, Inc., a Delaware corporation (the
     "Subsidiary Corporation"); and

          SECOND:  That by resolutions of its board of directors duly
     adopted on the 30th day of January 1996, the Corporation determined to
     effect a merge into itself (the "Merger") of the Subsidiary
     Corporation.  A true copy of such resolutions, which have not been
     modified or amended and remain in full force and effect on the date
     hereof, is attached hereto as Exhibit A; and

          THIRD:  That the Merger shall become effective at 12:01 a.m. on
     March 1, 1996; and

          FOURTH:  That the Corporation shall be the surviving corporation
     in the Merger; and

          FIFTH:  That upon the effectiveness of the Merger, the name of
     the Corporation as specified in Paragraph 1(a) of the Corporation's
     Restated Certificate of Incorporation, as heretofore amended, shall be
     changed to Furniture Brands International, Inc.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate
     of Ownership and Merger to be signed by its Chairman and attested by
     its Secretary, and its corporate seal to be affixed hereto as of the
     26th day of February, 1996.

                                     INTERCO INCORPORATED

                                  By Richard B. Loynd
                                     ----------------------
                                     Richard B. Loynd
                                     Chairman
     Attest:

     Lynn Chipperfield
     ------------------
     Lynn Chipperfield
     Secretary<PAGE>