RESTATED CERTIFICATE OF INCORPORATION
OFFICE DEPOT, INC.
The name of the corporation is Office Depot, Inc.
The address of the Corporation's registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is the
Corporation Trust Company.
The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
4.1 Capital Stock. The total number of shares of capital stock which the
corporation has authority to issue is 400 million shares of Common Stock, par
value of $0.01 per share, and 1 million shares of Preferred Stock, par value of
$0.01 per share.
4.2 Common Stock. Except as otherwise provided by the General Corporation
Law of the State of Delaware, by this restated certificate of incorporation or
any amendments thereto or by resolutions adopted by the board of directors of
the corporation providing for the issuance of Preferred Stock, all of the voting
power of the corporation shall be vested in the holders of the Common Stock, and
each holder of Common Stock shall have one (1) vote for each share of Common
Stock held by such holder on all matters voted upon by the stockholders.
4.3 Preferred Stock. The board of directors of the corporation is
authorized, subject to the limitations prescribed by law and the provisions of
this restated certificate of incorporation, to provide for the issuance of
shares of the Preferred Stock in one or more series, to establish from time to
time the number of shares to be included in each such series and to fix the
designations, voting powers, preferences, rights and qualifications, limitations
or restrictions of the shares of the Preferred Stock of each such series.
The Corporation is to have perpetual existence.
In furtherance and not in limitation of the powers conferred by statute,
the board of directors of the corporation is expressly authorized to make, alter
or repeal the by-laws of the corporation.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the corporation may provide. The books of the
corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the board of directors of the corporation
or in the by-laws of the corporation. Election of directors need not be by
written ballot unless the by-laws of the corporation so provide.
To the fullest extent permitted by the General Corporation Law of the State
of Delaware as the same exists or may hereafter be amended, a director of this
corporation shall not be liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE EIGHT shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
The corporation reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation in the manner now or
hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
The corporation has expressly elected not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.