Articles of Incorporation - Coach Inc.


                                   COACH, INC.

                            ARTICLES OF INCORPORATION

THIS IS TO CERTIFY THAT:

                                    ARTICLE I
                                  INCORPORATOR

         The  undersigned,  James J. Hanks,  Jr.,  whose  address is c/o Ballard
Spahr Andrews & Ingersoll,  LLP, 300 East Lombard  Street,  Baltimore,  Maryland
21202,  being at least 18 years of age, does hereby form a corporation under the
general laws of the State of Maryland.

                                   ARTICLE II
                                      NAME

         The name of the corporation (the "Corporation") is:

                                   COACH, INC.

                                   ARTICLE III
                                     PURPOSE

         The purposes for which the Corporation is formed are to engage in any
lawful act or activity for which corporations may be organized under the general
laws of the State of Maryland as now or hereafter in force.

                                   ARTICLE IV
                  PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

         The address of the principal office of the Corporation in the State of
Maryland is c/o Ballard Spahr Andrews & Ingersoll, LLP, 300 East Lombard Street,
Baltimore, Maryland 21202, Attention: James J. Hanks, Jr. The name of the
resident agent of the Corporation in the State of Maryland is James J. Hanks,
Jr., whose post office address is c/o Ballard Spahr Andrews & Ingersoll, LLP,
300 East Lombard Street, Baltimore, Maryland 21202. The resident agent is a
citizen of and resides in the State of Maryland.





                                    ARTICLE V
                        PROVISIONS FOR DEFINING, LIMITING
                      AND REGULATING CERTAIN POWERS OF THE
                CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

         Section 5.1 NUMBER OF DIRECTORS. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors. The
number of directors of the Corporation initially shall be four, which number may
be increased or decreased by the Board of Directors pursuant to the Bylaws, but
shall never be less than the minimum number required by the Maryland General
Corporation Law (the "MGCL"). The names of the directors who shall serve until
the first annual meeting of stockholders and until their successors are duly
elected and qualify are:

                                    Lew Frankfort
                                    Gary Grom
                                    Keith Monda
                                    Richard Oberdorf

         The Corporation elects, at such time as such election becomes available
under Section 3-802(b) of the MGCL, that, except as may be provided by the Board
of Directors in setting the terms of any class or series of Preferred Stock (as
hereinafter defined), any and all vacancies on the Board of Directors may be
filled only by the affirmative vote of a majority of the remaining directors in
office, even if the remaining directors do not constitute a quorum and any
director elected to fill a vacancy shall serve for the remainder of the full
term of the directorship in which such vacancy occurred; PROVIDED, HOWEVER, that
at any time at which there is a Majority Holder, any vacancy on the Board of
Directors which results from the removal of a director may be filled only by the
affirmative vote of the holder or holders of shares entitled to cast a majority
of the votes entitled to be cast generally in the election of directors and any
vacancy which results from any reason other than removal shall be filled only by
the affirmative vote of a majority of the remaining directors and only with a
director having the qualification of having been nominated, and whose election
has been consented to, by the Majority Holder or, if such vacancy remains
unfilled at the time of the next meeting of the stockholders, by the affirmative
vote of the holder or holders of shares entitled to cast a majority of the votes
entitled to be cast generally in the election of directors.

         As used herein, "Majority Holder" means any Person, who, together with
its Affiliates, beneficially owns shares the holders of which are entitled to
cast a majority of the votes entitled to be cast generally in the election of
directors.

         As used herein, "Person" shall mean an individual, corporation,
partnership, estate, trust, association, joint stock company or other entity and
also includes a group as that term is used for purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended.



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         As used herein, "Affiliate" means as to any Person, any other Person
which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such Person. A Person shall be deemed to control another
Person if the controlling Person possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of the other
Person, whether through the ownership of voting securities, by contract or
otherwise. Without limitation, any director, trustee, executive officer or
beneficial owner of 10% or more of the equity of a Person shall for the purposes
of this charter, be deemed to control the other Person.

         The Corporation elects, at such time as such election becomes available
under Section 3-802(b) of the MGCL, that the directors may not be designated
into classes pursuant to Section 3-803 of the MGCL without the approval of a
majority of the votes cast on such matter by the holders of shares entitled to
vote generally in the election of directors.

         Section 5.2 EXTRAORDINARY ACTIONS. Any provision of law permitting or
requiring any action to be taken or authorized by the affirmative vote of the
holders of a greater number of votes, any such action shall be effective and
valid if taken or authorized by the affirmative vote of holders of shares
entitled to cast a majority of all the votes entitled to be cast on the matter.

         Section 5.3 AUTHORIZATION BY BOARD OF STOCK ISSUANCE. The Board of
Directors may authorize the issuance from time to time of shares of stock of the
Corporation of any class or series, whether now or hereafter authorized, or
securities or rights convertible into shares of its stock of any class or
series, whether now or hereafter authorized, for such consideration as the Board
of Directors may deem advisable (or without consideration in the case of a stock
split or stock dividend), subject to such restrictions or limitations, if any,
as may be set forth in the charter or the Bylaws.

         Section 5.4 PREEMPTIVE RIGHTS. Except as may be provided by the Board
of Directors in setting the terms of classified or reclassified shares of stock
pursuant to Section 6.4, no holder of shares of stock of the Corporation shall,
as such holder, have any preemptive right to purchase or subscribe for any
additional shares of stock of the Corporation or any other security of the
Corporation which it may issue or sell.

         Section 5.5 INDEMNIFICATION. The Corporation shall have the power, to
the maximum extent permitted by Maryland law in effect from time to time, to
obligate itself to indemnify and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to (a) any individual who is a
present or former director or officer of the Corporation or (b) any individual
who, while a director of the Corporation and at the request of the Corporation,
serves or has served as a director, officer, partner or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise from and against any claim or liability to which such person
may become subject or which such person may incur by reason of his or her
service in that capacity. The Corporation shall have the power, with the



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approval of the Board of Directors, to provide such indemnification and
advancement of expenses to a person who served a predecessor of the Corporation
in any of the capacities described in (a) or (b) above and to any employee or
agent of the Corporation or a predecessor of the Corporation.

         Section 5.6 DETERMINATIONS BY BOARD. The determination by the Board of
Directors as to any matter relating to the business and affairs of the
Corporation shall be final and conclusive and shall be binding upon the
Corporation and every holder of shares of its stock.

                                   ARTICLE VI
                                      STOCK

         Section 6.1 AUTHORIZED SHARES. The Corporation has authority to issue
100,000,000 shares of Common Stock, $.01 par value per share ("Common Stock"),
25,000,000 shares of Preferred Stock, $.01 par value per share ("Preferred
Stock"). The aggregate par value of all authorized shares of stock having par
value is $1,250,000. If shares of one class of stock are classified or
reclassified into shares of another class of stock pursuant to this Article VI,
the number of authorized shares of the former class shall be automatically
decreased and the number of shares of the latter class shall be automatically
increased, in each case by the number of shares so classified or reclassified,
so that the aggregate number of shares of stock of all classes that the
Corporation has authority to issue shall not be more than the total number of
shares of stock set forth in the first sentence of this paragraph. The Board of
Directors, without any action by the stockholders of the Corporation, may amend
the charter to increase or decrease the aggregate number of shares of stock or
the number of shares of stock of any class or series that the Corporation has
authority to issue.

         Section 6.2 COMMON STOCK. Each share of Common Stock shall entitle the
holder thereof to one vote. The Board of Directors may reclassify any unissued
shares of Common Stock from time to time in one or more classes or series of
stock.

         Section 6.3 PREFERRED STOCK. The Board of Directors may classify any
unissued shares of Preferred Stock and reclassify any previously classified but
unissued shares of Preferred Stock of any series from time to time, in one or
more classes or series of stock.

         Section 6.4 CLASSIFIED OR RECLASSIFIED SHARES. Prior to issuance of
classified or reclassified shares of any class or series, the Board of Directors
by resolution shall: (a) designate that class or series to distinguish it from
all other classes and series of stock of the Corporation; (b) specify the number
of shares to be included in the class or series; (c) set or change, subject to
the express terms of any class or series of stock of the Corporation outstanding
at the time, the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends or other distributions, qualifications
and terms and conditions of redemption for each class or series; and (d) cause
the Corporation to file articles supplementary with the State Department of
Assessments and Taxation of Maryland ("SDAT"). Any of the terms of any class or
series of 



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stock set or changed pursuant to clause (c) of this Section 6.4 may be made
dependent upon facts or events ascertainable outside the charter (including
determinations by the Board of Directors or other facts or events within the
control of the Corporation) and may vary among holders thereof, provided that
the manner in which such facts, events or variations shall operate upon the
terms of such class or series of stock is clearly and expressly set forth in the
articles supplementary filed with the SDAT.

         Section 6.5 CHARTER AND BYLAWS. All persons who shall acquire stock in
the Corporation shall acquire the same subject to the provisions of the charter
and the Bylaws.

                                   ARTICLE VII
                                   AMENDMENTS

         The Corporation reserves the right from time to time to make any
amendment to its charter, now or hereafter authorized by law, including any
amendment altering the terms or contract rights, as expressly set forth in this
charter, of any shares of outstanding stock. All rights and powers conferred by
the charter on stockholders, directors and officers are granted subject to this
reservation.

                                  ARTICLE VIII
                              CONFLICTS OF INTEREST

         Section 8.1 The Corporation previously was a wholly-owned subsidiary or
division of Sara Lee (as defined below). In anticipation of the fact that the
Corporation will cease to be a wholly-owned subsidiary of Sara Lee, but that
Sara Lee may remain a stockholder of the Corporation, and in anticipation that
the Corporation and Sara Lee may engage in the same or similar activities or
lines of business and have an interest in the same areas of corporate
opportunities, and in recognition of (i) the benefits to be derived by the
Corporation through its continued contractual, corporate and business relations
with Sara Lee (including service of officers and directors of Sara Lee as
officers and directors of the Corporation) and (ii) the difficulties attendant
to any director, who desires and endeavors fully to satisfy such director's
duties, in determining the full scope of such duties in any particular
situation, the provisions of this Article VIII are set forth to regulate, define
and guide the conduct of certain business and affairs of the Corporation as they
may involve Sara Lee and its officers and directors, and the powers, rights,
duties and liabilities of the Corporation and its officers, directors and
stockholders in connection therewith.

         Section 8.2 Except as Sara Lee may otherwise agree in writing,

         (a) Sara Lee shall not have a duty to refrain from engaging directly or
indirectly in the same or similar business activities or lines of business as
the Corporation, and



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         (b) neither Sara Lee nor any officer or director thereof shall be
liable to the Corporation or its stockholders for breach of any duty by reason
of any such activities of Sara Lee or of such person's participation therein.

         Section 8.3 In the event that Sara Lee acquires knowledge of a
potential transaction or matter that may be a corporate opportunity for Sara Lee
and the Corporation, Sara Lee shall have no duty to communicate or offer such
corporate opportunity to the Corporation and shall not be liable to the
Corporation or its stockholders for breach of any duty as a stockholder of the
Corporation or controlling person of a stockholder by reason of the fact that
Sara Lee pursues or acquires such corporate opportunity for itself, directs such
corporate opportunity to another person or entity, or does not communicate
information regarding, or offer, such corporate opportunity to the Corporation.

         Section 8.4 In the event that a director, officer or employee of the
Corporation who is also a director, officer or employee of Sara Lee acquires
knowledge of a potential transaction or matter that may be a corporate
opportunity for the Corporation and Sara Lee (whether such potential transaction
or matter is proposed by a third-party or is conceived of by such director,
officer or employee of the Corporation), such director, officer or employee
shall be entitled to offer such corporate opportunity to the Corporation or Sara
Lee as such director, officer or employee deems appropriate under the
circumstances in his or her sole discretion, and no such director, officer or
employee shall be liable to the Corporation or its stockholders for breach of
any duty by reason of the fact that (i) such director, officer or employee
offered such corporate opportunity to Sara Lee (rather than the Corporation) or
did not communicate information regarding such corporate opportunity to the
Corporation or (ii) Sara Lee pursues or acquires such corporate opportunity for
itself or directs such corporate opportunity to another person or does not
communicate information regarding such corporate opportunity to the Corporation.

         Neither Sara Lee nor any officer or director thereof shall be liable to
the Corporation or its stockholders for breach of any duty by reason of the fact
that Sara Lee or an officer or director thereof takes or fails to take any
action or exercises or fails to exercise any right or gives or withholds any
consent in connection with any agreement or contract between Sara Lee and the
Corporation. No vote cast or other action taken by such person in his or her
capacity as a director of the Corporation, shall constitute an action of or
exercise of a right or a consent of Sara Lee for the purpose of any such
agreement or contract.

         Section 8.5 Any Person purchasing or otherwise acquiring any interest
in any shares of stock of the Corporation shall be deemed to have notice of and
to have consented to the provisions of this Article VIII.

         Section 8.6 For purposes of this Article VIII only, (i) the term
"Corporation" shall mean the Corporation and its Affiliates, other than Sara
Lee, and (ii) the term "Sara Lee" shall mean Sara Lee Corporation, a Maryland
corporation, its successors and its Affiliates, other 



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than the Corporation, and shall also include any Majority Holder to whom Sara
Lee has transferred its stock of the Corporation.

         Section 8.7 Notwithstanding anything in this charter to the contrary,
the foregoing provisions of this Article VIII shall expire on the date that Sara
Lee ceases to beneficially own stock of the Corporation representing at least
50% of the total number of outstanding shares of stock entitled to vote
generally in the election of directors of the Corporation. Neither the
alteration, amendment, change or repeal of any provision of this Article VIII
nor the adoption of any provision of this charter inconsistent with any
provision of this Article VIII shall eliminate or reduce the effect of this
Article VIII in respect of any matter occurring, or any cause of action, suit or
claim that, but for this Article VIII, would accrue or arise, prior to such
alteration, amendment, repeal or adoption.

                                   ARTICLE IX
                             LIMITATION OF LIABILITY

         To the maximum extent that Maryland law in effect from time to time
permits limitation of the liability of directors and officers of a corporation,
no director or officer of the Corporation shall be liable to the Corporation or
its stockholders for money damages. Neither the amendment nor repeal of this
Article IX, nor the adoption or amendment of any other provision of the charter
or Bylaws inconsistent with this Article IX, shall apply to or affect in any
respect the applicability of the preceding sentence with respect to any act or
failure to act which occurred prior to such amendment, repeal or adoption.

         IN WITNESS WHEREOF, I have signed these Articles of Incorporation and
acknowledge the same to be my act on this 1st day of June, 2000.


                               /s/ James J. Hanks, Jr.



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