Restated Certificate of Incorporation

EXHIBIT 10.1


CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
QUIKSILVER, INC.


Quiksilver, Inc. (the "Company"), a corporation organized and existing under the laws of the State of Delaware, does hereby certify that:


FIRST: The original Certificate of Incorporation of the Company was filed with the Secretary of State of Delaware on October 24, 1986. On April 8, 1996, the Company filed a Restated Certificate of Incorporation. On September 11, 2002, the Company filed a Certificate of Amendment of Restated Certificate of Incorporation. On April 9, 2003, the Company filed a Certificate of Amendment of Restated Certificate of Incorporation.


SECOND: The Restated Certificate of Incorporation of Quiksilver, Inc. is hereby amended by deleting Article FOURTH and replacing it with the following:


FOURTH:


A. The total nu ...