<PAGE>
                                                                    Exhibit 3.04


                      ARTICLES OF AMENDMENT AND RESTATEMENT

                                       OF

                                 CSK AUTO, INC.

      Pursuant to the provisions of A.R.S. Section 10-1007, the Corporation
adopts the following Articles of Amendment and Restatement to its Articles of
Incorporation.

      FIRST:  The name of the corporation (hereinafter called the
"Corporation") is:

                                 CSK AUTO, INC.

      SECOND: The attached Amended and Restated Articles of Incorporation (the
"Restatement") correctly set forth the amendments to the Corporation's Amended
and Restated Corporation dated April 22nd, 1997. The Restatement contains
certain amendments to the Articles requiring shareholder approval. The
amendments provide, among other things, for the cancellation of all the issued,
but no longer outstanding shares of the Corporation's Preferred Stock. Upon the
effectiveness of the Restatement, the Preferred Stock of the Corporation shall
automatically be cancelled and shall be of no further force or effect, with no
further action by or on behalf of the Corporation.

      THIRD: The number of shares of stock outstanding at the time of such
adoption was 2,000 shares of Common Stock and 50,000 shares of Series A
Cumulative Preferred Stock, and the number of shares entitled to vote on the
amendment was 2,000 shares of Common Stock and 50,000 shares of Series A
Cumulative Preferred Stock.

      FOURTH:  The designation and number of outstanding shares of each class
or series entitled to vote thereon, as a class or series, was as follows:

<TABLE>
<CAPTION>
      CLASS OR SERIES                                   NUMBER OF SHARES
<S>                                                     <C>
      Common Stock                                           2,000
      Series A Cumulative Preferred Stock                   50,000
</TABLE>

      FIFTH: The number of shares of each class or series entitled to vote
thereon as a class or series that voted for or against such amendment,
respectively, was:

<TABLE>
<CAPTION>
      CLASS OR SERIES                         NUMBER FOR        NUMBER AGAINST
<S>                                           <C>               <C>
      Common Stock                                2,000                -0-
      Series A Cumulative Preferred Stock       50,000                 -0-
</TABLE>

The number cast for the amendments by each voting group was sufficient for
approval for that voting group.


                                       1
<PAGE>
      SIXTH: This amendment provides for a decrease in the capitalization of the
Corporation and the cancellation of the class of Preferred Stock. This amendment
also alters the rights of the holders of Series A Cumulative Preferred Stock.

      SEVENTH: This amendment shall be effective, in accordance with Section
10-123 of the Arizona Business Corporation Act, upon filing with the Arizona
Corporation Commission.

      DATED:  April 23, 1997

                                    CSK AUTO, INC.



                                    By:  /s/ James Bazlen
                                       ____________________________________
                                            James Bazlen, President

ATTEST:

By:  /s/ Lon Novatt
   _______________________________
       Lon Novatt, Secretary


                                       2
<PAGE>
Exhibit A

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                                 CSK AUTO, INC.

      The Amended and Restates Articles of Incorporation of CSK Auto, Inc.
are hereby amended in their entirety to read as follows:

      FIRST: The name of the corporation (hereinafter called the "Corporation")
is:

                                 CSK AUTO, INC.

      SECOND: The address, including street, number, city, and county, of the
known place of business of the Corporation in the State of Arizona is 645 E.
Missouri Avenue, Suite 400, City of Phoenix, County of Maricopa, and the name of
the statutory agent of the Corporation in the State of Arizona is Corporation
Service Company, 3636 North Central Avenue, Phoenix, Arizona 85012.

      THIRD:  The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the Arizona
Business Corporation Act ("ABCA").

      FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Two Hundred Twenty-Six Thousand
Five Hundred (226,500). There shall be two classes of stock of the Corporation.
The first class of stock of the Corporation shall have a par value of $.01 per
share and shall be designated as "Common Stock" and the number of shares
constituting such class shall be Twenty Thousand (20,000). The second class of
stock of the Corporation shall have a par value of $.01 per share and shall be
designated as "Series A Cumulative Preferred Stock" and the number of shares
constituting such class shall be Two Hundred Six Thousand Five Hundred
(206,500), said class is sometimes referred to in these Articles as "Series A
Preferred Stock." The par value shall be paid in at such time as the Board of
Directors of the Corporation (the "Board") may designate, in cash, real or
personal property, services, lease, option to purchase, or any other valuable
right or thing for the uses and purposes of the Corporation, and all shares of
capital stock, when issued in exchange therefor, shall thereupon and thereby
become and be fully paid, the same as though paid for in cash at par, and shall
be non-assessable forever, and the judgment of the Board as to the value of any
property, right or thing acquired in exchange for capital stock shall be
conclusive.

      The designation, preferences, privileges, voting powers, restrictions and
qualifications of the shares of Common Stock and Series A Preferred Stock are as
follows:

      (A)   COMMON STOCK

      The number of authorized shares of Common Stock is Twenty Thousand
(20,000).


                                       3
<PAGE>
            1. Dividends. Subject to the prior and superior right of the holders
      of Series A Preferred Stock, the holders of Common Stock shall be entitled
      to receive dividends and, when and in the amount declared by the Board,
      out of any funds legally available therefore.

            2. Liquidation. In the event of any liquidation, dissolution or
      winding up of the Corporation, whether voluntary of involuntary (each, a
      "Liquidation"), the holders of Common Stock shall be entitled to receive,
      out of the net assets of the Corporation, after payment or provision for
      payment of the debts and other liabilities of the Corporation and the
      amounts to be distributed to the holders of Series A Preferred Stock that
      portion of the remaining funds to be distributed. Such funds shall be paid
      to the holders of Common Stock on the basis of the number of shares of
      Common Stock held by each of them. Neither the consolidation nor merger of
      the Corporation into or with any other corporation nor the sale or
      transfer by the Corporation of all or any part of its assets shall be
      deemed a Liquidation within the meaning of the provisions of this Section
      (A)2.

            3. Voting. Shares of Common Stock shall entitle the holder thereof
      to one vote for each share held with respect to all matters voted on by
      the stockholders of the Corporation.

      (B)   SERIES A CUMULATIVE PREFERRED STOCK

      The number of authorized shares of Series A Preferred Stock is Two Hundred
Six Thousand Five Hundred (206,500). The designations, preferences and relative,
participating optional and other special rights of the Series A Preferred Stock,
and the qualifications, limitations and restrictions thereof, are as follows:

            1.    Dividend Rate

                  (a) Dividends on the shares of Series A Preferred Stock
      (including Additional Shares, as defined herein) shall accrue from the
      date on which each specific share of Series A Preferred Stock is issued at
      a rate of twelve percent (12%) per annum computed on the basis of the
      actual number of days elapsed in a 360-day year of twelve 30-day months,
      and shall be paid in cash when and as declared by the Board to the extent
      the Corporation has funds legally available to pay such dividends in cash
      and the use of such funds would not violate any law or statute and would
      not directly or indirectly (with the passage of time or giving of notice)
      cause a default or event of default under any indebtedness or other
      contractual agreement of the Corporation. To the extent that the dividend
      payment due upon any Dividend Payment Date (as defined herein) is not paid
      in full in cash the Corporation shall, to the extent it does not violate
      any law or statue, pay such dividend by means of the issuances of
      Additional Shares (or fractions thereof), which shares will be issued in
      such amount that the aggregate Liquidation Preference (as defined herein)
      of such shares is equal to the aggregate dollar value of dividends that
      the Corporation is not paying in cash on such Dividend Payment Date. A
      dividend payment paid in Additional Shares shall be deemed to fully
      satisfy the Corporation's obligations with respect to dividends for all
      purposes, provided that such payment is in accordance with the provisions
      of this subsection. All Additional Shares issued as a dividend with


                                       4
<PAGE>
      respect to the Series A Preferred Stock will thereupon be duly authorized,
      validly issued, fully paid and nonassessable. All dividends shall be
      cumulative and shall be payable semi-annually in arrears on April 30 and
      October 31 of each year, commencing in the case of the first issuance of
      shares of Series A Preferred Stock, April 30, 1997 (each such date being
      hereinafter individually a "Dividend Payment Date" and collectively the
      "Dividend Payment Dates"), except that if any Dividend Payment Date is a
      Saturday, Sunday or legal holiday then such dividend shall be paid on the
      next business day following such Dividend Payment Date and no additional
      amount shall accrue as a result of such delay. Holders of shares of Series
      A Preferred Stock shall not be entitled to any dividends, whether payable
      in cash, Additional Shares, property or stock, in excess of full
      cumulative dividends, as provided in paragraphs (a) and (b) of this
      Section I on the Series A Preferred Stock. For purposes of this Section
      (B) "Additional Shares" means any shares of Series A Preferred Stock (or
      fractions thereof) issued in payment of dividends in lieu of cash dividend
      payments.

                  (b) Each dividend shall be paid to the holders of record of
      shares of Series A Preferred Stock as they appear on the books of the
      Corporation on the record date, not exceeding 30 days prior to the
      Dividend Payment Date thereof, as shall be fixed by the Board. Dividends
      in arrears may be declared and paid at any time, without reference to any
      regular Dividend Payment Date; to holders of record on such date, not
      exceeding 45 days preceding the payment date thereof, as may be fixed by
      the Board.

                  (c) Each fractional share of Series A Preferred Stock
      outstanding shall be entitled to a ratably proportionate amount of all
      dividends accruing with respect to each outstanding share of Series A
      Preferred Stock pursuant to paragraphs (a) and (b) of this Section 1, and
      all such dividends with respect to such outstanding fractional shares
      shall be cumulative and shall accrue (whether or not declared), and shall
      be payable in the same manner and at such times as provided for in
      paragraphs(a) and (b) of this Section 1 with respect to dividends on each
      outstanding share of Series A Preferred Stock. Each fractional share of
      Series A Preferred Stock outstanding shall also be entitled to a ratably
      proportionate amount of any other distributions made with respect to each
      outstanding share of Series A Preferred Stock, and all such distributions
      shall be payable in the same manner and at the same time as distributions
      on each outstanding share of Series A Preferred Stock.

                  (d) Except as hereinafter provided, no dividends (either in
      cash or Additional Shares) shall be declared or paid or set apart for
      payment on the shares of Series A Preferred Stock for any period if the
      Corporation shall be in default in the payment of any dividends (including
      cumulative dividends, if applicable) on any shares of preferred stock
      ranking, as to dividends, prior to the Series A Preferred Stock, unless a
      dividend sufficient to cure such default shall be contemporaneously
      declared and paid.

                  (e) Except as hereinafter provided, no dividends shall be
      declared or paid or set apart for payment on the preferred stock of any
      class or series ranking, as to dividends, on a parity with or junior to
      the Series A Preferred Stock for any period unless full cumulative
      dividends have been or contemporaneously are declared and paid on the
      Series A Preferred Stock through the last Dividend Payment Date. When
      dividends are


                                       5
<PAGE>
      not paid in full in cash, as aforesaid, upon the shares of Series A
      Preferred Stock and any other preferred stock ranking on a parity as to
      dividends with the Series A Preferred Stock, all dividends declared upon
      shares of the Series A Preferred Stock and any other preferred stock
      ranking on a parity as to dividends with the Series A Preferred Stock
      shall be declared pro rata so that the amount of each dividend declared
      per share on the Series A Preferred Stock and such other preferred stock
      shall in all cases bear to each other the same ratio that accrued each
      dividend per share on the shares of the Series A Preferred Stock and such
      other preferred stock bear to each other. Nothing herein shall limit or
      prevent the distribution of dividends payable in the form of Additional
      Shares. Such dividends paid in the form of Additional Shares shall not be
      included in any calculation of accrued or pro rata dividends for purposes
      of this paragraph (e) of Section 1.

            2. Optional Redemption. The shares of Series A Preferred Stock are
      redeemable on the terms and conditions set forth below, at any time or
      from time to time, at the option of the Corporation expressed by
      resolution of the Board, at a per share redemption price of One Thousand
      and Ten Dollars ($1,010.00) plus, in each case, accrued and unpaid
      dividends thereon to the date fixed for redemption. The shares of Series A
      Preferred Stock may be redeemed in whole or in part in not more than three
      partial redemptions, provided that in the first of such three partial
      redemptions not less than 20% of the number of shares of Series A
      Preferred Stock the outstanding shall be redeemed, that in the second of
      such three partial redemptions not less than 50% of the number of shares
      of Series A Preferred Stock then outstanding shall be redeemed, and that
      in the third of such three partial redemptions all of the shares of Series
      A Preferred Stock then outstanding shall be redeemed.

            3. Procedure for Redemption.

                  (a) If fewer than all the outstanding shares of Series A
      Preferred Stock are to be redeemed, the number of shares to be redeemed
      shall be determined by the Board, subject to the provisions of Section 2
      above, and the shares to be redeemed shall be determined by lot or pro
      rata as may be determined by the Board or by any other method as may be
      determined by the Board in its sole discretion to be equitable.

                  (b) Notice of a redemption shall be given by first class mail,
      postage prepaid, mailed not less than 30 nor more than 60 days prior to
      the redemption date, to each holder of record of the shares to be
      redeemed, at such holder's address as the same appears on the books of the
      Corporation. Each such notice shall state: (i) the redemption date; (ii)
      the number of shares of Series A Preferred Stock to be redeemed and, if
      fewer than all the shares held by such holder are to be redeemed, the
      number of such shares to be redeemed from such holder; (iii) the
      redemption price; (iv) the place or places where certificates for such
      shares are to be surrendered for payment of the redemption price; (v) that
      dividends on the shares to be redeemed will cease to accrue on such
      redemption date; and (vi) any other information required by applicable
      laws or regulations.

                  (c) Notice having been mailed as aforesaid, from and after the
      redemption date (unless default shall be made by the Corporation in
      providing money for the payment of the redemption price of the shares
      called for redemption) dividends on the


                                       6
<PAGE>
      shares shall no longer be deemed to be outstanding, and all rights of the
      holders thereof as stockholders of the Corporation (except the right to
      receive from the Corporation the redemption price plus accrued and unpaid
      dividends to the date fixed for redemption) shall cease. Upon surrender of
      the certificates for any shares so redeemed in accordance with said notice
      (properly endorsed or assigned for transfer, if the Board shall so require
      and the notice shall so state), such shares shall be redeemed by the
      Corporation at the redemption price aforesaid. In case fewer than all of
      the shares presented by any such certificate are redeemed, a new
      certificate shall be issued representing the unredeemed shares without
      cost to the holder thereof.

                  (d) Any shares of Series A Preferred Stock which shall at any
      time have been redeemed shall, after such redemption, have the status of
      authorized but unissued shares of Series A Preferred Stock. No redeemed
      shares of Series A Preferred Stock shall be reissued as shares of Series A
      Preferred Stock.

                  (e) If the Corporation shall be in default in the payment of
      any dividends on any shares of preferred stock ranking, as to dividends,
      prior to the Series A Preferred Stock, then no shares of Series A
      Preferred Stock shall be redeemed and the Corporation shall not purchase
      or otherwise acquire any shares of Series A Preferred Stock.

                  (f) Notwithstanding the foregoing provisions of this Section
      3, unless the full cumulative dividends on all outstanding shares of
      Series A Preferred Stock shall have been paid or contemporaneously are
      declared and paid through the last Dividend Payment Date, no shares of
      Series A Preferred Stock shall be redeemed unless all outstanding shares
      of Series A Preferred Stock are simultaneously redeemed; provided,
      however, that the foregoing shall not prevent the purchase or acquisition
      of shares of Series A Preferred Stock pursuant to a purchase or exchange
      offer made on the same terms to all holders of outstanding shares of
      Series A Preferred Stock.

            4. Voting. The shares of Series A Preferred Stock shall not have any
      voting powers either general or special, except as required by law or
      regulation and except that unless the vote or consent of the holders of a
      greater number of shares shall then be required by law, the consent of the
      holders of at least a majority of all of the shares of Series A Preferred
      Stock, and all other classes and series of preferred stock ranking on a
      parity with the Series A Preferred Stock either as to dividends or upon
      Liquidation and upon which like voting rights have been conferred and are
      then exercisable, at the time outstanding, given in person or by proxy,
      either in writing or by a vote at a meeting called for the purpose at
      which the holders of such shares shall vote together as a single class
      without regard to series, shall be necessary for authorizing, effecting or
      validating the amendment, alteration or repeal of any of the provisions of
      the Articles of Incorporation or of any amendatory statement thereto
      (including any document relating to any series of preferred stock) so as
      to affect materially and adversely the rights, preferences, privileges or
      voting power of shares of Series A Preferred Stock. In case the shares of
      Series A Preferred Stock would be so affected in a materially different
      manner than any other class or series of preferred stock then outstanding
      by any such action, the holders of shares of Series A Preferred Stock
      shall be entitled to vote as a separate class, and the Corporation


                                       7
<PAGE>
      shall not take such action without the consent or affirmative vote, as
      above provided, of at least a majority of the total number of shares of
      Series A Preferred Stock then outstanding, in addition to or as a specific
      part of the consent or affirmative vote hereinabove otherwise required.
      The increase of the authorized amount of any preferred stock, or the
      creation, authorization or issuance of any shares of any other class or
      series of stock of the Corporation ranking (i) junior to the Series A
      Preferred Stock, or (ii) on a parity with the shares of Series A Preferred
      Stock, as to dividends or upon Liquidation, or the reclassification of any
      authorized or outstanding stock of the Corporation into any such junior or
      parity shares, or the creation, authorization or issuance of any
      obligation or security convertible into or evidencing the right to
      purchase any such junior or parity shares shall not be deemed to affect
      materially and adversely the rights, preferences, privileges or voting
      power of shares of Series A Preferred Stock.

            5. Liquidation Rights.

                  (a) Upon Liquidation, the holders of the shares of Series A
      Preferred Stock shall be entitled to receive out of the assets of the
      Corporation available for distribution to stockholders, before any payment
      or distribution shall be made on the Common Stock or on any other class of
      stock ranking junior to Series A Preferred Stock upon Liquidation, the
      amount of One Thousand Dollars ($1,000.00) per share (the "Liquidation
      Preference"), plus a sum equal to all dividends (whether or not earned or
      declared) on such shares accrued and unpaid thereon to the date of final
      distribution, subject only to the provisions of this paragraph (a) of this
      Section 5. All shares of preferred stock ranking in whole or in part prior
      to the shares of Series A Preferred Stock as to Liquidation shall be
      entitled to be paid to the extent of such priority in full in cash, or
      money for the payment thereof set apart, before any payment provided for
      in this Section 5 shall be made with respect to the shares of Series A
      Preferred Stock.

                  (b) Neither the sale, lease or exchange (for cash, shares of
      stock, securities or other consideration) of all or substantially all the
      property and assets of the Corporation nor the merger or consolidation of
      the Corporation into or with any other corporation or the merger or
      consolidation of any other corporation into or with the Corporation shall
      be deemed to be a Liquidation, for the purposes of this Section 5.

                  (c) After the payment to the holders of the shares of Series A
      Preferred Stock of the full preferential amounts provided for in this
      Section 5, the holders of shares of Series A Preferred Stock as such shall
      have no right or claim to any of the remaining assets of the Corporation.

                  (d) In the event the assets of the Corporation available for
      distribution to the holders of shares of Series A Preferred Stock upon any
      Liquidation, shall be insufficient to pay in full all amounts to which
      such holders are entitled pursuant to paragraph (a) of this Section 5, no
      such distribution shall be made on account of any of shares of any other
      class or series of preferred stock ranking in whole or in part on a parity
      with the shares of Series A Preferred Stock upon such Liquidation unless
      proportionate distributive amounts shall be paid on account of the shares
      of Series A


                                       8
<PAGE>
      Preferred Stock, ratably, in proportion to the full distributable parity
      amounts for which holders of such parity shares are respectively entitled
      upon such Liquidation.

            6. Priority. For purposes of this Article, any stock of any class or
      classes of the Corporation shall be deemed to rank:

                  (a) Prior to the shares of the Series A Preferred Stock,
      either as to dividends or upon Liquidation, if the holders of such class
      or classes shall be entitled to the receipt of dividends or of amounts
      distributable upon Liquidation, as the case may be, in preference or
      priority to the holders of shares of Series A Preferred Stock. Each holder
      of any share of Series A Preferred Stock, by such holder's acceptance
      thereof, expressly covenants and agrees that the rights of the holders of
      any shares of any other class or series of preferred stock of the
      Corporation to receive dividends or amounts distributable upon
      Liquidation, shall be and hereby are expressly prior to such holder's
      rights unless in the case of any particular class or series of preferred
      stock the certificate or other instrument creating or evidencing the same
      expressly provides that the rights of the holders of such series shall not
      be prior to the shares of Series A Preferred Stock.

                  (b) On a parity with shares of Series A Preferred Stock,
      either as to dividends or upon Liquidation, whether or not the dividend
      rates, dividend payment dates or redemption or liquidation prices per
      share or sinking fund provisions, if any, be different from those of the
      Series A Preferred Stock, if the holders of such stock shall be entitled
      to the receipt of dividends or of amounts distributable upon Liquidation,
      as the case may be, in proportion to their respective dividend rates or
      liquidation prices, without preference or priority, one over the other, as
      between the holders of such stock and the holders of shares of Series A
      Preferred Stock.

                  (c) Junior to shares of Series A Preferred Stock, either as to
      dividends or upon Liquidation, if such class or classes shall be Common
      Stock or if the holders of shares of Series A Preferred Stock shall be
      entitled to receipt of dividends or of amounts distributable upon
      Liquidation, as the case may be, in preference to the holders of shares of
      such class or classes.

                  (d) All payments to a holder of Series A Preferred Stock shall
      be made at the office or agency of the Corporation maintained for such
      purpose in such coin or currency of the United States of America as at the
      time of payment is legal tender for the payment of public and private
      debts; provided, however, that at the option of the Corporation payment
      may be made (i) by check mailed to such holder at such holder's address
      appearing on the records of the Corporation, or (ii) at the request of
      such holder, by wire transfer of immediately available funds to the
      address designated by such holder in writing.

      FIFTH:  The names and addresses of the original incorporators were as
follows:

<TABLE>
<CAPTION>
      NAME                                MAILING ADDRESS
<S>                                       <C>
      John D. Corie                       2503 San Andres Way, Clarmont, CA
      Jean Melton                         231 Bogonia Avenue, Ontario, CA
</TABLE>


                                       9
<PAGE>
<TABLE>
<S>                                       <C>
      Margaret Main                       11969 Del Mar, Chino, CA
</TABLE>

      SIXTH:  The Corporation is to have perpetual existence.

      SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Arizona may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of the ABCA, order a meeting of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths of the stockholders or class of stockholders of this Corporation,
as the case may be, agree to any compromise or arrangement and to any
reorganization, such compromise, arrangement or reorganization, as the case may
be, shall, if sanctioned by the court to which the said application has been
made, be binding on all the stockholders or class of stockholders, of this
Corporation, as the case may be, and also on this Corporation.

      EIGHTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and its stockholders or
any class thereof, as the case may be, it is further provided:

            (A) The management of the business and the conduct of the affairs of
      the Corporation shall be vested in the Board. The number of directors
      which shall constitute the whole Board shall be fixed by, or in the manner
      provided in, the By-Laws. The phrase "whole Board" and the phrase "total
      number of directors" shall be deemed to have the same meaning, to wit, the
      total number of directors which the Corporation has. No election of
      directors need be by written ballot.

            (B) After the original or other By-Laws of the Corporation have been
      adopted, amended, or repealed, as the case may be, in accordance with the
      provisions of Section 10-1020 of the ABCA, and, after the Corporation has
      received any payment for any of its stock, the power to adopt, amend, or
      repeal the By-Laws of the Corporation may be exercised by the Board;
      provided, however, that any provision for the classification of directors
      of the Corporation for staggered terms pursuant to the provisions of
      Section 10-106 of the ABCA shall be set forth in these Articles of
      Incorporation.

            (C) Whenever the Corporation shall be authorized to issue only one
      class of stock, each outstanding share shall entitle the holder thereof to
      notice of, and the right to vote at, any meeting of stockholders. Whenever
      the Corporation shall be authorized to issue more than one class of stock,
      no outstanding share of any class of stock which is denied voting power
      under the provisions of these Articles of Incorporation shall entitle the
      holder thereof to the right to vote at any meeting of stockholders except
      as the provisions of the ABCA shall otherwise require; provided, that no
      share of any such class which is otherwise denied voting power shall
      entitle the holder thereof to vote upon the increase or decrease in the
      number of authorized shares of said class.


                                       10
<PAGE>
      NINTH:

            (A) The Corporation shall indemnify each Authorized Representative
      (as defined herein) to the fullest extent from time to time required or
      permitted by Chapter 8, Article 5 of the ABCA ("Article 5"). The
      Corporation shall make such indemnification to the Authorized
      Representative within 30 days after receipt by the Corporation of the
      written request of the Authorized Representative for such indemnification
      unless, within that time, the Corporation has determined (in accordance
      with Section 10-__55 of the ABCA) that the Authorized Representative is
      not entitled to such indemnification.

            (B) Expenses (including attorneys' fees and all other costs and
      expenses reasonably related to a Proceeding (as defined in Section 10-850
      of the ABCA)) incurred by an Authorized Representative or on such
      Authorized Representative's behalf in connection with any such Proceeding
      shall be paid by the Corporation in advance of the final disposition of
      such Proceeding, within 10 days after receipt by the Corporation of the
      written request of the Authorized Representative for such advance. The
      Corporation may, and to the extent required by law, shall, condition such
      advance upon the receipt of: (i) a written affirmation as to standards of
      conduct; and (ii) the written undertaking of such Authorized
      Representative or on such Authorized Representative's behalf to repay such
      amount if it shall ultimately be determined that the Authorized
      Representative is not entitled to be indemnified by the Corporation. Such
      undertaking shall not be required to be guarantied by any other person or
      collateralized, and shall be accepted by the Corporation without regard to
      the financial ability of the person providing such undertaking to make
      such repayment.

            (C) For all purposes of this Article and to the fullest extent
      permitted by applicable law, there shall be a rebuttable presumption in
      favor of the Authorized Representative that all requested indemnifications
      and advancements of expenses are reasonable and that all conditions to
      indemnification or expense advancements, whether required under this
      Article or the ABCA, have been satisfied.

            (D) As used in this Article, "Authorized Representative" means,
      collectively: (i) any person who is or was a "Director" (as defined in
      Section 10-850 of the ABCA); (ii) any person who is or was an officer of
      the Corporation or of any subsidiary of the Corporation; and (iii) any
      other person who may be designated by the Board from time to time as an
      "Authorized Representative" for purposes of this Article. The provisions
      of Section 10-850, et seq. of the ABCA shall apply to this Article.

            (E) The Corporation may maintain, at its expense, the insurance
      permitted by Section 10-857 of the ABCA.

            (F) The rights to indemnification and to the advancement of expenses
      conferred in this Article shall not be exclusive of any right which any
      Authorized Representative may have or hereafter acquire under any statute,
      these Articles of Incorporation, any by-law, agreement, vote of
      stockholders or disinterested directors, or otherwise. Nothing in this
      Article shall affect the right of the Corporation to grant rights


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<PAGE>
      of indemnification, and the advancement of expenses, to any other person
      or in any other circumstances.

            (G) Each Authorized Representative shall be deemed to have acted in
      reliance upon the rights to indemnification and advancement of expenses
      established in this Article. Unless applicable law requires otherwise, any
      repeal or modification of this Article (other than a modification
      expanding the right to indemnification and expense advancement in favor of
      Authorized Representative) shall be prospective only and shall not
      adversely affect any right or benefit of an Authorized Representative to
      indemnification or expense advancement existing at the time of such repeal
      or modification.

            (H) If any portion of this Article shall be held to be illegal,
      invalid or otherwise unenforceable by any court having appropriate
      jurisdiction, then the Corporation nevertheless indemnifies and advances
      expenses to each Authorized Representative to the fullest extent permitted
      by the applicable portions of this Article not so held to be illegal,
      invalid or unenforceable, and otherwise to the fullest extent permitted by
      law.

      TENTH: For purposes of determining whether a distribution to shareholders
may be made under the ABCA, the liquidation preference of the Series A Preferred
Stock shall be excluded from the calculation under Section 10-840.C(2) of the
ABCA.

      ELEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in these Amended and Restated Articles of
Incorporation, in the manner now or hereafter prescribed herein and by the laws
of the State of Arizona, and all rights conferred upon stockholders herein are
granted subject to this reservation.

      IN WITNESS WHEREOF, we, the undersigned, have hereunto signed our names
this 23rd day of April, 1997.

                                    CSK AUTO, INC.

                                    By:  /s/ James Bazlen
                                         ------------------------------------
                                             James Bazlen, President



ATTEST:

By:  /s/ Lon Novatt
     --------------------------------
         Lon Novatt, Secretary



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