CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
STURM, RUGER & COMPANY, INC.
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
STURM, RUGER & COMPANY, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Certificate of Incorporation has been amended as follows:
By inserting a new Section Twelfth as follows:
TWELFTH: A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any 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) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall not adversely affect any right to protection of a director of the corporation existing at the time of such repeal or modification.
SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the affirmative vote of the holders of a majority of the stock entitled to vote at a meeting.
IN WITNESS WHEREOF, the undersigned have executed this certificate as of the 28th day of April, 1987.
|/s/ William B. Ruger|
|William B. Ruger,|
|/s/ Gloria M. Biagoni|
|Gloria M. Biagioni,|