CERTIFICATE OF AMENDMENT
RESTATED CERTIFICATE OF INCORPORATION
RUSS BERRIE AND COMPANY, INC.
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General, of the New
Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Restated
Certificate of Incorporation:
1. The name of the corporation is Russ Berrie and Company, Inc.
2. The following Amendment to the Restated Certificate of Incorporation was approved by the directors, and
thereafter duly adopted by the shareholders of the Corporation on the 30th day of April 1987.
RESOLVED, that Article Tenth of the Restated Certificate of Incorporation be amended to read as follows:
TENTH, To the full extent from time to time permitted by law, no director or officer of the Corporation
shall be personally liable to the Corporation or its shareholders for damages for breach of any duty owed
to the Corporation or its shareholders. Neither the amendment or repeal of this Article, nor the adoption
of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce
the protection afforded by this Article to a director or officer of the Corporation with respect to any
matter which occurred, or any cause of action, suit or claim which but for this Article would have accrued
or arisen, prior to such amendment, repeal or adoption.
3. The number of shares outstanding at the time of the adoption of the Amendment was 14,964,315. The total
number of shares entitled to vote thereon was 14,964,315.
SECRETARY OF STATE
FEDERAL EMPLOYER IDENTIFICATION NUMBER
STATE OF NEW JERSEY
4. The number of shares voting for and against such Amendment is as follows:
5. The effective date of this Amendment of the Restated Certificate of Incorporation shall be April 30, 1987.
Number of Shares Voting
Number of Shares Vot