GIBRALTAR INDUSTRIES, INC.

APPENDIX ACERTIFICATE OF AMENDMENTTO THECERTIFICATE OF INCORPORATIONOFGIBRALTAR INDUSTRIES, INC.Gibraltar Industries, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:RESOLVED, that the Certificate of Incorporation of the Corporation is hereby amended by deleting the current Article THIRTEENTH and replacing it with the following:“THIRTEENTH: To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director or officer 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 or officer. The modification or repeal of this Article Thirteenth shall not affect the restriction hereunder of a director's or officer’s personal liability for any breach, act or omission occurring prior to such modification or repeal.”SECOND: That thereafter, an annual meeting of the stockholders of the Corporation was held, at which meeting said amendment was approved.THIRD: That the aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective upon filing.