AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
TRAILER BRIDGE, INC.
Trailer Bridge, Inc., a Delaware corporation (originally incorporated as Trailer Bridge Corporation), hereby
amends and restates its Certificate of Incorporation, initially filed with the Delaware Secretary of State on April 1,
1991 and thereafter amended from time to time. This Amended and Restated Certificate of Incorporation
restates and integrates and further amends the original Certificate of Incorporation, as previously amended. This
Amended and Restated Certificate of Incorporation was duly adopted by the Corporation's Board of Directors
acting by unanimous written consent pursuant to
Section 141 of the General Corporation Law of the State of Delaware (the "GCL") and duly adopted by the
Corporation's stockholders, acting by written consent pursuant to Section 228 of the GCL, all in accordance with
Sections 242 and 245 of the GCL. This Amended and Restated Certificate of Incorporation shall be effective as
of the date of its filing with the Delaware Secretary of State. This Amended and Restated Certificate of
Incorporation supersedes and replaces the heretofore existing Certificate of Incorporation of the Corporation and
provides in its entirety as follows:
The name of the Corporation is "Trailer Bridge, Inc."
The Corporation shall have perpetual existence.
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be
organized under GCL.
4.1 The total number of shares of all classes of stock which the Corporation is authorized to have outstanding at
any one time is 21,000,000 shares, of which 1,000,000 shares shall be preferred stock, par value $0.01 per
share,(the "Preferred Stock"), and 20,000,000 shares shall be common stock, par value $0.01 per share (the
"Common Stock"). All or any part of the Common Stock and Preferred Stock may be issued by the Corporation
from time to time and for such co