USA TRUCK, INC.
AS AMENDED AND RESTATED
ON FEBRUARY 1, 2002
Section 1. Registered Office. The registered office of USA Truck, Inc. (hereinafter called the "Corporation") in
the State of Delaware shall be in the City of Wilmington, County of New Castle, and the registered agent in
charge thereof shall be The Corporation Trust Company.
Section 2. Other Offices. The Corporation may also have offices at such other places, and keep the books and
records of the Corporation, except as otherwise may be required by law, at such other place or places, either
within or without the State of Delaware, as the Board of Directors may from time to time determine or the
business of the Corporation require.
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. All meetings of the stockholders shall be held at the office of the Corporation or at
such other places, within or without the State of Delaware, as may from time to time be fixed by the Board of
Directors, the Chairman of the Board or the President.
Section 2. Annual Meetings. The annual meetings of stockholders for the election of directors and for the
transaction of such other business as may properly come before the meeting shall be held on the third Tuesday in
May of each year, if not a legal holiday under the laws of the place where the meeting is to be held, and if a legal
holiday, then on the next succeeding day not a legal holiday under the laws of such place, or on such other date
and at such hour as may from time to time be established by the Board of Directors.
Section 3. Special Meetings. Except as otherwise required by law and subject to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special
meetings of the stockholders for any purpose or purposes may be called only by the Chairman of the Board, the
President or a majority of the entire Board of Directors. Only such business as is