CERTIFICATE OF AMENDMENT
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
LANDSTAR SYSTEM, INC.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
LANDSTAR SYSTEM, INC., a corporation organized under the General Corporation Law of the State of
Delaware (the "Corporation"), hereby certifies as follows:
FIRST: That the Board of Directors of the Corporation, at a meeting of its members held on January 27, 2004,
duly adopted resolutions instructing the officers of the Corporation to present the following proposed amendment
(the "Proposed Amendment") to the Amended and Restated Certificate of Incorporation of the Corporation for
consideration by the Corporation's Stockholders at their next annual meeting, and declaring the Proposed
Amendment to be advisable:
That Section 1 of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation is
hereby amended by deleting Section 1 of Article IV in its entirety and inserting in lieu thereof the following:
"Section 1. The number of shares of capital stock which the Corporation shall have authority to issue is eighty-
two million (82,000,000), consisting of
(a) eighty million (80,000,000) shares of Common Stock, par value $.01 per share, and (b) two million
(2,000,000) shares of Preferred Stock, par value $1.00 per share."
SECOND: That at the duly called annual meeting of the Corporation's Stockholders held on May 13, 2004, at
which a quorum was present in accordance with the terms of the Company's Amended and Restated By-Laws,
the Stockholders have approved, by a majority of the shares of Common Stock present in person by proxy at
such meeting, resolutions increasing the number of authorized share of Common Stock to 80,000,000.
THIRD: That this Proposed Amendment was duly adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being a duly authorized Officer of the Corporation, fo