As Amended Effective March 4, 2010
TRINITY INDUSTRIES, INC.
Section 1. The registered office shall be located in the City of Wilmington, County of New Castle, State of
Section 2. The corporation may also have offices at such other places within or without the State of Delaware
as the Board of Directors may from time to time determine, or as the business of the corporation may require.
Meetings of Stockholders
Section 1. Meetings of the stockholders for any purpose shall be held at such time and place, either within or
without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. The annual meeting of stockholders shall be held on such date and at such time as shall be
designated from time to time by the Board of Directors and stated in the notice of the meeting. At such meeting,
the stockholders entitled to vote thereat shall elect by a plurality vote a Board of Directors. Nominations for
election to the Board of Directors shall be made at such meeting only by or at the direction of the Board of
Directors, by a nominating committee or person
appointed by the Board of Directors, or by a stockholder of the corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures set forth in this Section 2. Such nominations,
other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the corporation. To be timely, a stockholder’s notice shall be delivered to, or mailed
and received at, the principal executive offices of the corporation not less than sixty days nor more than ninety
days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided ,
however , that in the event that the annual