exv10w8w3



 





Exhibit 10.8.3




AMENDMENT NO. 2 TO

SUPPLEMENTAL PROFIT SHARING PLAN FOR EMPLOYEES OF

TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES AS

RESTATED EFFECTIVE JANUARY 1, 2000




     WHEREAS, TRINITY INDUSTRIES, INC., a Delaware corporation (the “Company”),
has heretofore adopted the SUPPLEMENTAL PROFIT SHARING PLAN FOR EMPLOYEES OF
TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES AS RESTATED EFFECTIVE JANUARY
1, 2000 (“the Plan”) for the benefit of certain executive and managerial
employees; and



     WHEREAS, pursuant to those provisions of the Plan permitting the Company
to amend the Plan from time to time, the Company desires to amend the Plan in
certain respects as hereinafter provided;



     NOW THEREFORE, the Plan is hereby amended as follows:



     1. Effective January 1, 2002, section 2.01 is hereby amended by revising
paragraph (qq) thereof to be and read as follows:




	 	“(qq)	 	YEAR or PLAN YEAR: Plan Year means the period beginning on
April 1 and ending on the next succeeding March 31. Effective
January 1, 2002, Plan Year means the period beginning on each
January 1 and ending on the next succeeding December 31.”





     2. Effective December 31, 2001, section 2.01 is hereby amended by adding
at the end thereof the following new paragraph (rr):




	 	“(rr)	 	SHORT PLAN YEAR: The period of time from April 1, 2001
through December 31, 2001.”





 









 





     3. Effective December 31, 2001, section 4.01 is hereby amended by revising
paragraph (b) thereof to be and read as follows:




	 	“(b)	 	Matching Employer Contribution. For each Year,
each Employer shall credit a Matching Employer Contribution
amount in the form of Stock Units to each of its Employees for
whom an amount was credited pursuant to paragraph (a) of this
Section 4.01; provided, however, that no such Matching
Employer Contribution shall be credited prior to the date on
which such Employee completes one (1) year of Service. Such
Matching Employer Contribution, when added to the Forfeitures
which have become available for application as of the end of
the Year pursuant to Section 4.03 hereof, shall be equal to a
percentage of that portion of the Participant’s Compensation
Reduction Contribution for such Year pursuant to Section 4.02
hereof which does not exceed six percent (6%) of his Base
Compensation plus Annual Incentive Compensation for such Year,
based on his years of Service as follows:





	 	 	 	 	 
	Years of Service
	 	Applicable Percentage

	Less than 1
	 	 	0	%
	1 but less than 2
	 	 	25	%
	2 but less than 3
	 	 	30	%
	3 but less than 4
	 	 	35	%
	4 but less than 5
	 	 	40	%
	5 or more
	 	 	50	%








	 	 	 	For purposes of determining a Participant’s Matching Employer
Contribution under this paragraph (b), if a Participant’s
Employment Commencement Date is any date on or after January
1, 2001 and on or before March 31, 2001, and such Participant
is employed as of the last day of the Short Plan Year, he
shall be credited with a year of Service for such Short Plan
Year.”





2









 





     IN WITNESS HEREOF, the Company has caused this instrument to be executed
in its name and on behalf of this                     day of
                          , 2002, effective
as the dates noted above.

	 	 	 	 	 
	 	TRINITY INDUSTRIES, INC.

 	 
	 	By:  	 	 


	 	 	 	 	 
	 	 	 
	 	Title:  	
 	 
	 	 	 	 
	 	 	 	 
	 




ATTEST:








	 	 	 
	STATE OF TEXAS

	 	§
	

	 	§
	COUNTY OF DALLAS

	 	§







     This instrument was acknowledged before me on the                     day of
                                       , 2002, by                                                          of
TRINITY INDUSTRIES, INC., a Delaware corporation, on behalf of said
corporation.



	 	 	 
	 	 	
 



Notary Public in and for the

State of Texas
	My Commission Expires: 

 




	 	 








3