exv4w2w5



 







Exhibit 4.2.5




AGREEMENT OF SUBSTITUTION AND AMENDMENT OF

COMMON SHARES RIGHTS AGREEMENT




     This Agreement of Substitution and Amendment is entered into as of March 6, 2006, by and
between Trinity Industries, Inc., a Delaware corporation (the “Company”) and American Stock
Transfer and Trust Company, a New York banking corporation (“AST”).



RECITALS





	A.	 	On or about March 11, 1999, the Company entered into a Common Shares Rights Agreement (the
“Rights Agreement”) with The Bank of New York, replaced effective January 1, 2003 by Wachovia
Bank, National Association (the “Predecessor Agent”) as rights agent.






	B.	 	The Company wishes to remove the Predecessor Agent and substitute AST as rights agent
pursuant to Section 21 of the Rights Agreement.






	C.	 	The Company has given the Predecessor Agent notice of removal of the Predecessor Agent as
rights agent.





AGREEMENT




     NOW THEREFORE, in consideration of the foregoing and of other consideration, the sufficiency
of which is hereby acknowledged, the parties agree as follows:




	1.	 	Section 21 of the Rights Agreement is hereby amended to provide that any successor rights
agent shall, at the time of its appointment as rights agent, have a combined capital and
surplus of at least $25 million.






	2.	 	The Company hereby appoints AST as rights agent pursuant to Section 21 of the Rights
Agreement, to serve in that capacity for the consideration and subject to all of the terms and
conditions of the Rights Agreement.






	3.	 	AST hereby accepts the appointment as rights agent pursuant to Section 21 of the Rights
Agreement and agrees to serve in that capacity for the consideration and subject to all of the
terms and conditions of the Rights Agreement.






	4.	 	From and after the effective date hereof, each and every reference in the Rights Agreement to
a “Rights Agent” shall be deemed to be a reference to AST.




 









 












	5.	 	Section 26 of the Rights Agreement is amended to provide that notices or demands shall be
addressed as follows (until another address is filed):





	 	 	 
	If to the Company:

	 	James E. Perry
	 

	 	Vice President and Treasurer
	 

	 	2525 Stemmons Freeway
	 

	 	Dallas, TX 75207
	 
	 	 
	with a copy to:

	 	Michael G. Fortado
	 

	 	Vice President and Secretary
	 

	 	2525 Stemmons Freeway
	 

	 	Dallas, TX 75207
	 
	 	 
	If to AST:

	 	American Stock Transfer & Trust Company
	 

	 	59 Maiden Lane
	 

	 	New York, NY 10038
	 

	 	Attention: Corporate Trust Department







	6.	 	Except as expressly modified herein, the Right Agreement shall remain in full force and
effect.






	7.	 	This Agreement of Substitution and Amendment may be executed in one or more counterparts,
each of which shall together constitute one and the same document.





     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date
indicated above.



	 	 	 	 	 	 	 
	 	 	TRINITY INDUSTRIES, INC.	 	 
	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name: James E. Perry	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN STOCK TRANSFER & TRUST COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name: