exv10w3w2



 







EXHIBIT 10.3.2




AMENDMENT NO. 2 TO

1993 STOCK OPTION AND INCENTIVE PLAN




          The Trinity Industries, Inc. 1993 Stock Option and Incentive Plan, as amended from time
to time (the “Plan”), is hereby further amended, effective as of May 6, 1997, as set forth below.




          Any term which is not defined below shall have the meaning set forth for such term in the
Plan.




          1. Section 2 of the Plan is hereby amended to delete the definition of “Reorganization” contained therein.




          2. The last sentence of Section 10(a) of the Plan is amended and restated as follows:





The option vesting schedule will be accelerated if, in the sole discretion of the
Committee, the Committee determines that acceleration of the option vesting schedule
would be desirable for the Company.



          3. Section 10(c) of the Plan is hereby amended and restated as follows:





  (c) In the event of a Change in Control (as hereinafter defined), each stock
option granted under the Plan shall become fully vested and exercisable.




  For purposes hereof, a “Change in Control” shall be deemed have occurred
if the event set forth in any one of the following paragraphs shall have
occurred:




        (I) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in
the securities beneficially owned by such
Person any securities acquired directly from
the Company or its affiliates) representing
30% or more of the combined voting power of
the Company’s then outstanding securities,
excluding any Person who becomes such a
Beneficial Owner in connection with a transaction
described in clause (i) of paragraph (III)
below; or




        (II) the following individuals cease for any reason to constitute a majority



 









 







of the number of directors then serving: individuals who, on May 6, 1997,
constitute the Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or election by the Board
or nomination for election by the Company’s stockholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors on May 6, 1997 or whose appointment, election or
nomination for election was previously so approved or recommended; or




        (III) there is consummated a
merger or consolidation of the Company or any direct or indirect subsidiary of the
Company with any other corporation, other than (i) a merger or consolidation which
would result in the voting securities of the Company outstanding immediately prior
to such merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity
or any parent thereof) at least 60% of the combined voting power of the securities
of the Company or such surviving entity or any parent thereof outstanding immediately
after such merger or consolidation or (ii) a merger or consolidation effected
to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the
Beneficial. Owner, directly or indirectly, of securities of the Company (not
including in the securities Beneficially Owned by such Person any securities
acquired directly from the Company or its Affiliates other than in connection with
the acquisition by the Company or its affiliates of a business) representing 30%
or more of the combined voting power of the company’s then outstanding securities;
or




        (IV) the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets,
other



2









 







than a sale or disposition by the Company of all or substantially
all of the Company’s assets to an entity, at least 60% of the combined voting
power of the voting securities of which are owned by stockholders of the
Company in substantially the same proportions as their ownership of the
Company immediately prior to such sale.




For purposes hereof:




“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section
12 of the Exchange Act.




“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the
Exchange Act.




“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.




“Person” shall have the meaning given in Section 3(a)(9) of the Exchange act, as
modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any of its
Affiliates, (iii) an underwriter temporarily holding securities pursuant to an
offering of such securities or (iv) a corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.



          4. Section 10 of the Plan is hereby amended by deleting subsections (d) and (e) thereof.




          IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly authorized
officer of the Company as of the day and year first above written.




	 	 	 	 	 
	 	 	TRINITY INDUSTRIES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ W. Ray Wallace
	 

	 	 	 	 





3