exv10w11w6



 






Exhibit 10.11.6




AMENDMENT NO. 1

TO

TRINITY INDUSTRIES, INC.

2004 STOCK OPTION AND INCENTIVE PLAN




     WHEREAS, TRINITY INDUSTRIES, INC. (the “Company”) adopted the TRINITY INDUSTRIES, INC. 2004
STOCK OPTION AND INCENTIVE PLAN (the “Plan”); and



     WHEREAS, pursuant to Section 24 of the Plan, the Board reserved the right to amend any
provision of the Plan; and



     WHEREAS, the Board has determined that it is appropriate to amend Section 27 of the Plan to
allow greater flexibility for Participants who are subject to tax withholding obligations related
to Awards under the Plan;



     NOW, THEREFORE, the Plan is amended as follows:



I.




     Section 27 of the Plan is amended by adding a new paragraph (c) and (d) to read as follows:




     “(c) With respect to any Award, other than a Stock Option award, unless the
Committee shall otherwise determine, the recipient of the Award may elect to provide
for withholding of federal, state and local taxes and federal payroll taxes at a
rate up to the maximum marginal rate for such taxes, in addition to withholding for
such taxes required under Section 27(a) above. Any such additional tax withheld at
the election of the recipient shall be satisfied either (a) by payment by the
recipient to the Company of an amount of such withholding obligation in cash; (b) in
the case of cash Awards, through retention by the Company of cash equal to the
amount of the additional withholding requested; or (c) in the case of Awards
deliverable in Shares, through retention by the Company of a number of Shares having
a Fair Market Value equal to the amount of the additional withholding requested.
The cash payment or amount equal to the Fair Market Value of the Shares so withheld,
as the case may be, shall be remitted by the Company to the appropriate taxing
authorities. The Committee may determine from time to time the time and manner in
which the recipient may elect to satisfy such additional withholding requested by
either the Cash Method or the Share Retention Method.”




     “(d) With respect to Stock Option awards, unless the Committee shall otherwise
determine, the Participant may elect to provide for withholding of federal, state
and local taxes and federal payroll taxes beyond the withholding for such taxes as
required under Section 27(a) above up to the maximum marginal



 









 






rate for such taxes. Any such additional tax withheld shall be satisfied, at
the election of the recipient of the Stock Option award, either (a) by payment by
the recipient to the Company of an amount of such withholding in cash or (b) through
delivery to the Company of a number of Shares that have been owned for at least six
months having a Fair Market Value equal to the amount of the additional withholding
requested. The cash payment or amount equal to the Fair Market Value of the Shares
so withheld, as the case may be, shall be remitted by the Company to the appropriate
taxing authorities. The Committee may determine from time to time the time and
manner in which the recipient may elect to satisfy any such additional withholding
by the delivery of either cash or shares. Notwithstanding the foregoing, in the
event a recipient of a Stock Option award elects to provide for additional
withholding, as described above, and the Committee determines, in its sole
discretion, that such additional withholding would result in (i) a modification of
the recipient’s Stock Option award and (ii) a violation of Section 409A of the Code,
and as a result, such Stock Option award would be subject to the taxes described in
Section 409A(a)(1) of the Code, no additional withholding shall be permitted with
respect to such Stock Option award.



II.




     In all other respects, the terms of the Plan are ratified and confirmed.



     Executed this ___day of ___, 2005.



	 	 	 	 	 	 	 
	 	 	TRINITY INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:	 	 

	 	 
	 

	 	Title: