exv10w5w5



 






EXHIBIT 10.5.5




AMENDMENT NO. 4 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, effective as of January 1, 2005:


1. The last paragraph of Section 6.02(a) of the Plan is hereby amended, as
underlined, to be and read as follows:




     “(a) ***




Any election pursuant to this paragraph (a) must be made prior to the date on which
such Employee’s Participation hereunder first commences, with all payments to be
made in the form of a lump sum in the absence of a timely election and, except as
expressly provided otherwise in this Plan, shall be irrevocable; provided, however,
that a Participant may change such election once during any Year, with the new
election to be effective for a distribution arising from termination of employment
of the Participant only if such distribution is to be made or commence for more than
twelve (12) months after the date of the new election. The Administrator shall
permit all Participants participating in the Plan in 2005, to make a distribution
election on or before December 31, 2005. and if a Participant files a modified
distribution election on or before such date, such election shall be treated as if
it had been made at the time of the initial deferral election; such an election
will not be treated as a change in the form of a payment under Section 409A(a)(4)
of the Code or an acceleration of a payment under Section 409A(a)(3) of the Code
but



 









 







such election is effective only if the distribution is to be made or
commence more than twelve (12) months after the date of the new
election. The Committee shall, as of the last day of the calendar
quarter within which the Participant terminates employment, certify to
the Trustee or the Treasurer of the Employer, as applicable, the method
of payment selected by the Participant”


2. Article VI of the Plan is hereby amended by adding at the end thereof the
following new Section 6.09:





	 	 	 	“6.09 Election to Terminate or Cancel Contributions






Effective January 1, 2005, a Participant may make a one-time
election to cancel deferrals credited to the Plan by the Employer
on behalf of the Participant for Plan Years ending on or before
December 31, 2004. Such election shall be made in a manner that
is approved by the Committee and communicated to Participants and
shall be subject to the following:




	 	(a)	 	Applicability. An election made under
this Section shall be
effective with respect to all vested amounts credited to
the Participant’s Accounts for all Plan Years of
participation ending on or prior to December 31, 2004. A partial cancellation shall
not be permitted. An election made under this Section specifically
shall not affect contributions made on behalf of the Participant
for any Plan Year ending on or after December 31, 2005.
	 
	 	(b)	 	Revocation, Alteration, and Expiration. A Participant may not revoke, modify, or otherwise alter an election made under this
Section. The ability to make an election under this Section shall
expire on December 31, 2005.
	 
	 	(c)	 	Distribution. Upon making an election under this
Section, all vested amounts credited to the Participant’s Accounts as of December 31, 2004, and accumulated earnings on such amounts shall be distributed as soon as administratively feasible.
	 
	 	(d)	 	Tax Consequences. By making an election under this Section, the
Participant acknowledges that the full amount subject to his
or her election will be included in his or her taxable income for
his or her taxable year ending on December 31, 2005.
	 
	 	(e)	 	Compliance with Code Section 409A.
This Section is intended to be administered in good faith compliance with the provisions
of Internal Revenue Code Section 409A, any regulations issued
thereunder, and Internal Revenue Service Notice 2005-1, This Section may be amended or otherwise modified only to the extent
that such amendment or modification complies with Code Section 409A.”




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     IN
WITNESS WHEREOF, the Company has caused this instrument to be executed in its
name and on behalf of this _____ day of December, 2005, effective as of January 1, 2005.



	 	 	 	 	 	 
	 	 	TRINITY INDUSTRIES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Timothy R. Wallace
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





	 	 	 	 
	ATTEST:
	 	 
	 
	 	 
	/s/
Michael G. Fortado
	 	 
	 

	 	 
	 
	 	 
	STATE OF TEXAS

	 	§
	 

	 	§
	COUNTY OF DALLAS

	 	§






     This
instrument was acknowledged before me on the 22 day of December, 2005, by Timothy R. Wallace of TRINITY INDUSTRIES, INC., a Delaware corporation, on behalf of said corporation,



	 	 	 	 
	

	 	/s/ Marsha L. Buchanan
	 	 
	 	Notary Public in and for the
	 

	 	State of Texas






	 	 	 
	My Commission Expires:
	 	 
	 
	 	 
	       07/29/2007
	 	 
	 


	 	 






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