exv10w7






EXHIBIT 10.7




TRINITY INDUSTRIES, INC.

SUPPLEMENTAL RETIREMENT PLAN




AS AMENDED AND RESTATED

EFFECTIVE JANUARY 1, 2009




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I PURPOSE
	 	 	2	 
	1.01 Coordination with Base Plan
	 	 	2	 
	1.02 Duration of Plan
	 	 	2	 
	1.03 Applicability
	 	 	2	 
	ARTICLE II DEFINITIONS AND CONSTRUCTION
	 	 	3	 
	2.01 Definitions
	 	 	3	 
	2.02 Construction
	 	 	5	 
	ARTICLE III DESIGNATION OF PARTICIPANTS
	 	 	6	 
	3.01 Eligibility to Participate
	 	 	6	 
	ARTICLE IV PLAN BENEFITS
	 	 	7	 
	4.01 Calculation of Plan Benefit
	 	 	7	 
	4.02 Time and Form of Plan Payments
	 	 	7	 
	4.03 Distributions Following Plan Termination
	 	 	14	 
	4.04 Payment Upon Death of Participant
	 	 	14	 
	4.05 Funding
	 	 	14	 
	ARTICLE V ADMINISTRATION
	 	 	15	 
	5.01 Duties of Committee
	 	 	15	 
	ARTICLE VI AMENDMENT AND TERMINATION
	 	 	16	 
	6.01 Right to Amend
	 	 	16	 
	6.02 Right to Terminate
	 	 	16	 
	6.03 Rights of Participants
	 	 	17	 
	6.04 Liability of Successor
	 	 	17	 
	ARTICLE VII MISCELLANEOUS
	 	 	18	 
	7.01 Nonguarantee of Employment
	 	 	18	 
	7.02 Nonalienation of Benefits
	 	 	18	 
	7.03 No Preference
	 	 	18	 
	7.04 Incompetence of Recipient
	 	 	18	 
	7.05 Texas Law to Apply
	 	 	18	 
	7.06 Acceleration of Payment
	 	 	18	 






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TRINITY INDUSTRIES, INC.

SUPPLEMENTAL RETIREMENT PLAN




     TRINITY INDUSTRIES, INC., a corporation organized and existing under the laws of the State of
Delaware (the “Company”), hereby restates the TRINITY INDUSTRIES, INC. SUPPLEMENTAL RETIREMENT PLAN
(the “Plan”), such restatement to be effective as of January 1, 2009;



WITNESSETH:




     WHEREAS, the Company has adopted the Plan, effective January 1, 1990, to provide a
supplemental retirement benefit to certain of its highly compensated employees that approximates
the additional retirement benefit such employees would have received under a Company defined
benefit pension plan, if such pension benefit were determined without regard to the limitations on
compensation and benefits imposed by the Internal Revenue Code of 1986, as amended from time to
time (the “Code”); and



     WHEREAS, it is intended that the Plan be an “unfunded” deferred compensation arrangement for a
select group of management or highly compensated personnel for purposes of the Employee Retirement
Income Security Act of 1974, as amended from time to time (“ERISA”); and



     WHEREAS, the Plan has been operated in good faith compliance with the requirements of Code
Section 409A, as amended by the American Job Creation Act of 2004, effective January 1, 2005; and



     WHEREAS, in accordance with the transition rules provided under Code Section 409A, the Company
now desires to amend and restate the Plan, effective January 1, 2009, to meet the applicable
requirements of Code Section 409A, and intends that the Plan be interpreted and administered in
accordance with Code Section 409A and the final Treasury Regulations and applicable administrative
guidance issued thereunder on and after January 1, 2005.



     NOW, THEREFORE, the Company hereby agrees as follows:




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ARTICLE I




Purpose





	1.01	 	Coordination with Base Plan
	 
	 	 	To the extent permitted under applicable law, including, but not limited to, Code
Section 409A, the calculation of accrued benefits under the Plan shall be made in
coordination with the Base Plan. The distribution of such accrued benefits, however,
will be made in accordance with the terms of Article IV of this Plan.
	 
	1.02	 	Duration of Plan
	 
	 	 	The Company hopes and expects to continue the Plan indefinitely, but reserves the
right to amend it or terminate it in any respect and at any time or from time to
time, to the extent provided in Article VI hereof.
	 
	1.03	 	Applicability
	 
	 	 	This Plan shall apply only to an Employee who begins receiving benefits from a Base
Plan after January 1, 1990, as determined by the Committee. The provisions of this
restatement of the Plan shall apply to a Participant who Separates from Service on
or after January 1, 2005. In the case of a Participant who Separates from Service
prior to January 1, 2005, the rights and benefits, if any, of such former Employee
shall be determined in accordance with the provisions of the Plan as in effect on
the date of his Separation from Service.




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ARTICLE II




Definitions and Construction





	2.01	 	Definitions
	 
	 	 	Unless the context otherwise requires, the terms used herein shall have the meanings
set forth in the remaining sections of this Article II.






	 	(a)	 	Affiliate shall mean any entity affiliated with the
Company under the terms of Code Section 414 that has adopted a Base Plan for
the benefit of its employees.
	 
	 	(b)	 	Amounts Not Subject to Code Section 409A shall mean the
present value of the amount to which the Participant would have been entitled
under the Plan if he voluntarily Separated from Service without cause on
December 31, 2004, and received a payment of the benefits available from the
Plan on the earliest possible date allowed under the Plan to receive a payment
of benefits following the Separation from Service, and received the benefits in
the form with the maximum value.
	 
	 	(c)	 	Amounts Subject to Code Section 409A shall mean the
total amount accrued by the Participant under the Plan, reduced by all Amounts
Not Subject to Code Section 409A.
	 
	 	(d)	 	Base Plan shall mean the defined benefit plan or plans
sponsored by the Company and/or its Affiliates and qualified under Code Section
401(a), from which the Participant is entitled to receive benefits.
	 
	 	(e)	 	Beneficial Owner shall have the meaning set forth in
Rule 13d-3 under the Exchange Act.
	 
	 	(f)	 	Beneficiary shall mean the individual or individuals
entitled to receive benefits payable on behalf of any Employee under his Base
Plan in the event of his death on or after Retirement.
	 
	 	(g)	 	Board shall mean the Board of Directors of the Company.
	 
	 	(h)	 	Change in Control shall have the meaning set forth in
Sections 4.02(a)(5)(iii) and 4.02(b)(5)(ii).
	 
	 	(i)	 	Code shall mean the Internal Revenue Code of 1986, as
amended from time to time.
	 
	 	(j)	 	Committee shall mean the persons appointed under the
provisions of Article V to administer the Plan.
	 
	 	(k)	 	Company shall mean Trinity Industries, Inc., a Delaware
corporation, as well as its successor or successors.










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	 	(l)	 	Disability or Disabled shall mean, for Plan
purposes, a determination that the Participant:






	 	(1)	 	Is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than twelve (12) months, or
	 
	 	(2)	 	Is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death
or can be expected to last for a continuous period of not less than
twelve (12) months, receiving income replacement benefits for a period
of not less than three (3) months under an accident and health plan
sponsored by the Employer.






	 	 	 	Any determination of Disability shall be made in accordance with the
requirements of Code Section 409A and any guidance issued thereunder. A
Participant will be deemed to be Disabled if determined to be totally
disabled by the Social Security Administration or under the terms of a
Company-sponsored disability insurance program, provided the terms of such
program comply with Code Section 409A.
	 
	 	(m)	 	Effective Date of this restatement shall mean January
1, 2009. The original effective date of the Plan is January 1, 1990.
	 
	 	(n)	 	Employee shall mean any individual on the payroll of an
Employer (i) whose wages from the Employer are subject to withholding for
purposes of Federal income taxes and for purposes of the Federal Insurance
Contributions Act, (ii) who is included within a “select group of management or
highly compensated employees,” as such term is used in Section 401(a)(1) of
ERISA, and (iii) who is designated by the Committee as eligible to participate
in the Plan.
	 
	 	(o)	 	Employer shall mean the Company and any Affiliate of
the Company to the extent that an Employee of such Affiliate is a Participant
hereunder.
	 
	 	(p)	 	ERISA shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.
	 
	 	(q)	 	Exchange Act shall mean the Securities Exchange Act of
1934, as amended from time to time.
	 
	 	(r)	 	Key Employee shall mean:






	 	(1)	 	an officer of an Employer having annual
compensation from the Employer of more than $130,000 per year, as
adjusted from time to time in accordance with Internal Revenue Service
guidelines,





4









 











	 	(2)	 	a five percent (5%) owner of an Employer, or
	 
	 	(3)	 	a one percent (1%) owner of an Employer having
annual compensation from the Employer of more than $150,000,






	 	 	 	all as determined in accordance with Code Sections 409A and 416(i) and
applicable Treasury Regulations issued thereunder, provided stock in the
Employer corporation is publicly traded on an established securities market.
	 
	 	(s)	 	Participant shall mean an Employee who meets the
eligibility requirements as determined by the Committee; provided, however,
that effective on and after the date of a Change in Control, the term
“Participant” shall be limited to those individuals who satisfy the eligibility
requirements and who were Participants in the Plan as of the date immediately
prior to the date of such Change in Control.
	 
	 	(t)	 	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.
	 
	 	(u)	 	Plan shall mean the Trinity Industries, Inc.
Supplemental Retirement Plan as set forth in this document, as this document
may be amended from time to time.
	 
	 	(v)	 	Retirement shall mean the date on which an Employee is
eligible to begin receiving benefits from any Base Plan.
	 
	 	(w)	 	Separation from Service or Separate from
Service shall mean a termination of employment constituting a “separation
from service” within the meaning of Treasury Regulation 1.409A-1(h).






	2.02	 	Construction
	 
	 	 	Masculine pronouns used herein shall refer to men or women or both and nouns and
pronouns when stated in the singular shall include the plural and when stated in the
plural shall include the singular, wherever appropriate.




5









 











ARTICLE III




Designation of Participants





	3.01	 	Eligibility to Participate
	 
	 	 	The Committee shall meet as necessary to verify the eligibility of Participants.
Participation will be determined solely by the Committee, and an Employee will not
commence participation in the Plan until notified by the Committee of both his
eligibility and the terms and benefits of the Plan.





6









 





ARTICLE IV




Plan Benefits





	4.01	 	Calculation of Plan Benefit






	 	(a)	 	Basic Plan Benefit. Benefits under the Plan shall be
actuarially computed amounts payable to a Participant or Beneficiary so that
the annual payments such Participant or Beneficiary shall receive from the Plan
(as limited by paragraph (c) below) shall equal the amount of the payments
which the Participant would have received at Retirement under the Base Plan
except for the operation of the limits under Code Sections 401(a)(17) and 415,
as those limits are described by the Base Plan.
	 
	 	 	 	The benefit payable under the Plan will be reduced by the amount of plan
benefits actually payable to the Participant or Beneficiary under the Base
Plan upon Retirement.
	 
	 	(b)	 	Determination of Compensation. If the applicable Base
Plan is the Trinity Industries, Inc. Standard Pension Plan, the Participant’s
“accrued benefit” under such plan will be determined by taking into account, as
“compensation”, amounts otherwise excluded as a result of their deferral under
the Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc.
and Certain Affiliates. For purposes of this paragraph, any compensation
deferred is treated as compensation for benefit calculation purposes under the
Plan only in the year(s) payment would otherwise have been made but for the
deferral.
	 
	 	 	 	In addition, the annual “compensation” used when calculating the benefit
under Section 4.01 shall include incentive compensation earned under the
Company’s Incentive Compensation Agreement when such compensation is earned,
irrespective of when such compensation is actually paid. To be included as
“compensation” under Section 4.01, however, the incentive compensation must
ultimately be paid to the Participant.
	 
	 	(c)	 	Subsequent Reductions Under Base Plan. The Plan shall
not compensate any Participant or Beneficiary for any adverse effects to the
Participant which result in a reduction of benefits available from the Base
Plan due to changes in the Base Plan benefit formula, social security laws or
other laws and rules.






	4.02	 	Time and Form of Plan Payments






	 	(a)	 	Amounts Subject to Code Section 409A






	 	(1)	 	Election of Form of Distribution.
Within thirty (30) days following receipt of a written explanation of
the terms of and the benefits provided under the Plan, but not later
than thirty (30) days




7









 






	 	 	 	following the first day of the Employer’s taxable year immediately
following the first year during which the Participant accrues a
benefit under this Plan, each Participant must make an irrevocable
election as to the form of payment in a manner that is approved by
the Committee. Such election shall apply to all Amounts Subject to
Code Section 409A. The Participant may elect to receive a
distribution of such amounts in any form available under the terms of
the Base Plan as of the date of his election, and an election of a
form of distribution under this Plan need not be the same as the
Participant’s corresponding election under the Base Plan.






	 	(i)	 	If an eligible Employee is
participating in the Plan in 2008 and desires to file or modify
a previously-filed election, he must complete such an election
or modification and file it with the Committee on or before
December 31, 2008; provided, however, that a Participant may not
file a modified distribution election in 2008 that has the
effect of deferring payment of amounts the Participant would
otherwise receive in 2008 or cause payments to be made in 2008
that would otherwise be made subsequent to 2008. Such an
election shall 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.
	 
	 	(ii)	 	A modification of a Participant’s
previous election related to the distribution of Amounts Subject
to Code Section 409A may be filed by a Participant with the
Committee provided:






	 	(A)	 	Such modification
shall not be effective for at least twelve (12) months
after the date on which the modification is filed with
the Committee;
	 
	 	(B)	 	Other than
distributions made on account of death or Disability,
any distributions to which such modification relates
shall be deferred for a period of five (5) years from
the date such distributions would otherwise have
commenced; and
	 
	 	(C)	 	With respect to a
distribution made in accordance with Section
4.02(a)(2)(A) below, such a modification may not be
accepted by the Committee less than twelve (12) months
before the date on which distributions were previously
scheduled to begin under the Plan.










8









 












	 	(2)	 	Timing of Distribution. Except as
otherwise provided, Amounts Subject to Code Section 409A that are
payable under the Plan to a Participant who is eligible to receive
benefits from the Base Plan shall commence as of:






	 	(A)	 	The first day of
the first month next following the Participant’s
attainment of age 65; or
	 
	 	(B)	 	If a Participant
Separates from Service before attaining age 65, the
first day of the first month next following the
Participant’s Separation from Service.






	 	(3)	 	Required Delay for Key Employees.
Notwithstanding any other provision of the Plan to the contrary, if a
Participant is a Key Employee and Separates from Service for a reason
other than death, such Participant’s distribution with respect to
Amounts Subject to Code Section 409A may not commence earlier than six
(6) months from the date of his Separation from Service. If it is
determined that compliance with Code Section 409A necessitates
distribution on a date certain, such distribution shall be made, or
begin to be made, on the date that is six (6) months following the date
on which the Participant Separates from Service.
	 
	 	(4)	 	Distribution for Disability.
Notwithstanding any provision of the Plan to the contrary, in the event
a Participant becomes Disabled, he shall receive a distribution of
Amounts Subject to Code Section 409A equal to the amount calculated in
the same manner as under Section 4.02(a)(5)(ii) below, except that (i)
when applying Section 4.02(a)(5)(ii), the term “Separation from
Service” shall be replaced by “Disability” in each place where it
appears therein, and (ii) such distribution shall not include Amounts
Not Subject to Code Section 409A. Distribution shall be in the form
elected by the Participant under Section 4.02(a)(i) and shall commence
immediately upon certification by the Committee that the Participant is
Disabled. 
	 
	 	(5)	 	Forfeiture.






	 	(i)	 	General Rule. Benefits
under the Plan will be paid only to supplement benefit payments
actually made from the Base Plan. If benefits are not payable
under the Base Plan because the Participant has failed to vest
or for any other reason, no payments will be made under the Plan
with respect to such Base Plan.
	 
	 	(ii)	 	Change in Control.
Notwithstanding paragraph (i), in the event that the Participant
Separates from Service for any reason (other than due to death
or Disability) prior to being




9









 






	 	 	 	eligible to receive Retirement benefits under the Base Plan
but upon the occurrence of a Change in Control, then such
Participant shall not forfeit his right to benefits hereunder
and shall be entitled to a benefit calculated in accordance
with Section 4.01. Such amount shall be payable to the
Participant in a lump sum cash payment within five (5) days
following such Separation from Service.






	 	(iii)	 	Compliance with Code Section
409A. For purposes of this Section 4.02(a)(5), Change in
Control shall have the meaning set forth under Section
4.02(b)(5)(ii), except no distribution shall be made with
respect to Amounts Subject to Code Section 409A upon a Change in
Control unless such event or transaction constitutes a “change
in ownership”, “change in effective control”, or “change in the
ownership of a substantial portion of the assets” of the
Company, within the meaning of Code Section 409A, Treasury
Regulation 1.409A-3(i)(5), or other administrative guidance in
effect at the time of the event or transaction. The occurrence
of a Change in Control will be determined and certified by the
Committee strictly in accordance with the foregoing sentence;
the Committee may not exercise discretion in applying the
requirements of the Code, Treasury Regulations, or other
relevant guidance in the determination of the occurrence of a
Change in Control. Notwithstanding the preceding, if Treasury
Regulations or other guidance to be issued with respect to Code
Section 409A provide that an accelerated payment due to Change
in Control is not permitted, then such distribution shall be
made at the time and in the manner specified in Section
4.02(a)(1).






	 	(b)	 	Amounts Not Subject to Code Section 409A






	 	(1)	 	Form of Payment. Except as provided in
Section 4.02(b)(5), the Amounts Not Subject to Code Section 409A
payable under the Plan to a Participant who is eligible to receive
benefits from the Base Plan shall be made in the form of a single life
annuity for the life of the Participant with a ten-year period certain
and shall commence at age 65. In calculating the amount of a
Participant’s benefit payments hereunder, the Participant’s benefit
shall be calculated pursuant to Section 4.01 of the Plan assuming that
the Base Plan benefit is to commence at the same time that benefit
payments are to commence hereunder and will be made in the form of a
single life annuity for the life of the Participant with a ten-year
period certain (without regard to when the Participant has elected




10









 






	 	 	 	to have such Base Plan benefit commence and without regard to the
form of the benefit selected under the Base Plan).






	 	(2)	 	Modifying the Form of Payment.
Notwithstanding the provisions of (1) above, with respect to Amounts
Not Subject to Code Section 409A a Participant may elect a form of
benefit payment under the Plan other than the form described above from
among those optional forms of benefit payments available under the Base
Plan at the time of the election, and/or may elect to begin the
commencement of benefit payments prior to attaining age 65, with the
payment amount adjusted to reflect the different form of distribution
or commencement date using the actuarial assumptions provided in the
Base Plan. Such an election may be made by a Participant only once
during any calendar year, and the election will be effective only if
the election is made more than twelve (12) months prior to the earlier
of (i) the date benefit payments would commence under the Plan without
regard to the election or (ii) the date benefit payments would commence
under the Plan pursuant to the election.
	 
	 	(3)	 	Timing of Payments. Except as provided
in Section 4.02(b)(5), benefits payable under the Plan will be paid in
coordination with any benefits payable to a Participant from the Base
Plan.
	 
	 	(4)	 	Acceleration of Amounts Not Subject to Code
Section 409A. The preceding provisions of this Section 4.02(b) to
the contrary notwithstanding, any Participant (or beneficiary of a
deceased Participant) who has commenced receiving benefit payments
under the Plan and who has more than one benefit payment remaining to
be paid may elect in writing on a form that is approved by the
Committee to waive his right to continue receiving benefit payments
hereunder and in lieu thereof receive one lump sum payment in an amount
equal to 90% of the present value of the benefit payments remaining to
be paid at the time of such lump sum payment. The present value shall
be determined using the actuarial assumptions that would be used for
calculating lump sum distributions under the Base Plan, and the payment
will be made in cash to the Participant (or beneficiary of a deceased
Participant) no later than fifteen (15) days following receipt of his
election by the Committee. In the event that Participant (or
beneficiary of a deceased Participant) receives a lump sum payment in
accordance with this provision, no further benefits will be owed to or
on account of such Participant under the Plan and the remaining ten
percent (10%) of the present value of the monthly payments shall be
forfeited.
	 
	 	(5)	 	Forfeiture.










11









 












	 	(i)	 	General Rule. If a
Participant Separates from Service with the Company prior to his
eligibility to receive early, normal or late Retirement benefits
under the Base Plan, he shall forfeit all right, for himself and
his Beneficiary, to any benefits under this Plan; provided,
however, that in the event that such Separation from Service
occurs for any reason (other than death or Disability) upon the
occurrence of a Change in Control, then such Participant shall
not forfeit his right to benefits hereunder and shall be
entitled to a benefit calculated in accordance with Section
4.01. Such amount shall be payable to the Participant in a lump
sum cash payment within five (5) days following such
termination.
	 
	 	(ii)	 	Change in Control. For
purposes of this Section, a Change in Control shall be deemed to
have occurred if the event set forth in any one of the following
paragraphs shall have occurred:






	 	(A)	 	Any Person is or
becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing thirty percent
(30%) or more of the combined voting power of the
Company’s then outstanding securities unless the
transaction resulting in a Person becoming the
Beneficial Owner of thirty percent (30%) or more of the
combined voting power of the Company’s then outstanding
securities is approved in advance by the Board,
excluding any Person who becomes such Beneficial Owner
in connection with a transaction described in clause (i)
of paragraph (c) below;
	 
	 	(B)	 	The following
individuals cease for any reason to constitute a
majority of the number of directors then serving:
individuals who, on September 9, 2008, constitute the
Board and any new director (other than a director whose
initial assumption of office 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
September 9, 2008, or whose appointment, election or
nomination for election was previously so




12









 






	 	 	 	approved or recommended;






	 	(C)	 	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 of any
parent thereof) at least sixty percent (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 acquisitions by
the Company or its Affiliates of a business representing
thirty percent (30%) or more of the combined voting
power of the Company’s then outstanding securities; or
	 
	 	(D)	 	The Company’s
stockholders approve a plan of complete liquidation or
dissolution of the Company, or a sale or disposition
(whether by reorganization, merger, consolidation,
split-up, spin-off, split-off, combination, subdivision,
or other similar corporate transaction or event) by the
Company of all or substantially all of the Company’s
assets (in one transaction or a series of transactions
within any period of twenty four (24) consecutive
months) other than a sale or disposition by the Company
of all or substantially all of the Company’s assets to
an entity, at least sixty percent (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. However, a sale or
disposition by the Company of all or substantially all
of the Company’s assets to an entity (or two or more




13









 






	 	 	 	entities in one transaction or a series of
transactions within any period of twenty four (24)
consecutive months), at least sixty percent (60%) of
the combined voting power of the voting securities of
which are owned by the Company’s stockholders in
substantially the same proportions as their ownership
of the Company immediately prior to such sale or
disposition shall be considered a Change in Control
for purposes of this Section if the Participant is
not offered comparable employment with such entity
(or one of such entities). The sale or disposition of
a subsidiary or a division of the Company, or certain
assets of the Company (or of a subsidiary of the
Company), shall not be a Change in Control unless any
such transaction or series of related transactions
results in a sale or disposition by the Company of
all or substantially all of the Company’s assets.






	4.03	 	Distributions Following Plan Termination 
	 
	 	 	If the Plan is terminated pursuant to the provisions of Article VI hereof, the
Committee shall cause the Employer to pay to all Participants all of the vested
amounts then standing to their credit, in accordance with the applicable provisions
of Article VI.
	 
	4.04	 	Payment Upon Death of Participant
	 
	 	 	In the event of an Employee’s death on or after Retirement, the Employer shall make
any payments called for hereunder to his Beneficiary. Any payment made by the
Employer in good faith shall fully discharge the Employer from its obligations with
respect to such payment, and the Employer shall have no further obligation to see to
the application of any money so paid.
	 
	4.05	 	Funding
	 
	 	 	Contributions by the Employer to pay benefits under the Plan will be made solely out
of the general assets of the Employer. Nothing contained in the Plan and no action
taken pursuant to the provisions of the Plan shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Employer or the Plan
and any Employee or any other person. Any funds which may be set aside or invested
relative to the Plan shall continue for all purposes to be a part of the general
funds of the Employer and no person other than the Employer shall, by virtue of the
provisions of the Plan, have any interest in such funds. To the extent that any
person acquires a right to receive payment from the Employer under the Plan, such
right shall be no greater than the right of any unsecured general creditor of the
Employer.






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ARTICLE V




Administration





	5.01	 	Duties of Committee
	 
	 	 	The Committee shall have full power and authority to interpret, construe and
administer the Plan. The Committee’s interpretation and construction hereof, and
actions hereunder, including any determination of the amount or recipient of any
payment to be made under the Plan, shall be binding and conclusive on all persons
and for all purposes. No member of the Committee or the Board shall be liable to any
person for any action taken or omitted in connection with the interpretation and
administration of the Plan unless attributable to his own willful misconduct or lack
of good faith.




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ARTICLE VI




Amendment and Termination





	6.01	 	Right to Amend
	 
	 	 	The Company, in its sole and unfettered discretion, may amend the Plan at any time,
provided such amendment does not contravene the provisions of Code Section 409A and
related guidance issued thereunder and Section 6.03 of the Plan.






	6.02	 	Right to Terminate
	 
	 	 	The Company may terminate the Plan upon occurrence of any one of the following:






	 	(a)	 	Within twelve (12) months of the Company’s dissolution taxed
under Code Section 331 or with the approval of a bankruptcy court pursuant to
11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the
Plan are included in the Participants’ gross income in the latest of:






	 	(1)	 	The calendar year in which the Plan termination
occurs;
	 
	 	(2)	 	The calendar year in which the amount is no
longer subject to a substantial risk of forfeiture; or
	 
	 	(3)	 	The first calendar year in which the payment is
administratively practicable.






	 	(b)	 	Within the thirty (30) days preceding or the twelve (12) months
following a Change in Control, provided all substantially similar arrangements
(within the meaning of Code Section 409A and related guidance issued
thereunder) sponsored by the Company are also terminated, so that the
Participant and all participants under substantially similar arrangements are
required to receive all amounts of compensation deferred under the terminated
arrangements within twelve (12) months of the date of termination of the
arrangements.
	 
	 	(c)	 	At the discretion of the Company, provided that all of the
following requirements are satisfied:






	 	(1)	 	The termination and liquidation of the Plan do
not occur proximate to a downturn in the financial health of the
Company;
	 
	 	(2)	 	All arrangements sponsored by the Company that
would be aggregated with any terminated arrangement under Treasury
Regulation 1.409A-1(c) if the same Participant participated in all of
the arrangements are terminated;




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	 	(3)	 	No payments other than payments that would be
payable under the terms of the arrangements if the termination had not
occurred are made within twelve (12) months of the termination of the
arrangements;
	 
	 	(4)	 	All payments are made within twenty-four (24)
months of the termination of the arrangements; and
	 
	 	(5)	 	The Company does not adopt a new arrangement
that would be aggregated with any terminated arrangement under Treasury
Regulation 1.409A-1(c) if the same Participant participated in both
arrangements, at any time within three (3) years following the date of
termination of the arrangement.






	 	 	(d)	 	Such other events and conditions as the Commissioner of
Internal Revenue may prescribe in generally applicable guidance published in
the Internal Revenue Bulletin.






	6.03	 	Rights of Participants
	 
	 	 	No amendment, suspension or termination of the Plan shall deprive a Participant of a
previously vested amount as of such date. No amendment, suspension or termination
shall be retroactive in effect to the prejudice of any Participant, except to the
extent necessary to comply with any provision of federal or applicable state laws or
except to the extent necessary to prevent detriment to the Company or any of its
Affiliates, or the current taxation of Participants under Code Section 409A and any
guidance issued thereunder, as so determined by the Board in its sole and unfettered
discretion. The foregoing notwithstanding, in the event it is determined by the
Board, in its sole and unfettered discretion, that any provision in the Plan results
in a violation of the requirements of Code Section 409A and any guidance issued
thereunder, the Board, and any authorized officer so appointed by the Board, shall
have the power to unilaterally modify or eliminate any such provision.






	6.04	 	Liability of Successor
	 
	 	 	If the Company should reorganize, consolidate or merge with another entity, the Plan
shall become an obligation of the new entity or of any business taking over the
assets, duties or responsibilities of the Company.




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ARTICLE VII




Miscellaneous





	7.01	 	Nonguarantee of Employment
	 
	 	 	Nothing contained in the Plan shall be construed as a contract of employment between
any Employer and any Employee, or as a right of any Employee to be continued in the
employment of any Employer, or as a limitation on the right of an Employer to
discharge any of its Employees, with or without cause.






	7.02	 	Nonalienation of Benefits
	 
	 	 	Benefits payable under the Plan shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment,
execution or levy of any kind, either voluntary or involuntary, prior to actually
being received by the person entitled to the benefit under the terms of the Plan;
and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge or otherwise dispose of any right to benefits payable hereunder shall be
void.
	 
	7.03	 	No Preference
	 
	 	 	No Participant shall have any preference over the general creditors of an Employer
in the event of such Employer’s insolvency.
	 
	7.04	 	Incompetence of Recipient
	 
	 	 	If the Committee shall find that any person to whom any payment is payable under the
Plan is unable to care for his affairs because of mental or physical illness,
accident, or death, or is a minor, any payment due (unless a prior claim therefor
shall have been made by a duly appointed guardian, committee or other legal
representative) may be paid to the spouse, a child, a parent, a brother or sister or
any person deemed by the Committee, in its sole discretion, to have incurred
expenses for such person otherwise entitled to payment, in such manner and
proportions as the Committee may determine. Any such payment shall be a complete
discharge of the liabilities of the Company under the Plan, and the Company shall
have no further obligation to see to the application of any money so paid.
	 
	7.05	 	Texas Law to Apply
	 
	 	 	THIS PLAN SHALL BE CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF TEXAS
EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW.
	 
	7.06	 	Acceleration of Payment
	 
	 	 	In the event that the Internal Revenue Service formally assesses a deficiency




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	 	 	against a Participant on the grounds that an amount credited to such Participant’s
Accounts under the Plan is subject to Federal income tax (the “Reclassified Amount”)
earlier than the time payment otherwise would be made to the Participant pursuant to
the Plan, then the Committee shall direct the Employer maintaining such
Participant’s Accounts to pay to such Participant and deduct from such Account the
Reclassified Amount. To the extent possible, such payment will be made in a manner
permitted under Code Section 409A and any guidance issued thereunder so as to comply
with such Code Section.




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     IN WITNESS WEHREOF, the Company, Trinity Industries, Inc., has caused this document to be
executed on this 30TH day of September 2008 to be effective as of the 1st day
of January 2009.



	 	 	 	 	 
	 	TRINITY INDUSTRIES, INC.

 	 
	 	By:  	/s/ Timothy R. Wallace
 	 
	 	 	Name:  	Timothy R. Wallace 	 
	 	 	Title:  	Chairman, CEO & President 	 



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