10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2005
OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-6903

Trinity Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	75-0225040
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2525 Stemmons Freeway, Dallas, Texas	75207-2401
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (214) 631-4420

Securities Registered Pursuant to Section 12(b) of the Act

	Name of each exchange
Title of each class	on which registered
Common Stock ($1.00 par value)	New York Stock Exchange, Inc.
Rights To Purchase Series A Junior Participating Preferred Stock, $1.00 par value	New York Stock Exchange, Inc.

Securities registered Pursuant to Section 12(g) of the Act: None

      Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      Yes þ          No o

      Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes o          No þ

      Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

      Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one)

Large accelerated filer þ          Accelerated filer o          Non-accelerated filer o

      Indicate by check mark whether the Registrant is a shell company. Yes o          No þ

      The aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant’s most recently completed second fiscal quarter (June 30, 2005) was $1,380,449,279.

      At January 31, 2006 the number of shares of common stock outstanding was 49,490,350.

      The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the Registrants definitive 2006 Proxy Statement.

TRINITY INDUSTRIES, INC.

FORM 10-K

TABLE OF CONTENTS

	Caption	Page
PART I
Item 1.	Business		1
Item 1A.	Risk Factors		8
Item 1B.	Unresolved Staff Comments		13
Item 2.	Properties		13
Item 3.	Legal Proceedings		13
Item 4.	Submission of Matters to a Vote of Security Holders		13
PART II
Item 5.	Market for the Registrant’s Common Equity and Related Stockholder Matters		14
Item 6.	Selected Financial Data		15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		31
Item 8.	Financial Statements and Supplementary Data		33
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure		66
Item 9A.	Controls and Procedures		66
Item 9B.	Other Information		66
PART III
Item 10.	Directors and Executive Officers of the Registrant		67
Item 11.	Executive Compensation		67
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		67
Item 13.	Certain Relationships and Related Transactions		68
Item 14.	Principal Accountant Fees and Services		68
PART IV
Item 15.	Exhibits and Financial Statement Schedules		69
Amendment No. 3 to the Directors' Retirement Plan
Amendment No. 1 to the 1993 Stock Option and Incentive Plan
Amendment No. 2 to the 1993 Stock Option and Incentive Plan
Amendment No. 3 to the 1993 Stock Option and Incentive Plan
Amendment No. 4 to the 1993 Stock Option and Incentive Plan
Amendment No. 5 to the 1993 Stock Option and Incentive Plan
Profit Sharing Plan
Amendment No. 4 to Supplemental Profit Sharing Plan
Amendment to Deferred Plan for Director Fees
2005 Deferred Plan for Director Fees
Amendment No. 3 to the 1998 Stock Option and Incentive Plan
Amendment No. 4 to the 1998 Stock Option and Incentive Plan
Non-Qualified Stock Option Terms and Conditions
Incentive Stock Option Terms and Conditions
Form of Restricted Stock Grant Agreement
Amendment No. 1 to the 2004 Stock Option and Incentive Plan
Form of 2005 Deferred Compensation Plan and Agreement
Computation of Ratio of Earnings to Fixed Charges
Listing of Subsidiaries
Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer
Rule 13a-15(e) and 15d-15(e) of the Chief Financial Officer
Certification Pursuant to 18 U.S.C. Section 1350
Certification Pursuant to 18 U.S.C. Section 1350

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PART I

Item 1. Business.

      General Development of Business. Trinity Industries, Inc. (“we”, “Trinity” or “the Company”) was incorporated in 1933 and is one of the nation’s leading diversified industrial companies, providing a variety of products and services for the transportation, industrial, construction, and energy sectors.

      Trinity became a Delaware Corporation in 1987. Our principal executive offices are located at 2525 Stemmons Freeway, Dallas, Texas 75207-2401, our telephone number is 214-631-4420, and our Internet website address is www.trin.net.

      Financial Information About Industry Segments. Financial information about our industry segments for the years ended December 31, 2005, 2004, and 2003 is presented in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 16 through 31.

      Narrative Description of Business. We are engaged in the manufacturing and marketing of railcars, inland barges, concrete and aggregates, highway products, beams and girders used in highway construction, weld pipe fittings, tank containers, and structural wind towers. In addition, we lease railcars to our customers through a captive leasing business, Trinity Industries Leasing Company.

      We serve our customers through five business groups:

      Rail Group. Our Rail Group is the leading freight railcar manufacturer in North America and a freight railcar manufacturer in Europe. We provide a full complement of railcars used for transporting a wide variety of liquids, gases, and dry cargo. Our Rail Group consists of two primary business units: Trinity Rail Group North America and Trinity Rail GmbH, our European railcar manufacturing business.

      Trinity Rail Group North America provides a complete array of railcar solutions for our customers. We manufacture a full line of railcars, including:

•  Tank Cars — Tank cars transport products such as liquefied petroleum products, alcohol and ethanol, liquid fertilizer, and food and grain products such as vegetable oil and corn syrup.

•  Auto Carrier Cars — Auto carrier cars transport automobiles and sport utility vehicles.

•  Hopper Cars — Covered hopper cars carry cargo such as grain, dry fertilizer, plastic pellets, and cement. Open-top hoppers are most often used to haul coal.

•  Box Cars — Box cars transport products such as food products, auto parts, wood products, and paper.

•  Intermodal Cars — Intermodal cars transport intermodal containers and trailers, which are generally interchangeable among railcar, truck, and ship, thus making it possible to move cargo without repeated loading and unloading.

•  Gondola Cars — Rotary gondolas are used for coal service. Top-loading gondola cars transport a variety of other heavy bulk commodities such as scrap metals and steel products.

•  Specialty Cars — Specialty cars are designed to address the special needs of a particular industry or customer, such as waste hauling gondolas, side dump cars, and pressure differential cars used to haul fine grain food products such as sugar and flour.

      We produce the widest range of railcars in the industry, which allows us to take advantage of changing industry trends and developing market opportunities. We also provide a variety of railcar components for the North American market from plants in the U.S. and Mexico. We manufacture and sell railcar parts used in manufacturing and repairing railcars, such as auto carrier doors and accessories, discharge gates, yokes, couplers, axles, and hitches. We also have two repair and coating facilities located in Texas.

      Our customers include railroads, leasing companies, and shippers, such as utilities, petrochemical companies, grain shippers, and major construction and industrial companies. We compete against five major railcar manufacturers in the North American market.

      For the year ended December 31, 2005, we shipped approximately 22,930 railcars in North America, or approximately 33% of total

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North American shipments. Our North American order backlog as of December 31, 2005 was approximately 18,800 railcars, or approximately 27% of the total North American backlog as reported by the Railway Supply Institute, Inc.

      Trinity Rail GmbH is a freight railcar manufacturer in Europe with its primary manufacturing facility located in Romania. We entered the European railcar manufacturing business in 1999 with our acquisition of a large government-owned Romanian railcar manufacturer. Immediately after the acquisition, we initiated a multi-step program designed to substantially upgrade and improve the infrastructure of the facility. In addition, we installed new railcar manufacturing tooling and equipment and began transferring our best practices. Following our merger with Thrall, which also had European facilities, we initiated a consolidation program and continued the transfer of best practices for the combined companies. In Europe we compete against a number of manufacturers in various countries. For the year ended December 31, 2005, Trinity Rail GmbH shipped approximately 1,570 railcars. In the European market, there is no formal collection of information pertaining to railcar shipments. However, we believe our current European market share is approximately 30%. Our European backlog as of December 31, 2005 was approximately 335 railcars.

      We hold patents of varying duration for use in our manufacture of railcar and component products. We believe patents offer a marketing advantage in certain circumstances. No material revenues are received from licensing of these patents.

      Railcar Leasing and Management Services Group. Through our wholly owned subsidiaries, primarily Trinity Industries Leasing Company (“TILC”), we lease both tank cars and freight cars. Our Railcar Leasing and Management Services Group (“Leasing Group”) is a premier provider of leasing and management services and is an important strategic resource that uniquely links our Rail Group with our customers. The Leasing Group provides us with revenue, earnings and cash flow diversification. Trinity Rail Group North America and Trinity Industries Leasing Company coordinate sales and marketing activities under the trade name Trinity Rail, thereby providing a single point of contact for railroads and shippers seeking solutions to their rail equipment and service needs.

      Our railcars are leased to railroad and various other companies in the petroleum, chemical, agricultural, energy, and other industries that supply their own railcars to the railroads. Substantially all of our owned railcars are purchased from and manufactured by our Rail Group at prices comparable to the prices for railcars sold by our Rail Group to third parties. The terms of our railcar leases generally vary from one to twenty years and provide for fixed monthly rentals, with an additional mileage charge when usage exceeds a specified maximum. We do have a small percentage of our fleet leased on a per diem basis.

      In addition, we manage railcar fleets on behalf of independent third parties. We believe our railcar fleet management services complement our leasing business by generating stable fee income, strengthening customer relationships, and enhancing the view of Trinity as a leading provider of railcar products and services. As of December 31, 2005, our lease fleet included approximately 24,900 owned or leased railcars that were 99.5% utilized. Additionally, we manage approximately 63,700 additional railcars on behalf of independent third parties.

      Our railcar leasing business is very competitive and there are a number of well-established entities that actively compete with us in the business of leasing railcars.

      Construction Products Group. Our Construction Products Group produces concrete and aggregates and manufactures highway products, beams and girders used in highway bridge construction, and weld pipe fittings. Many of these lines of business are seasonal and revenues are subject to weather conditions.

      We are a leader in the supply of ready mix concrete in certain areas of Texas. Our customers for concrete include contractors and subcontractors in the construction and foundation industry who are located near our plant locations. We also distribute construction aggregates, such as crushed stone, sand and gravel, asphalt rock, and recycled concrete in several larger Texas cities. Our customers for aggregates are mostly other concrete producers, paving contractors, and other consumers of aggregates. We compete with ready mix concrete producers and aggregate producers located in the regions where we operate.

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      In highway products we are the only full line producer of guardrails, crash cushions, and other protective barriers that absorb and dissipate the force of impact in collisions between vehicles and fixed roadside objects. We believe we are the largest highway guardrail manufacturer in the United States, based on revenues, with a comprehensive nationwide guardrail supply network. The Federal Highway Administration determines which products are eligible for federal funds for highway projects and has approved most of our products as acceptable permanent and construction zone highway hardware according to requirements of the National Cooperative Highway Research Program.

      Our crash cushions and other protective barriers include multiple proprietary products manufactured through various product license agreements with certain public and private research organizations and inventors. We hold patents and are a licensee for certain of our guardrail and end-treatment products that enhance our competitive position for these products.

      We sell highway products in all 50 U.S. States, Canada, and Mexico. We also export our highway proprietary products to certain other countries. We compete against several national and regional guardrail manufacturers.

      We manufacture structural steel beams and girders for the construction of new, restored, and/or replacement railroad bridges, county, municipal, and state highway bridges, and power generation plants. We sell bridge construction and support products primarily to owners, general contractors, and subcontractors on highway and railroad construction projects. We also manufacture dump bodies. Our competitors primarily include fabricators with facilities located throughout the United States.

      We manufacture and/or sell weld pipe fittings, such as caps, elbows, return bends, tees, concentric, and eccentric reducers, and full and reducing outlet tees, primarily for the pipeline, petrochemical, and non-petrochemical process industries. We compete with numerous companies throughout the United States and foreign importers.

      Inland Barge Group. We are a leading manufacturer of inland barges in the United States and the largest manufacturer of fiberglass barge covers used primarily on grain barges. In 2005, we shipped approximately 335 barges. We manufacture a variety of dry cargo barges, such as deck barges, and open or covered hopper barges that transport various commodities, such as grain, coal, and aggregates. We also manufacture tank barges used to transport liquid products. Fiberglass reinforced lift covers are primarily for grain and rolling covers are for other bulk commodities. Our four barge manufacturing facilities are located along the United States inland river system allowing for rapid delivery to our customers.

      Our primary Inland Barge customers are commercial marine transportation companies. Many companies have the capability to enter into, and from time to time do enter into, the inland barge manufacturing business. We strive to compete through efficiency in operations and quality of product.

      Energy Equipment Group. In the third quarter of 2005, due to an increase in structural wind tower revenue, the Company restructured its Industrial Products Group to include the Company’s structural wind tower operations. This increase in revenue is due, in part, to the recent signing of the Energy Policy Act of 2005 which provides production tax credits on wind generated energy. As a result, the structural wind tower operations, previously included in the “All Other” segment, are now included in the Energy Equipment Group (previously, the Industrial Products Group). Segment information for prior periods has been reclassified to conform to the current presentation.

      We are a leading manufacturer of tank containers and tank heads for pressure vessels. We manufacture tanks in the United States, Mexico, and Brazil. We market a portion of our products in Mexico under the brand name of TATSA^®.

      We manufacture propane tanks that are used by industrial plants, utilities, small businesses and in suburban and rural areas. We also manufacture fertilizer containers for bulk storage, farm storage and the application and distribution of anhydrous ammonia. Our propane tank products range from 9-gallon tanks for motor fuel use to 1,800,000-gallon bulk storage spheres. We sell our propane tanks to experienced propane dealers and large industrial users. In the U.S. we generally deliver the containers to our customers who install and fill the containers. Our competitors include large and small manufacturers of tanks.

      We manufacture tank heads, which are pressed metal components used in the manufacturing of

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many of our finished products. We manufacture the tank heads in various shapes, and we produce pressure rated or non-pressure rated tank heads, depending on their intended use. We use a significant portion of the tank heads we manufacture in the production of our tank cars and containers. We also sell our tank heads to a broad range of other manufacturers. There is strong competition in the tank heads business.

      We are a leading manufacturer of structural wind towers in the United States. We manufacture structural wind tower shells for use in the wind energy market. These towers are manufactured in the US to customer specifications and installed by our customers. Our customers are original equipment manufacturers who assemble and install our towers with the remaining equipment to produce wind-generated electricity.

      All Other. All Other includes our captive insurance and transportation companies, costs associated with non-operating plants, and other peripheral businesses.

      Foreign Operations. Trinity’s foreign operations are in Brazil, Czech Republic, Mexico, Romania, Slovakia, and the United Kingdom. Sales to foreign customers, primarily in Europe and Mexico, represented 6.8%, 10.7%, and 12.9% of our consolidated revenues for the years ended December 31, 2005, 2004, and 2003, respectively. As of December 31, 2005, 2004, and 2003, we had approximately 8.1%, 10.8%, and 10.8% of our long-lived assets located outside the United States.

      We manufacture railcars, propane tank containers, tank heads, and other parts at our Mexico facilities for export to the United States. Any material change in the quotas, regulations, or duties on imports imposed by the United States government and its agencies or on exports imposed by the government of Mexico or its agencies could adversely affect our operations in Mexico. Our foreign activities are also subject to various other risks of doing business in foreign countries, including currency fluctuations, political changes, changes in laws and regulations, and economic instability. Although our operations have not been materially affected by any of such factors to date, any substantial disruption of business as it is currently conducted could adversely affect our operations at least in the short term.

      Backlog. As of December 31, 2005, our backlog for new railcars was $1,389.2 million and was $335.3 million for Inland Barge products. Included in the railcar backlog are $451.9 million of railcars to be sold to our Railcar Leasing and Management Services Group. The substantial portion of our backlog is expected to be delivered in the 12 months ending December 31, 2006. The Rail Group has a multi-year sales agreement with 1,000 new railcars remaining for 2007 which will not be included in the backlog until the type of car and price have been determined. In January 2006, the Inland Barge Group entered into a multi-year sales agreement for dry cargo barges with deliveries beginning in 2007 which are not included in the backlog at this time as the production quantity may vary.

      As of December 31, 2004, our backlog for new railcars was $1,390.3 million and was $99.1 million for Inland Barge products. Included in the railcar backlog was $214.3 million of railcars to be sold to our Railcar Leasing and Management Services Group.

      Marketing. We sell substantially all of our products through our own sales personnel operating from offices in the following states and foreign countries: Arkansas, Arizona, Connecticut, Florida, Georgia, Illinois, Kentucky, Louisiana, Ohio, Oklahoma, Pennsylvania, Tennessee, Texas, Utah, Washington, Brazil, Canada, Czech Republic, France, Mexico, Romania, Slovakia, Switzerland, and the United Kingdom. We also use independent sales representatives to a limited extent. Except in the case of weld fittings, guardrail, and standard size propane tank containers, we ordinarily fabricate our products to our customers’ specifications contained in a purchase order.

      Raw Materials and Suppliers.

      Railcar Specialty Components and Steel. Products manufactured at our railcar manufacturing facilities require a significant supply of raw materials such as steel, as well as numerous specialty components such as brakes, wheels, axles, side frames, bolsters, and bearings. Specialty components purchased from third parties comprise approximately 50% of the production cost of each railcar. Although the number of alternative suppliers of specialty components has declined in recent years, at least three suppliers continue to produce most components. However, any unanticipated interruption in the supply chain of specialty components

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would have an impact on both our margin and production schedules. The current production level of railcar specialty components would not allow for significant expansion of railcar production.

      The principal material used in our Rail, Inland Barge, and Energy Equipment Groups is steel. During 2005, the prices of steel we purchased increased at a much lower rate than was evident in 2004. The prices for other component parts we purchased in 2005 increased significantly and have been volatile on a month-to-month basis. We used escalation clauses and other arrangements to reduce the impact of these cost increases, thus minimizing the effect on our operating margins for the year. As of December 31, 2005, approximately 93% of the railcar backlog was covered by escalation clauses or other arrangements which reduced the exposure to future material cost increases related to those contracts.

      Availability of steel has improved significantly during 2005, while the availability of other components continues to be an issue. In general, we believe there is enough capacity in the supply industry to meet current production levels. We believe the existing contracts and other relationships we have in place will meet our current production forecasts. However, any unanticipated interruption in our supply chain would have an impact on both our margin and production schedules.

      Aggregates. Aggregates can be found throughout the United States, and many producers exist nationwide. However, as a general rule, shipments from an individual quarry are limited in geographic scope because the cost of transporting processed aggregates to customers is high in relation to the value of the product itself. We operate 14 mining facilities strategically located in Texas, Oklahoma, and Louisiana to fulfill some of our needs for aggregates. We have experienced some difficulty due to shipping issues, in fulfilling the rest of our needs from local suppliers.

      Cement. The worldwide demand for cement has increased over the last several years. The supply of cement for the Concrete & Aggregates business is received primarily from Texas and overseas. The increased demand, coupled with rising transportation costs, has driven the cost of this raw material up over 20% in the last year. Although rising cost continues to impact our business, we have not experienced difficulties supplying concrete to our customers.

      Employees. The following table presents the breakdown of employees by business group:

	December 31,
Business Group	2005
Rail Group		10,412
Construction Products Group		2,385
Inland Barge Group		1,387
Energy Equipment Group		476
Railcar Leasing and Management Services Group		60
All Other		324
Corporate		180
		15,224

      As of December 31, 2005, approximately 9,415 employees were employed in the United States.

      Acquisitions. In 2005, we did not make any acquisitions. In 2004, we had an acquisition in the Construction Products Group with a purchase price of $15.7 million. During 2003, we had six acquisitions primarily in the Construction Products Group with a combined purchase price, net of cash acquired, of $7.6 million. The acquired operations have been included in the consolidated financial statements from the effective dates of the acquisitions. See Note 4 to the consolidated financial statements.

      In 2001, the Company acquired Thrall Car Manufacturing Company from an affiliate of Duchossois Industries, Inc. for $165.5 million in cash and 7.15 million in shares of common stock. In 2004, Duchossois Industries, Inc. sold 4.0 million shares of common stock. The Company has received a request from various entities affiliated with Duchossois Industries, Inc. to register 3.15 million shares of common stock pursuant to the exercise of a demand registration right entered into in connection with such acquisition. The Company is in the process of complying with its obligations pursuant to this demand. This will fulfill the Company’s obligation to register common stock under this agreement.

      Environmental Matters. We are subject to comprehensive federal, state, local, and foreign environmental laws and regulations relating to the release or discharge of materials into the environment, the management, use, processing, handling, storage, transport, or disposal of hazardous and non-hazardous waste and materials, or otherwise relating to the protection of human health and the

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environment. Such laws and regulations not only expose us to liability for our own acts, but also may expose us to liability for the acts of others or for our actions which were in compliance with all applicable laws at the time these actions were taken. In addition, such laws may require significant expenditures to achieve compliance, and are frequently modified or revised to impose new obligations. Civil and criminal fines and penalties may be imposed for non-compliance with these environmental laws and regulations. Our operations that involve hazardous materials also raise potential risks of liability under common law.

      Environmental operating permits are, or may be, required for our operations under these laws and regulations. These operating permits are subject to modification, renewal, and revocation. We regularly monitor and review our operations, procedures, and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of our businesses, as it is with other companies engaged in similar businesses. We believe that our operations and facilities owned, managed, or leased, are in substantial compliance with applicable laws and regulations and that any noncompliance is not likely to have a material adverse effect on our operations or financial condition.

      However, future events such as changes in or modified interpretations of existing laws and regulations or enforcement policies, or further investigation or evaluation of the potential health hazards associated with our products, business activities, or properties, may give rise to additional compliance and other costs that could have a material adverse effect on our financial condition and operations.

      In addition to environmental laws, the transportation of commodities by railcar or barge raises potential risks in the event of a derailment, spill, or other accident. Generally, liability under existing law in the United States for a derailment, spill, or other accident depends on the negligence of the party, such as the railroad, the shipper, or the manufacturer of the barge, railcar, or its components. However, under certain circumstances strict liability concepts may apply.

Governmental Regulation.

      Railcar Industry. The primary regulatory and industry authorities involved in the regulation of the railcar industry are the Environmental Protection Agency; the Research and Special Programs Administration, a division of the Department of Transportation; the Federal Railroad Administration, a division of the Department of Transportation; and the Association of American Railroads.

      These organizations establish rules and regulations for the railcar industry, including construction specifications and standards for the design and manufacture of railcars and railcar parts; mechanical, maintenance, and related standards for railcars; safety of railroad equipment, tracks, and operations; and packaging and transportation of hazardous materials.

      We believe that our operations are in substantial compliance with these regulations. We cannot predict whether any future changes in these rules and regulations could cause added compliance costs that could have a material adverse effect on our financial condition or operations.

      Inland Barge Industry. The primary regulatory and industry authorities involved in the regulation of the barge industry are the United States Coast Guard; the National Transportation Safety Board; the United States Customs Service; the Maritime Administration of the United States Department of Transportation; and private industry organizations such as the American Bureau of Shipping.

      These organizations establish safety criteria, investigate vessel accidents, and recommend safety standards. Violations of these laws and related regulations can result in substantial civil and criminal penalties as well as injunctions curtailing operations.

      We believe that our operations are in substantial compliance with these laws and regulations. We cannot predict whether future changes that affect compliance costs would have a material adverse effect on our financial condition and operations.

      Highway Products. The primary regulatory and industry authorities involved in the regulation of our highway products business are the United States Department of Transportation, the Federal Highway Administration, and various state highway departments.

      These organizations establish certain standards and specifications related to the manufacture of our highway products. If our products were found not to be in compliance with these standards and

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specifications we would be required to re-qualify our products for installation on state and national highways.

      We believe that our highway products are in substantial compliance with all applicable standards and specifications. We cannot predict whether future changes in these standards and specifications would have a material adverse effect on our financial condition and operations.

      Occupational Safety and Health Administration and similar regulations. Our operations are subject to regulation of health and safety matters by the United States Occupational Safety and Health Administration. We believe that we employ appropriate precautions to protect our employees and others from workplace injuries and harmful exposure to materials handled and managed at our facilities. However, claims may be asserted against us for work-related illnesses or injury, and our operations may be adversely affected by the further adoption of occupational health and safety regulations in the United States or in foreign jurisdictions in which we operate. While we do not anticipate having to make material expenditures in order to remain in substantial compliance with health and safety laws and regulations, we are unable to predict the ultimate cost of compliance. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings or if we were found to be responsible or liable in any litigation or proceeding, that such costs would not be material to us.

      Other Matters. To date, we have not suffered any material shortages with respect to obtaining sufficient energy supplies to operate our various plant facilities or transportation vehicles. Future limitations on the availability or consumption of petroleum products, particularly natural gas for plant operations and diesel fuel for vehicles, could have an adverse effect upon our ability to conduct our business. The likelihood of such an occurrence or its duration, and its ultimate effect on our operations, cannot be reasonably predicted at this time.

      Executive Officers of the Company. The following table sets forth the names and ages of all of our executive officers, their positions and offices presently held by them, the year each person first became an executive officer and the term of each person’s office:

				Officer		Term
Name(1)	Age		Office	Since		Expires
Timothy R. Wallace		52	Chairman, President & Chief Executive Officer		1985	May 2006
Mark W. Stiles		57	Senior Vice President & Group President		1993	May 2006
William A McWhirter II		42	Vice President & Chief Financial Officer		2005	May 2006
Don Collum		57	Vice President, Chief Audit Executive		2005	May 2006
Andrea F. Cowan		43	Vice President, Shared Services		2001	May 2006
Michael G. Fortado		62	Vice President & Secretary		1997	May 2006
Martin Graham		58	President, Trinity North American Freight Car, Inc.		2001	May 2006
John M. Lee		45	Vice President, Business Development		1994	May 2006
D. Stephen Menzies		50	President, Trinity Industries Leasing Company and Group President		2001	May 2006
Charles Michel		52	Vice President, Controller and Chief Accounting Officer		2001	May 2006
S. Theis Rice		55	Vice President, Chief Legal Officer		2002	May 2006
James E. Perry		34	Treasurer		2005	May 2006

(1)  Mr. Collum joined us in 2004 and was appointed Vice President, Chief Audit Executive in May 2005. Prior to that, he served as President and Chief Executive Officer of a manufacturing company and previously was an Audit Partner with Arthur Young & Co. (now Ernst & Young). Mr. Graham joined us

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in 2001 as President of Trinity North American Freight Car, Inc following our merger transaction with Thrall Car Manufacturing Company, where Mr. Graham was President and Chief Operating Officer. Mr. Graham has been involved in the manufacturing industry for 30 years. Mr. Menzies joined us in November 2001 as President of Trinity Industries Leasing Company following Trinity’s acquisition of Transport Capital, LLC, where Mr. Menzies was majority owner and was President from December 1999. Mr. Menzies has been involved in the equipment leasing industry for over 20 years. Mr. Michel joined us in 2001. Prior to that, he served as Vice President and Chief Financial Officer of a national restaurant/entertainment company from 1994 to 2001. From 1976 to 1992 Mr. Michel served in various capacities in a nationally recognized public accounting firm, his last six years as an audit partner. Mr. Perry joined us in 2004 and was appointed Treasurer in April 2005. Prior to that, he served as Senior Vice President of Finance for a teleservices company. All of the other above-mentioned executive officers have been in full time employment of Trinity or its subsidiaries for more than five years. Although the titles of certain such officers have changed during the past five years, all have performed essentially the same duties during such period of time except for Mr. McWhirter and Mr. Rice. Mr. McWhirter joined us in 1985 and held various accounting positions until 1992, when he became a business group officer. In 1999, he was elected to a corporate position as Vice President for Mergers and Acquisitions. In 2001, he was named Executive Vice President of a business group. In March 2005, he became Vice President and Chief Financial Officer. Mr. Rice served as President of our European operations before being elected to his present position in March 2002.

Item 1A. Risk Factors.

      We caution you that there are risks and uncertainties that could cause our actual results to be materially different from those indicated by forward-looking statements that we make from time to time in filings with the Securities and Exchange Commission, news releases, reports, proxy statements, registration statements, and other written communications, as well as oral forward-looking statements made from time to time by representatives of our Company. These risks and uncertainties include, but are not limited to, the risks described below. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. The cautionary statements below discuss important factors that could cause our business, financial condition, operating results, and cash flows to be materially adversely affected.

      The cyclical nature of our business results in lower revenues during economic downturns. We operate in cyclical industries. Downturns in overall economic conditions usually have a significant adverse effect on cyclical industries due to decreased demand for new and replacement products. Decreased demand could continue to result in lower sales volumes, lower prices, and/or a loss of profits. The railcar, barge, and wind tower industries recently experienced a deep down cycle and operated with a minimal backlog. If this down cycle were to return, we could experience losses and close plants, suspend production, and incur related costs.

      Litigation claims could increase our costs and weaken our financial condition. We and our subsidiaries are currently and may from time to time be involved in various legal proceedings arising out of our operations. Adverse outcomes in some or all of the claims pending against us could result in significant monetary damages against us that could increase our costs and weaken our financial condition. While we maintain reserves and liability insurance at coverage levels based upon commercial norms in our industries, our reserves may be inadequate to cover these claims or lawsuits or any future claims or lawsuits arising from our businesses, and any such claims or lawsuits could have a material adverse effect on our business, operations or overall financial condition.

      Increases in the price and demand for steel could lower our margins and profitability. The principal material used in our Rail, Inland Barge and Energy Equipment Groups is steel. During 2005, the prices of steel we purchased increased at a much lower rate than was evident in 2004. The prices for other component parts we purchased in 2005 increased significantly and have been volatile on a month-to-month basis. We used escalation clauses and other arrangements to reduce the impact of these cost increases, thus minimizing the effect on our operating margins for the year. As of December 31, 2005, approximately 93% of the

8

railcar backlog is covered by escalation clauses or other arrangements which reduce the exposure to future material cost increases related to these contracts.

      Availability of steel has improved significantly during 2005, while the availability of other components continues to be an issue. In general, we believe there is enough capacity in the supply industry to meet current production levels. We believe our existing contracts and other relationships we have in place will meet our current production forecasts. However, any unanticipated interruption in our supply chain would have an impact on both our margin and production schedules.

      We have potential exposure to environmental liabilities, which may increase costs and lower profitability. Our operations are subject to extensive and frequently changing federal, state, and local environmental laws and regulations, including those dealing with air quality and the handling and disposal of waste products, fuel products, and hazardous substances. In particular, we may incur remediation costs and other related expenses because:

•  some of our manufacturing facilities were constructed and operated before the adoption of current environmental laws and the institution of compliance practices; and

•  some of the products that we manufacture are used to transport hazardous materials.

      Furthermore, although we intend to conduct appropriate due diligence with respect to environmental matters in connection with future acquisitions, we may be unable to identify or be indemnified for all potential environmental liabilities relating to any acquired business. Environmental liabilities incurred by us, if not covered by adequate insurance or indemnification will increase our respective costs and have a negative impact on our profitability.

      We compete in highly competitive industries, which may impact our respective financial results. We face aggressive competition in all geographic markets and each industry sector in which we operate. As a result, competition on pricing is often intense. The effect of this competition could reduce our revenues, limit our ability to grow, increase pricing pressure on our products, and otherwise affect our financial results.

      If our railcar leasing subsidiary is unable to obtain acceptable long-term financing of its railcar lease fleet, our lenders may foreclose on the portion of our lease fleet that secures our warehouse facility. TILC, our wholly owned captive leasing subsidiary, uses borrowings under a warehouse facility to initially finance the railcars it purchases from us. Borrowings under the warehouse facility are secured by the specific railcars financed by such borrowings and the underlying leases. The warehouse facility is non-recourse to us and to our other subsidiaries other than Trinity Rail Leasing Trust II, or TRL II, a qualified subsidiary of TILC that is the borrower under the warehouse facility. Borrowings under the warehouse facility are available through August 2007, and unless renewed would be payable in three equal installments in February 2008, August 2008, and February 2009. A decline in the value of the railcars securing borrowings under the warehouse facility or in the creditworthiness of the lessees under the associated leases could reduce TRL II’s ability to obtain long-term financing for such railcars. Additionally, fluctuations in interest rates from the time TRL II purchases railcars with short-term borrowings under the warehouse facility and the time TRL II obtains permanent financing for such railcars could decrease our profitability on the leasing of the railcars and could have an adverse impact on our financial results. If TRL II is unable to obtain long-term financing to replace borrowings under the warehouse facility, Trinity may decide to satisfy TRL II’s indebtedness under the warehouse facility or the lenders under the warehouse facility may foreclose on the portion of TRL II’s lease fleet pledged to secure this facility. As of December 31, 2005, there was $256.3 million of indebtedness outstanding and $118.7 million was available under the warehouse facility.

      We may be unable to remarket leased railcars on favorable terms, which could result in lower lease utilization rates and reduced revenues. The profitability of our railcar leasing business is dependent in part on our ability to re-lease or sell railcars we own upon the expiration of existing lease terms. Our ability to remarket leased railcars profitably is dependent upon several factors, including, among others:

•  the cost of and demand for newer models;

•  the availability in the market generally of other used or new railcars;

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•  the degree of obsolescence of leased railcars;

•  prevailing market and economic conditions, including interest and inflation rates;

•  the need for refurbishment;

•  the cost of materials and labor; and

•  volume of railcar traffic.

      A downturn in the industries in which our lessees operate and decreased demand for railcars could also increase our exposure to remarket risk because lessees may demand shorter lease terms, requiring us to remarket leased railcars more frequently. Furthermore, the resale market for previously leased railcars has a limited number of potential buyers. Our inability to re-lease or sell leased railcars on favorable terms could result in lower lease utilization rates and reduced revenues.

      Fluctuations in the supply of component parts used in the production of our products could have a material adverse effect on our ability to cost-effectively manufacture and sell our products. A significant portion of our business depends on the adequate supply of numerous specialty components such as brakes, wheels, side frames, bolsters, and bearings at competitive prices. We depend on third-party suppliers for a significant portion of our component part needs. Specialty components comprise a significant portion of the production cost of each railcar we manufacture. Due to consolidations and challenging industry conditions, the number of alternative suppliers of specialty components has declined in recent years, though generally a minimum of three suppliers continue to produce each type of component we use in our products. While we endeavor to be diligent in contractual relationships with our suppliers, a significant decrease in the availability of specialty components could materially increase our cost of goods sold or prevent us from manufacturing our products on a timely basis.

      Reductions in the availability of energy supplies or an increase in energy costs may increase our operating costs. We use natural gas at our manufacturing facilities and use diesel fuel in vehicles to transport our products to customers and to operate our plant equipment. Over the past three years, prices for natural gas have fluctuated significantly. An outbreak or escalation of hostilities between the United States and any foreign power and, in particular, a prolonged armed conflict in the Middle East, could result in a real or perceived shortage of petroleum and/or natural gas, which could result in an increase in the cost of natural gas or energy in general. As experienced in 2005, hurricanes or other natural disasters could result in a real or perceived shortage of petroleum and/or natural gas, which could result in an increase in natural gas prices or general energy costs. Future limitations on the availability or consumption of petroleum products and/or an increase in energy costs, particularly natural gas for plant operations and diesel fuel for vehicles and plant equipment, could have an adverse effect upon our ability to conduct our business cost effectively.

      Our manufacturer’s warranties expose us to potentially significant claims. Depending on the product, we warrant against manufacturing defects due to our workmanship and certain materials pursuant to express limited contractual warranties. Accordingly, we may be subject to significant warranty claims in the future such as multiple claims based on one defect repeated throughout our mass production process or claims for which the cost of repairing the defective part is highly disproportionate to the original cost of the part. These types of warranty claims could result in costly product recalls, significant repair costs, and damage to our reputation.

      Increasing insurance claims and expenses could lower profitability and increase business risk. The nature of our business subjects us to product liability, property damage, and personal injury claims, especially in connection with the repair and manufacture of products that transport hazardous or volatile materials. We maintain reserves and liability insurance coverage at levels based upon commercial norms in the industries in which we operate and our historical claims experience. Over the last several years, insurance carriers have raised premiums for many companies operating in our industries. Increased premiums may further increase our insurance expense as coverage expires or otherwise cause us to raise our self-insured retention. If the number or severity of claims within our self-insured retention increases, we could suffer costs in excess of our reserves. An unusually large liability claim or a string of claims based on a failure repeated throughout our mass production process may exceed our insurance coverage or result in direct damages if we were unable or elected not to insure against certain hazards because of high premiums or other reasons. In addition, the availability of, and our ability to

10

collect on, insurance coverage is often subject to factors beyond our control. Moreover, any accident or incident involving us, even if we are fully insured or not held to be liable, could negatively affect our reputation among customers and the public, thereby making it more difficult for us to compete effectively, and could significantly affect the cost and availability of insurance in the future.

      Risks related to our operations outside of the United States could decrease our profitability. Our operations outside of the United States are subject to the risks associated with cross-border business transactions and activities. Political, legal, trade, or economic changes or instability could limit or curtail our respective foreign business activities and operations. Some foreign countries where we operate have regulatory authorities that regulate railroad safety, railcar design and railcar component part design, performance, and manufacture of equipment used on their railroad systems. If we fail to obtain and maintain certifications of our railcars and railcar parts within the various foreign countries where we operate, we may be unable to market and sell our railcars in those countries. In addition, unexpected changes in regulatory requirements, tariffs and other trade barriers, more stringent rules relating to labor or the environment, adverse tax consequences, and price exchange controls could limit operations and make the manufacture and distribution of our products difficult. Furthermore, any material change in the quotas, regulations, or duties on imports imposed by the U.S. government and agencies or on exports by the government of Mexico or its agencies could affect our ability to export the railcars and propane tanks that we manufacture in Mexico.

      Because we do not have employment contracts with our key management employees, we may not be able to retain their services in the future. Our success depends on the continued services of our key management employees, none of whom currently have employment agreements with us. Although we have historically been successful in retaining the services of our key management, we may not be able to do so in the future. The loss of the services of one or more key members of our management team could result in increased costs associated with attracting and retaining a replacement and could disrupt our operations and result in a loss of revenues.

      Repercussions from terrorist activities or armed conflict could harm our business. Terrorist activities, anti-terrorist efforts, and other armed conflict involving the United States or its interests abroad may adversely affect the United States and global economies and could prevent us from meeting our financial and other obligations. In particular, the negative impacts of these events may affect the industries in which we operate. This could result in delays in or cancellations of the purchase of our products or shortages in raw materials or component parts. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs.

      Violations of or changes in the regulatory requirements applicable to the industries in which we operate may increase our operating costs. We are subject to extensive regulation by governmental regulatory and industry authorities. Our railcar operations are subject to regulation by the Environmental Protection Agency; the Research and Special Programs Administration, a division of the Department of Transportation; the Federal Railroad Administration, a division of the Department of Transportation, and the Association of American Railroads. These organizations establish rules and regulations for the railcar industry, including construction specifications and standards for the design and manufacture of railcars; mechanical, maintenance, and related standards for railcars; safety of railroad equipment, tracks, and operations; and packaging and transportation of hazardous materials. Future changes that affect compliance costs may have a material adverse effect on our financial condition and operations.

      Our Inland Barge operations are subject to regulation by the United States Coast Guard; the National Transportation Safety Board; the United States Customs Service; the Maritime Administration of the United States Department of Transportation; and private industry organizations such as the American Bureau of Shipping. These organizations establish safety criteria, investigate vessel accidents and recommend improved safety standards. Violations of these regulations and related laws can result in substantial civil and criminal penalties as well as injunctions curtailing operations.

      Our operations are also subject to regulation of health and safety matters by the United States Occupations Safety and Health Administration. We believe that we employ appropriate precautions to

11

protect our employees and others from workplace injuries and harmful exposure to materials handled and managed at our facilities. However, claims that may be asserted against us for work-related illnesses or injury, and the further adoption of occupational health and safety regulations in the United States or in foreign jurisdictions in which we operate could increase our operating costs. We are unable to predict the ultimate cost of compliance with these health and safety laws and regulations. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings or if we were found to be responsible or liable in any litigation or proceedings, that such costs would not be material to us.

      We may be required to reduce our inventory carrying values, which would negatively impact our financial condition and results of operations. We are required to record our inventories at the lower of cost or market. In assessing the ultimate realization of inventories, we are required to make judgments as to future demand requirements and compare that with the current or committed inventory levels. We have recorded reductions in inventory carrying values in recent periods due to discontinuance of product lines as well as changes in market conditions due to changes in demand requirements. We may be required to reduce inventory carrying values in the future due to a decline in market conditions in the railcar and inland barge businesses, which could have an adverse effect on our financial condition and results of operations.

      We may be required to reduce the value of our long-lived assets and/or goodwill, which would weaken our results of operations. We periodically evaluate the carrying values of our long-lived assets to be held and used for potential impairment. The carrying value of a long-lived asset to be held and used is considered impaired when the carrying value is not recoverable through undiscounted future cash flows and the fair value of the asset is less than the carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the estimated cost to dispose of the assets. In addition, we are required, at least annually, to evaluate goodwill related to acquired businesses for potential impairment indicators that are based primarily on market conditions in the United States and Europe and the operational performance of our reporting units. Future events could cause us to conclude that impairment indicators exist and that goodwill associated with our acquired businesses is impaired. Any resulting impairment loss related to reductions in the value of our long-lived assets or our goodwill could weaken our financial condition and results of operations.

      Due to the performance of its European operations, sales order activity, and the status of the European backlog in the second quarter of 2005, the Company performed an impairment analysis of the long-lived assets of these operations. Based on this review, the Company recorded a charge of $2.3 million to write off all of the goodwill related to these operations as of June 30, 2005. In the fourth quarter of 2005, the Company updated this analysis based on revised cash flow forecasts. Such forecasts indicated the carrying value of property, plant, and equipment related to the European operations was impaired. As a result, the Company recorded a charge of $14.2 million to write down these assets to their estimated fair value based on the Company’s estimate of discounted future cash flows. The estimates of future cash flows are based on assumptions that the Company believes are reasonable. However, actual operations will differ from these estimates. Accordingly, the company will continue to evaluate its European operations, as necessary, to determine if there has been any additional impairment of the carrying value of the property, plant, and equipment. As of December 31, 2005, the Company has property, plant, and equipment with a net book value of approximately $37.3 million related to its European operations. The impairment charges related to the European operations are included in the operating profit of the Rail Group for 2005.

      We may incur increased costs due to fluctuations in interest rates and foreign currency exchange rates. We are exposed to risks associated with fluctuations in interest rates and changes in foreign currency exchange rates. We seek to minimize these risks, when considered appropriate, through the use of currency and interest rate hedges and similar financial instruments and other activities, although these measures may not be implemented or effective. Any material and untimely changes in interest rates or exchange rates could result in significant losses to us.

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      Additional Information. Our Internet website address is www.trin.net. Information on the website is available “free of charge”. We make available on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments thereto, as soon as reasonably practicable after such material is filed with, or furnished to, the SEC.

Item 1B. Unresolved Staff Comments.

      None.

Item 2. Properties.

      We principally operate in various locations throughout the United States with other facilities in Brazil, Czech Republic, Mexico, Romania, Slovakia, and the United Kingdom, all of which are considered to be in good condition, well maintained and adequate for our purposes.

	Approximate Square
	Feet				Productive
					Capacity
	Owned		Leased		Utilized
Rail Group		6,052,500		1,795,000		91	%
Construction Products Group		2,323,000		—		88	%
Inland Barge Group		889,000		45,000		75	%
Energy Equipment Group		894,500		—		80	%
Executive Offices		173,000		—		N/A
		10,332,000		1,840,000

Item 3. Legal Proceedings.

      See Note 17. Commitments and Contingencies of the Notes to Financial Statements (Item 8) for information regarding legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders.

      None.

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PART II

Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters.

      Our common stock is traded on the New York Stock Exchange with the ticker symbol “TRN”. The following table shows the price range of our common stock for the years ended December 31, 2004 and 2005.

	Prices
Year Ended December 31, 2004	High		Low
Quarter ended March 31, 2004	$	35.70	$	26.13
Quarter ended June 30, 2004		33.69		26.73
Quarter ended September 30, 2004		32.61		25.22
Quarter ended December 31, 2004		36.21		28.90

Year Ended December 31, 2005	High		Low
Quarter ended March 31, 2005	$	34.10	$	27.00
Quarter ended June 30, 2005		33.90		22.92
Quarter ended September 30, 2005		41.75		31.10
Quarter ended December 31, 2005		45.11		34.46

      Our transfer agent and registrar as of December 31, 2005 was Wachovia Bank, N.A. In 2006, American Stock Transfer & Trust Company became our transfer agent and registrar.

Holders

      At December 31, 2005, we had approximately 1,434 record holders of common stock. The par value of the stock is $1.

Dividends

      Trinity has paid 167 consecutive quarterly dividends. The quarterly dividend was increased to $0.07 per common share effective with the October 2005 payment. This is up from $0.06 per common share, where it had been since April 1, 2002. See Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Recent Sales of Unregistered Securities

      None.

Issuer Purchases of Equity Securities

      This table provides information with respect to purchases by the Company of shares of its Common Stock during the quarter ended December 31, 2005:

	Number of		Average Price
	Shares		Paid per
Period	Purchased(1)		Share(1)
October 1, 2005 through October 31, 2005		—	$	—
November 1, 2005 through November 30, 2005		4,542	$	41.14
December 1, 2005 through December 31, 2005		4,296	$	43.94
Total		8,838	$	42.50

(1)  This column includes the following transactions during the three months ended December 31, 2005: (i) the deemed surrender to the Company of 7,188 shares of Common Stock to pay the exercise price in connection with the exercise of employee stock options, and (ii) the surrender to the Company of 1,650 shares of Common Stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

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Item 6. Selected Financial Data.

      The following financial information for the four years ended December 31, 2005 and the nine months ended December 31, 2001 has been derived from our audited consolidated financial statements. This information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto included elsewhere herein.

		Year Ended December 31,												Nine Months Ended
														December 31,
		2005			2004			2003			2002			2001
		(in millions except percent and per share data)
Statement of Operations Data:
Revenues		$	2,902.0		$	2,198.1		$	1,432.8		$	1,487.3		$	1,347.8
Operating profit (loss)(1)			170.4			14.1			13.4			10.7			(16.4	)
Net income (loss)(2)			86.3			(9.3	)		(10.0	)		(19.6	)		(34.7	)
Net income (loss) applicable to common shareholders(2)			83.1			(12.4	)		(11.6	)		(19.6	)		(34.7	)
Basic net income (loss) per common share(2)			1.76			(0.27	)		(0.25	)		(0.43	)		(0.90	)
Diluted net income (loss) per common share(2)		$	1.69		$	(0.27	)	$	(0.25	)	$	(0.43	)	$	(0.90	)
Weighted average common shares outstanding:
	Basic		47.3			46.5			45.6			45.3			38.7
	Diluted		51.1			46.5			45.6			45.3			38.7
Dividends per common share		$	0.26		$	0.24		$	0.24		$	0.24		$	0.54
Balance Sheet Data:
Total assets		$	2,586.5		$	2,210.2		$	2,007.9		$	1,956.5		$	1,952.0
Debt — recourse			432.7			475.3			298.5			375.1			476.3
Debt — non-recourse			256.3			42.7			96.7			113.8			—
Series B Preferred Stock			58.7			58.2			57.8			—			—
Stockholders’ equity		$	1,114.4		$	1,012.9		$	1,003.8		$	1,001.6		$	1,009.4
Ratio of total debt to total capital			37.0	%		32.6	%		27.1	%		32.8	%		32.1	%
Book value per share		$	22.56		$	21.19		$	21.54		$	21.82		$	22.79

      During the nine months ended December 31, 2001, we recorded special charges related primarily to restructuring our Rail Group in connection with the Thrall Car Manufacturing Company merger and other matters.

(1)	Includes charges of: $64.3 million for unusual charges for the nine months ended December 31, 2001.
(2)	Includes after tax charges of: $50.4 million ($1.30 per share) for unusual charges for the nine months ended December 31, 2001.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Executive Summary

Operations

      Trinity Industries, Inc. is a diversified industrial company providing a variety of products and services for the transportation, construction, and energy sectors of the marketplace. We operate in five distinct business groups which we report on a segment basis: the Rail Group, Construction Products Group, Inland Barge Group, Energy Equipment Group, and Railcar Leasing and Management Services Group (“Leasing Group”). We also report All Other which includes the Company’s captive insurance and transportation companies our other peripheral businesses. During the third quarter of 2005, the Company restructured its Industrial Products Group to include the Company’s structural wind tower operations as a result of the increase in structural wind tower revenue. The increase in revenue is due, in part, to the recent signing of the Energy Policy Act of 2005, which provides production tax credits on wind generated energy. As a result, the structural wind tower operations, previously included in the “All Other” segment, are now included in the Energy Equipment Group (previously, the Industrial Products Group). Segment information for prior periods has been reclassified to conform to the current presentation.

      We operate in cyclical industries. In 2005, we continued to witness the increase in industrial activity and signs of improvement in the manufacturing sector that we began seeing in 2004. We continue to assess our manufacturing capacity and take steps to adjust our production facilities in line with the nature of the demand.

      The improvement in industrial and manufacturing activity is reflected in the 2005 increase in our new railcar shipments, which resulted in an increase in revenues of approximately 55.5%. Although we ended 2005 with a slightly lower backlog in our Rail Group with an approximate 1,600 railcar decrease year over year, our backlog remains strong at approximately 19,135 railcars. In addition, improvement in the rail industry was seen in our Leasing Group, where leasing revenues in 2005 increased by 12.5%, fueled by sales from the lease fleet, growth in the size of the lease fleet, and improvement in fleet utilization. Global Insight, an independent industry research firm, has estimated the average age of the North American freight car fleet is approximately 19.5 years, with over 38.3% older than 25 years and has estimated that U.S. carload traffic will expand by about 1.1% per year through 2010. Global Insight believes that this modest growth in rail carload traffic and the potential for additional growth will allow and encourage equipment owners to replace older/smaller units in their fleets and expand capacity where needed. The table below is a composite of the industries’ estimates of railcar deliveries for the next 5 years:

2006	70,500
2007	63,500
2008	59,100
2009	59,500
2010	60,300

      Trinity Industries Leasing Company (“TILC”) purchases a portion of our railcar production, financing a portion of the purchase price through a non-recourse warehouse lending facility and periodically refinancing those borrowings through sale/leaseback and other leveraged lease or equipment financing transactions. In 2005, TILC purchases represented approximately 22.9% of our North American railcar production, up from 17.5% in 2004. This percentage increase is the result of a strategic decision to grow the lease fleet. On a segment basis, sales to TILC and related profits are included in the operating results of our Rail Group but are eliminated in consolidation.

Railcar Specialty Components and Steel

      Products manufactured at our railcar manufacturing facilities require a significant supply of raw materials such as steel, as well as numerous specialty components such as brakes, wheels, axles, side frames, bolsters, and bearings. Specialty components purchased from third parties comprise approximately 50% of the production cost of each railcar. Although the number of alternative suppliers of specialty components has declined in recent years, at least three suppliers continue to produce most components. However, any unanticipated interruption in the supply chain of specialty components would have an impact on both our margin and production schedules. The current production level of railcar specialty components would not allow for significant expansion of railcar production.

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      The principal material used in our Rail, Inland Barge, and Energy Equipment Groups is steel. During 2005, the prices of steel we purchased increased at a much lower rate than was evident in 2004. The prices for other component parts we purchased in 2005 increased significantly and have been volatile on a month-to-month basis. We used escalation clauses and other arrangements to reduce the impact of these costs increases, thus minimizing the effect on our operating margins for the year. As of December 31, 2005, approximately 93% of the railcar backlog is covered by escalation clauses or other arrangements which reduce the exposure to future material cost increases related to those contracts.

      Availability of steel has improved significantly during 2005, while the availability of other components continues to be an issue. In general, we believe there is enough capacity in the supply industry to meet current production levels. We believe our existing contracts and other relationships we have in place will meet our current production forecasts. However, any unanticipated interruption in our supply chain would have an impact on both our margin and production schedules.

Financing Activity

      In April 2005, the $250 million secured revolving credit facility was extended and expanded to provide for a five-year, $350 million secured revolving credit facility. Two of the financial covenants, the Asset Coverage Ratio and the Capital Expenditure Limitation, were eliminated, while the permitted Leverage Ratio was increased.

      In August 2005, Trinity Industries Leasing Company (“TILC”) extended its $300 million non-recourse warehouse facility through August 2007. In October 2005, this facility was increased to $375 million. This facility was established to finance railcars owned by TILC.

      In anticipation of a future debt issuance, the Company entered into interest rate swap transactions during the third and fourth quarters of 2005. These instruments, with a notional amount of $170 million, fix the interest rate on a future debt issuance associated with an anticipated secured borrowing facility in 2006 and will expire in the first quarter of 2006. The weighted average fixed interest rate under these instruments is 4.876%. These interest rate swaps are being accounted for as cash flow hedges with changes in the fair value of the instruments recorded in other comprehensive income.

      In February 2006, the Company notified the holder of the Series B preferred stock that it was converting the 600 shares of Series B preferred stock into 2,671,415 shares of the Company’s common stock. The Series B preferred stock did convert in February 2006. As the Series B preferred stock was already treated as if converted in the calculation of diluted net income applicable to common shareholders, there is no impact on reported diluted net income applicable to common shareholders.

17

Results of Operations

Year Ended December 31, 2005 Compared with the Year Ended December 31, 2004

Overall Summary

Revenues

	Year Ended December 31, 2005								Year Ended December 31, 2004
	Revenues								Revenues
																	Percent
	Outside		Intersegment			Total			Outside		Intersegment			Total			Change
	(in millions, except percents)
Rail Group	$	1,555.5	$	398.0		$	1,953.5		$	1,080.7	$	175.2		$	1,255.9			55.5	%
Construction Products Group		670.3		5.0			675.3			576.4		1.7			578.1			16.8	%
Inland Barge Group		240.7		—			240.7			210.4		—			210.4			14.4	%
Energy Equipment Group		226.5		10.1			236.6			146.3		7.7			154.0			53.6	%
Railcar Leasing and Management Services Group		203.7		—			203.7			181.0		—			181.0			12.5	%
All Other		5.3		38.1			43.4			3.3		29.6			32.9			31.9	%
Eliminations		—		(451.2	)		(451.2	)		—		(214.2	)		(214.2	)
Consolidated Total	$	2,902.0	$	—		$	2,902.0		$	2,198.1	$	—		$	2,198.1			32.0	%

      Our revenues for the year ended December 31, 2005 increased primarily due to a significant increase in outside sales by the Rail Group. Additionally, the increase in revenues for the Construction Projects Group was primarily attributable to an increase in raw material costs which have resulted in higher sales prices. For the year ended December 31, 2005, the Construction Projects Group experienced favorable weather that also attributed to an increase in revenues. The increase in revenues for the Inland Barge Group was primarily attributable to a change in the mix of tank barges sold and an increase in raw material costs which have resulted in higher sales prices. The increase in revenues for the Energy Equipment Group was primarily attributable to the increase in sales of structural wind towers. The increase in revenue for the Railcar Leasing and Management Services Group was the result of an increase in the size of the fleet and an improvement in utilization, partially offset by a decrease in sales of cars from the lease fleet.

Operating Profit (Loss)

	Year Ended
	December 31,
	2005			2004
	(in millions)
Rail Group	$	93.7		$	(18.5	)
Construction Products Group		63.7			40.4
Inland Barge Group		15.7			(14.8	)
Energy Equipment Group		31.2			14.5
Railcar Leasing and Management Services Group		55.8			42.0
All Other		(4.3	)		(2.7	)
Corporate		(35.0	)		(32.6	)
Eliminations		(50.4	)		(14.2	)
Consolidated Total	$	170.4		$	14.1

      Our operating profit for the year ended December 31, 2005 increased as the result of improved efficiencies and cost savings due to increased volumes in our manufacturing businesses, increased pricing, and an increase in the size and utilization of our lease fleet. Additionally, operating profit increased due to a significant decrease in expense related to losses on contracts resulting from increases in the prices of steel and other raw materials in our Rail and Inland Barge Groups, partially offset by an increase in warranty expense and a write-off of goodwill and a write-down of impaired long-lived assets associated with our European operations in the Rail Group. In June 2005, we reviewed the performance of our European operations, sales order activity and status of the backlog during the quarter and concluded that a goodwill write-off of $2.3 million was

18

necessary. As of December 31, 2005, we have long-lived assets with a net book value of approximately $37.3 million that relate to the European operations, net of the impairment write-down of approximately $14.2 million. Selling, engineering, and administrative expenses as a percentage of revenue decreased to 6.7% for the year ended December 31, 2005 compared to 7.7% for the year ended December 31, 2004. Overall, selling, engineering, and administrative expenses increased $27.4 million year over year as a result of increased headcount and related cost attributable to production volume increases.

      Other Income and Expense. Interest expense, net of interest income and capitalized interest, was $38.9 million for the year ended December 31, 2005 and $32.7 million for the year ended December 31, 2004. Interest income decreased $6.8 million from the same period last year. During 2005, the Company capitalized interest expense of $0.7 million as part of the cost of construction of facilities and equipment. For the year ended December 31, 2004, the increase in interest income was due primarily to $8.1 million interest received on funds held on deposit in Mexico. Interest expense remained constant for the years ended December 31, 2005 and 2004. The increase in interest expense in 2005 related to an increase in debt balances associated with the warehouse facility as compared to the increase in interest expense in 2004 that was related to a write-off of deferred loan fees of $1.2 million in connection with early retirement of a term loan. Other, net increased due to the sale of an equity interest in a leasing investment, royalties earned on the lease of mineral drilling rights, and higher gains on sales of property, plant, and equipment.

      Income Taxes. The current effective tax rate for 2005 of 39.9% was greater than the statutory rate of 35.0% due to state income taxes, the write-down of goodwill that is not deductible for tax purposes, and the impact of certain foreign tax losses in jurisdictions with a lower tax rate or in foreign locations where tax benefits were not recorded. The prior year effective tax rate of 38.4% was primarily due to state tax expense and the benefits of the change in tax laws and rates in foreign jurisdictions, which reduced deferred tax liabilities that had been previously recorded.

Rail Group

			Year Ended
			December 31,
									Percent
			2005			2004			Change
			(in millions,
			except percents)
Revenues:
	North American Rail		$	1,655.3		$	951.1			74.0	%
	European Rail			137.2			189.2			(27.5	)%
	Components			161.0			115.6			39.3	%
		Total revenues	$	1,953.5		$	1,255.9			55.5	%
Operating profit (loss)			$	93.7		$	(18.5	)
Operating profit (loss) margin				4.8	%		(1.5	)%

      Railcars shipped in North America increased 52% to approximately 22,930 railcars compared to the railcars shipped in the prior year of approximately 15,100 railcars. Shipments for North America in 2006 are expected to continue to increase slightly as we ended 2005 with a backlog of approximately 18,800 railcars compared to approximately 19,400 railcars in the prior year.

      Our European rail operations showed a decrease in the number of railcars shipped in 2005. Shipments of approximately 1,570 railcars for 2005 were lower than the approximately 2,300 railcars shipped in 2004. As of December 31, 2005, we have a backlog in Europe of approximately 335 railcars, a decrease of approximately 965 railcars compared to December 31, 2004.

      The operating profit for the Rail Group increased from the prior year primarily due to increased pricing and volume and improved operating efficiencies, particularly in North American Rail, partially offset by an increase in warranty expense. The European rail operations were impacted by an impairment charge of $14.2 million to write down long-lived assets, a $2.3 million write-off of goodwill, an inventory write-down of $1.8 million, and an increase in warranty expense. The year ended December 31, 2004 was adversely impacted by increased material costs above costs anticipated for contracts that existed at the beginning of 2004 of $40.0 million, shortages of material and unanticipated plant shut-downs of $6.6 million, start-up costs related to reopening manufacturing facilities of $1.9 million, and unabsorbed costs related to the shut-down of a European plant for maintenance of $1.2 million.

      In the year ended December 31, 2005, railcar sales to our Railcar Leasing and Management Services Group included in the Rail Group results

19

were $395.7 million compared to $171.7 million in the comparable period in 2004 with operating profit of $50.4 million in 2005 compared to $14.0 million in comparable period in 2004. Sales to the Railcar Leasing and Management Services Group and related profits are included in the operating results of the Rail Group but are eliminated in consolidation.

Construction Products Group

		Year Ended
		December 31,
								Percent
		2005			2004			Change
		(in millions,
		except percents)
Revenues:
	Concrete and Aggregates	$	364.4		$	298.7			22.0	%
	Highway Products		205.6			201.9			1.8	%
	Other		105.3			77.5			35.9	%
	Total Revenues	$	675.3		$	578.1			16.8	%
Operating profit		$	63.7		$	40.4
Operating profit margin			9.4	%		7.0	%

      Revenues increased for the year ended December 31, 2005 compared to the same period in 2004, primarily attributable to an increase in raw material costs which have resulted in higher sales prices. For the year ended December 31, 2005, favorable weather also contributed to increased revenues. The operating profit margins increased as a result of increased demand across all businesses, as well as price increases and operational efficiencies.

Inland Barge Group

	Year Ended
	December 31,
							Percent
	2005			2004			Change
	(in millions,
	except percents)
Revenues	$	240.7		$	210.4			14.4	%
Operating profit (loss)	$	15.7		$	(14.8	)
Operating profit (loss) margin		6.5	%		(7.0	)%

      Revenues increased for the year ended December 31, 2005 compared to the same period in 2004, primarily due to a change in the mix of tank barges sold and an increase in raw material costs which have resulted in higher sales prices. For the year ended December 31, 2005, these increases were partially offset by a decrease in hopper barge sales. Operating profit for the year ended December 31, 2005 increased compared to the same period last year, primarily due to a change in mix, the ability to pass on steel cost increases to our customers, improved pricing, productivity improvements, as well as a decrease in barge litigation costs. The expense related to estimated losses on contracts due to steel surcharges was $9.1 million for the year ended December 31, 2004. No loss on contract expense was recorded in 2005. For the year ended December 31, 2005, barge litigation and related costs were $3.5 million compared to $5.1 million for the same period last year. Barge litigation settlements for the year ended December 31, 2005 were $3.3 million.

Energy Equipment Group

	Year Ended
	December 31,
							Percent
	2005			2004			Change
	(in millions,
	except percents)
Revenues	$	236.6		$	154.0			53.6	%
Operating profit	$	31.2		$	14.5
Operating profit margin		13.2	%		9.4	%

      Revenues increased for the year ended December 31, 2005 compared to the same period in 2004, primarily due to sales of structural wind towers. Activity in the structural wind tower business resumed in the latter part of 2004 with the anticipated passage of the Energy Policy Act of 2005, which provides production tax credits on wind generated energy. Increased sales of container heads for tank cars, as well as improved pricing on containers sold in Mexico, also contributed to the increase in revenues in the year ended December 31, 2005. The operating profit margins for the year ended December 31, 2005 were higher than last year due to the resumed operations for the manufacture of structural wind towers, more favorable market conditions for certain of our products, continued cost reductions, and improved pricing.

20

Railcar Leasing and Management Services Group

		Year Ended
		December 31,
								Percent
		2005			2004			Change
		(in millions,
		except percents)
Revenues:
	Leasing and management	$	168.3		$	143.2			17.5	%
	Lease fleet sales		35.4			37.8			(6.3	)%
Total revenues		$	203.7		$	181.0			12.5	%
Operating Profit:
	Leasing and management	$	47.4		$	37.5
	Lease fleet sales		8.4			4.5
Total operating profit		$	55.8		$	42.0
Operating profit margin			27.4	%		23.2	%
Fleet Utilization			99.5	%		99.0	%

      Total revenues increased for the year ended December 31, 2005 compared to the same periods last year due to increased rental revenues related to additions to the lease fleet, higher average lease rates, and improved fleet utilization, partially offset by a reduction in sales of railcars from the lease fleet. Operating profit for the leasing and management operations as well as from the sales of cars from the lease fleet increased for the year ended December 31, 2005. This increase is primarily attributable to additions to the lease fleet, higher average lease rates, improved utilization, and lease fleet sales.

      To fund the continued expansion of its lease fleet to meet market demand, the Leasing Group uses its non-recourse warehouse facility to provide initial financing for a portion of the manufacturing costs of the cars. Subsequently, the Leasing Group generally obtains long-term financing for the cars in the lease fleet through long-term recourse debt such as equipment trust certificates, long-term non-recourse operating leases pursuant to sales/leaseback transactions, or asset-backed securities.

      The Company uses a non-GAAP measure to compare performance between periods. This non-GAAP measure is EBITDAR, which is Operating Profit of the Leasing Group plus depreciation and rental or lease expense. We use this measure to eliminate the costs resulting from financings. EBITDAR should not be considered as an alternative to operating profit or other GAAP financial measurements as an indicator of our operating performance. EBITDAR is shown below:

	Year Ended
	December 31,
	2005			2004
	(in millions,
	except percents)
Operating profit	$	47.4		$	37.5
Add: Depreciation		25.3			23.1
’A dd:’Rental expense		49.2			39.2
EBITDAR	$	121.9		$	99.8
EBITDAR margin		72.4	%		69.7	%

      The increase in EBITDAR for the year ended December 31, 2005 was due to improved fleet utilization, higher average lease rates, and an increase in the size of the fleet.

      As of December 31, 2005, the Leasing and Management Services Group’s rental fleet of approximately 24,900 owned or leased railcars had an average age of 5.17 years and an average remaining lease term of 6.18 years.

All Other

	Year Ended
	December 31,
							Percent
	2005			2004			Change
	(In millions,
	except percents)
Revenues	$	43.4		$	32.9			31.9%
Operating loss	$	(4.3	)	$	(2.7	)

      The increase in revenues for the year ended December 31, 2005 over last year was primarily attributable to an increase in inter-segment sales by our transportation company. The operating loss in the year ended December 31, 2005 is primarily due to costs associated with non-operating plants. The operating loss for the year ended December 31, 2004 contained a reversal of $3.1 million of expenses due to an adjustment of reserves for contingencies related to non-operating plants.

21

Year Ended December 31, 2004 Compared with the Year Ended December 31, 2003

Overall Summary

Revenues

	Year Ended December 31, 2004								Year Ended December 31, 2003
	Revenues								Revenues
																	Percent
	Outside		Intersegment			Total			Outside		Intersegment			Total			Change
	(in millions, except percents)
Rail Group	$	1,080.7	$	175.2		$	1,255.9		$	494.5	$	240.1		$	734.6			71.0	%
Construction Products Group		576.4		1.7			578.1			488.8		1.1			489.9			18.0	%
Inland Barge Group		210.4		—			210.4			170.6		—			170.6			23.3	%
Energy Equipment Group		146.3		7.7			154.0			121.2		4.7			125.9			22.3	%
Railcar Leasing and Management Services Group		181.0		—			181.0			153.8		—			153.8			17.7	%
All Other		3.3		29.6			32.9			3.9		25.9			29.8			10.4	%
Eliminations		—		(214.2	)		(214.2	)		—		(271.8	)		(271.8	)
Consolidated Total	$	2,198.1	$	—		$	2,198.1		$	1,432.8	$	—		$	1,432.8			53.4	%

      Our revenues for the year ended December 31, 2004 increased in every segment of our business. The increase in revenues was primarily due to an increase in outside sales by the Rail Group. The increase in revenues for the Construction Products Group was the result of increased market demand in the Highway Products and Fittings businesses and the acquisitions made by Concrete and Aggregates during the later part of 2003 and early 2004. The increased revenue from the Railcar Leasing and Management Services Group resulted from an increase in the size of the fleet, an improvement in utilization and a slight increase in sales from the lease fleet.

Operating Profit (Loss)

	Year Ended
	December 31,
	2004			2003
	(in millions)
Rail Group	$	(18.5	)	$	(6.2	)
Construction Products Group		40.4			37.5
Inland Barge Group		(14.8	)		(4.7	)
Energy Equipment Group		14.5			9.3
Railcar Leasing and Management Services Group		42.0			41.0
All Other		(2.7	)		(9.3	)
Corporate		(32.6	)		(34.5	)
Eliminations		(14.2	)		(19.7	)
Consolidated Total	$	14.1		$	13.4

      Operating profit did not improve in proportion to the increased revenues in 2004 primarily due to significant increases in steel and material cost for fixed-priced contracts in the Rail and Inland Barge Groups. Generally, improved pricing and volumes in the Construction Products, Energy Equipment, and Railcar Leasing and Management Services Groups partially offset the impact of material cost increases in the Rail and Inland Barge Groups. Selling, engineering, and administrative expenses as a percentage of revenue decreased to 7.7% for the year ended December 31, 2004 compared to 10.3% for the year ended December 31, 2003. Overall, selling, engineering, and administrative expenses increased $20.6 million year over year as a result of increased headcount and related cost attributable to production volume increases, increased litigation costs, and Sarbanes-Oxley compliance cost.

      Other Income and Expense. Interest expense, net of interest income, was $32.7 million for the year ended December 31, 2004 compared to $34.2 million for the same period in 2003. Interest income improved $9.4 million from the same period in 2003. The increase in interest expense was due to an increase in debt balances, primarily associated with the Senior Notes and to a write-off of deferred loan fees of $1.2 million in connection with the early retirement of the term loan in March 2004. Interest income increased compared to the same period in 2003 primarily due to $8.1 million interest received on funds held on deposit in Mexico.

      Other income is primarily attributable to gains on sales of non-operating assets, primarily land, offset by losses on equity investments and foreign exchange transactions. The decrease in 2004 was

22

attributable to a decrease in the gain on sales of non-operating assets.

      Income Taxes. The benefit for income taxes, as a percentage of loss before taxes, increased to 38.4% in 2004 from 30.2% in 2003 primarily due to state tax expense and the benefits of the change in tax laws and rates in foreign jurisdictions, which reduced deferred tax liabilities that had been previously recorded.

Rail Group

			Year Ended
			December 31
									Percent
			2004			2003			Change
			(in millions,
			except percents)
Revenues:
	North American Rail		$	951.1		$	494.5			92.3	%
	European Rail			189.2			139.6			35.5	%
	Components			115.6			100.5			15.0	%
		Total revenues	$	1,255.9		$	734.6			71.0	%
Operating loss			$	(18.5	)	$	(6.2	)
Operating loss margin				(1.5	)%		(0.8	)%

      Railcars shipped in North America increased 82% to approximately 15,100 railcars compared to the railcars shipped in the prior year of approximately 8,300 railcars. We ended 2004 with a backlog of approximately 19,400 railcars.

      Our European rail operations showed an increase in the number of railcars shipped in 2004. Shipments of approximately 2,300 railcars for 2004 were slightly higher than the 2,100 railcars shipped in 2003. As of December 31, 2004, we had a backlog in Europe of approximately 1,300 railcars, a decrease of 850 railcars compared to December 31, 2003.

      Operating loss for the Rail Group increased for the year ended December 31, 2004 compared to the same period last year. Operating profit was adversely affected by significantly increased steel and material costs ($40.0 million), shortages of materials and unanticipated plant shut-downs ($6.6 million), start-up costs related to reopening manufacturing facilities ($1.9 million), and unabsorbed costs in the third quarter related to the shut-down of a European plant for maintenance ($1.2 million). During 2004, we dealt with rising steel and material costs by obtaining some concessions from customers, adding escalation clauses to many new contracts, and negotiating firm arrangements with vendors. Of our North American backlog which had an estimated sales value of approximately $1.3 billion at December 31, 2004, 94% was either covered by escalation clauses or had locked-in costs due to arrangements with vendors. Where cost increases had resulted in expected loss on contracts, the estimated losses were recorded during the year ended December 31, 2004. The loss reserve balance related to railcars to be delivered after December 31, 2004 was $4.3 million. At the beginning of 2004, none of the contracts in the backlog had escalation clauses.

      In the year ended December 31, 2004, railcar sales to our Railcar Leasing and Management Services Group included in the Rail Group results were $171.7 million compared to $238.2 million in the comparable period in 2003 with operating profit of $14.0 million in 2004 compared to $15.8 million in the comparable period in 2003. Sales to Railcar Leasing and Management Services Group and related profits are included in the operating results of the Rail Group but are eliminated in consolidation.

Construction Products Group

		Year Ended
		December 31,
								Percent
		2004			2003			Change
		(in millions,
		except percents)
Revenues:
	Concrete and Aggregates	$	298.7		$	263.5			13.4	%
	Highway Products		201.9			156.7			28.8	%
	Other		77.5			69.7			11.2	%
Total Revenues		$	578.1		$	489.9			18.0	%
Operating profit		$	40.4		$	37.5
Operating profit margin			7.0	%		7.7	%

      Revenues increased for the year ended December 31, 2004 compared to the same period in 2003 primarily attributable to an increase in the Highway Products, Concrete and Aggregates, and Fittings business units. The Highway Products business increased due to favorable weather conditions early in the year as well as an improvement in the market demand for selected products and price increases resulting from an increase in raw material costs. The Concrete and Aggregates business increased due to acquisitions in the later part of 2003 and early 2004, offset by unfavorable weather conditions in our market area and competitive pricing pressures. The increase in the Fittings business was also attributable to an increase in market demand as well as price increases resulting

23

from an increase in raw material costs. Operating profit percentage decreased over the same period in 2003 as a result of the steel price increases in the Structural Bridge business and competitive pricing pressures in certain markets of our Concrete and Aggregates business as well as the impact of year over year unfavorable weather, offset by the impact of an increase in sales volumes in our Highway Products and Fittings businesses.

Inland Barge Group

	Year Ended
	December 31,
							Percent
	2004			2003			Change
	(in millions,
	except percents)
Revenues	$	210.4		$	170.6			23.3	%
Operating loss	$	(14.8	)	$	(4.7	)
Operating loss margin		(7.0	)%		(2.8	)%

      Revenues increased compared to the prior year primarily due to an increase in both hopper barge and tank barge sales volume. For the year ended December 31, 2004, approximately 400 hopper barges were delivered, an increase of 31% from the same period in 2003. Approximately 60 tank barges were delivered during the year ended December 31, 2004, an increase of 18% over the same period in 2003. Operating loss increased primarily due to steel cost increases of approximately $15.3 million. Where such increases resulted in an expected loss on contracts, the estimated losses have been recorded during the year ended December 31, 2004. The loss reserve balance related to barges to be delivered in 2005 was $2.5 million at December 31, 2004. Barge litigation and related costs were $5.1 million and $4.0 million for years ended December 31, 2004 and 2003. The barge backlog at December 31, 2004 was 105 barges compared to 450 barges at the end of 2003. Fifty-eight of these barges were covered by escalation clauses or locked-in steel costs. All steel requirements had been purchased for the remaining 47 barges without escalation clauses which were scheduled for production in the first quarter of 2005.

Energy Equipment Group

	Year Ended
	December 31,
							Percent
	2004			2003			Change
	(in millions,
	except percents)
Revenues	$	154.0		$	125.9			22.3	%
Operating profit	$	14.5		$	9.3
Operating profit margin		9.4	%		7.4	%

      Revenues increased for the year ended December 31, 2004 compared to the same period in 2003 primarily due to increased sales of domestic tanks in the U.S. and an increase in the sale of heads used for tank car production and other railcar equipment. The operating profit margin for the year was higher than the same period in the prior year due to improved efficiencies based on increased volume and increased sales of tank car heads and other railcar equipment. In addition, operating profit in 2003 was negatively impacted by a $0.9 million write down of long-lived assets in Brazil.

Railcar Leasing and Management Services Group

		Year Ended
		December 31,
								Percent
		2004			2003			Change
		(in millions,
		except percents)
Revenues:
	Leasing and management	$	143.2		$	118.9			20.4	%
	Lease fleet sales		37.8			34.9			8.3	%
Total revenues		$	181.0		$	153.8			17.7	%
Operating Profit:
	Leasing and management	$	37.5		$	36.8
	Lease fleet sales		4.5			4.2
Total operating profit		$	42.0		$	41.0
Operating profit margin			23.2	%		26.7	%
Fleet Utilization			99.0	%		98.1	%

      Total revenues increased for the year ended December 31, 2004 compared to the same period in the prior year due to increased rental revenues related to additions to the lease fleet and improved fleet utilization as well as a slight increase in lease fleet sales.

      The Company continued to expand its lease fleet size. To fund the expansion of its lease fleet to meet this demand, the Leasing Group used its non-recourse warehouse line to provide initial financing for a portion of the manufacturing costs of the railcars. Subsequently, the Leasing Group generally obtains long-term financing for the cars in the lease fleet through long-term recourse debt such as equipment trust certificates or long-term non-recourse operating leases pursuant to sale/leaseback transactions.

      The decline in the Leasing Group operating profit margin was due to the refinancing of railcars under the non-recourse warehouse facility with long-term, fixed rate, off-balance sheet, sale/leaseback financings in November 2003 and

24

August 2004 which effectively converted interest expense (which is not deducted from operating profit) to lease expense (which is deducted from operating profit). The Company uses a non-GAAP measure to compare performance between periods. This non-GAAP measure is EBITDAR, which is Operating Profit of the Leasing Group plus depreciation and rental or lease expense. We use this measure to eliminate the costs resulting from financings. EBITDAR should not be considered as an alternative to operating profit or other GAAP financial measurements as an indicator of our operating performance. EBITDAR is shown below:

	Year Ended
	December 31,
	2004			2003
	(in millions,
	except percents)
Operating profit	$	37.5		$	36.8
Add: Depreciation		23.1			23.4
’A dd:’Rental expense		39.2			22.7
EBITDAR	$	99.8		$	82.9
EBITDAR margin		69.7	%		69.7	%

      The increase in EBITDAR for the year ended December 31, 2004 was due to the increased size of the fleet and improved utilization.

All Other

	Year Ended
	December 31,
							Percent
	2004			2003			Change
	(in millions,
	except percents)
Revenues	$	32.9		$	29.8			10.4%
Operating loss	$	(2.7	)	$	(9.3	)

      All Other includes our captive insurance and transportation companies, costs associated with non-operating plants, and other peripheral businesses. Revenues in All Other increased for the year ended December 31, 2004 primarily due to in increase in inter-segment sales by our transportation company. Operating loss decreased for the year ended December 31, 2004 compared to the same period in 2003 primarily due to lower costs associated with non-operating plants, including a reversal of $3.1 million of expenses due to an adjustment of reserves for contingencies related to non-operating plants.

Liquidity and Capital Resources

2005 Financing Activity

      In April 2005, the $250 million secured revolving credit facility was extended and expanded to provide for a five-year, $350 million secured revolving credit facility. Two of the financial covenants, the Asset Coverage Ratio and the Capital Expenditure Limitation, were eliminated, while the permitted Leverage Ratio was increased. At December 31, 2005, there were no borrowings outstanding under this revolving credit facility, leaving $237.9 million available, after giving consideration to $112.1 million in outstanding letters of credit.

      In August 2005 TILC extended its $300 million non-recourse warehouse facility through August 2007. In October 2005, this facility was increased to $375 million. This facility, established to finance railcars owned by TILC, has $256.3 million outstanding as of December 31, 2005, leaving $118.7 million available. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in rate of 5.14% as of December 31, 2005.

      In anticipation of a future debt issuance, the Company entered into interest rate swap transactions during the third and fourth quarters of 2005. These instruments, with a notional amount of $170 million, fix the interest rate on a future debt issuance associated with an anticipated secured borrowing facility in 2006 and will expire in the first quarter of 2006. The weighted average fixed interest rate under these instruments is 4.876%. These interest rate swaps are being accounted for as cash flow hedges with changes in the fair value of the instruments recorded in Accumulated Other Comprehensive Loss.

      In February 2006, the Company notified the holder of the Series B preferred stock that it was converting the 600 shares of Series B preferred stock into 2,671,415 shares of the Company’s common stock. The Series B preferred stock did convert in February 2006. As the Series B preferred stock was already treated as if converted in the calculation of diluted net income applicable to common shareholders, there is no impact on reported diluted net income applicable to common shareholders.

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Thrall Car Manufacturing Company (“Thrall”)

      Per the merger transaction completed in 2001, the Company agreed under certain circumstances to make additional payments to the former owners of Thrall, not to exceed $45 million through 2006, based on a formula related to annual railcar industry production levels. At December 31, 2005, the Company recorded a payable of $15.3 million. Based on current estimates of railcar production, the Company currently estimates the amount payable for 2006 will be approximately $28.0 million.

Future Operating Requirements

      We expect to finance future operating requirements with cash flows from operations, and depending on market conditions, long-term and short-term debt and equity.

Cash Flows

      Operating Activities. Net cash provided by operating activities for the year ended December 31, 2005 was $170.4 million compared to $79.7 million required by operating activities for the same period in 2004. The increase in cash provided by operating activities for 2005 was primarily due to an increase in earnings for the year, an increase in accounts payable and accrued liabilities, and a slow down in the percentage increase in inventory year over year, partially offset by an increase in receivables related to increased production volume. The overall increase in inventory and receivables is reflective of the upturn in our businesses.

      Investing Activities. Net cash required by investing activities for the year ended December 31, 2005 was $388.3 million compared to $62.7 million provided by investing activities for the same period of 2004. Capital expenditures for the year ended December 31, 2005 were $435.7 million, of which $345.8 million were for additions to the lease fleet in the Railcar Leasing and Management Services Group. This compares to $198.2 million of capital expenditures for the same period in 2004, of which $164.0 million were additions to the lease fleet. Proceeds from the sale of property, plant, equipment, and other assets for the years ended December 31, 2005 and 2004 of $47.4 million and $55.8 million, respectively, were composed primarily of the sale of railcars from the lease fleet, and other assets. During 2004, we received $212.3 million in proceeds from a sale/leaseback transaction and $8.5 million from the sale of the Leasing Group’s equity ownership in a trust. In addition, 2004 included an acquisition in the Construction Products Group with a purchase price of $15.7 million.

      Financing Activities. Net cash provided by financing activities during the year ended December 31, 2005 was $186.5 million compared to $153.3 million for the comparable period of 2004. We intend to use our cash to fund the operations of the Company, including expansion of manufacturing plants and additions to the leasing fleet. During the first quarter of 2004, we issued $300 million aggregate principal amount 6¹/2% senior notes due 2014 (“Senior Notes”) through a private offering. We applied approximately $163 million of the net proceeds of the offering to repay all indebtedness under our existing credit facility.

Off Balance Sheet Arrangements

      During the years ended December 31, 2004 and 2003, and the nine months ended December 31, 2001, the Leasing Group completed a series of financing transactions whereby railcars were sold to one or more separate independent owner trusts. Each trust financed the purchase of the railcars with a combination of debt and equity. In each transaction, the equity participant in the trust is considered to be the primary beneficiary of the trusts. The Leasing Group, through newly formed, wholly owned qualified subsidiaries, leased railcars from the trusts under operating leases with terms of 22 years, and subleased the railcars to independent third party customers under shorter term operating rental agreements. Under the terms of the operating lease agreements between the subsidiaries and trusts, the Leasing Group has the option to purchase at a predetermined fixed price, certain of the railcars from the trusts in 2016 and other railcars in 2019. The Leasing Group also has options to purchase the railcars at the end of the respective lease agreements in 2023, 2026, and 2027 at the then fair market value of the railcars as determined by a third party, independent appraisal. At the expiration of the operating lease agreements, we have no further obligations there-under.

      The Leasing Group’s subsidiaries had total assets as of December 31, 2005 of $186.3 million including cash of $58.7 million and Leasing Group railcars of $104.5 million. The cash and railcars are

26

pledged to collateralize the lease obligations to the trusts and are included in the consolidated financial statements of the Company. Trinity does not guarantee the performance of the subsidiaries’ lease obligations. Certain ratios and cash deposits must be maintained by the Leasing Group’s subsidiaries in order for excess cash flow, as defined in the agreements, from the lease to third parties, to be available to Trinity. Future operating lease obligations of the Leasing Group’s subsidiaries under the lease agreements are as follows:

	Future		Future
	Operating		Minimum
	Lease		Rental Revenues
	Obligations		of Trusts’ Cars
	(in millions)
2006	$	51.8	$	68.3
2007		48.6		60.2
2008		48.8		52.3
2009		47.8		42.5
2010		40.9		32.8
Thereafter		610.3		143.7
	$	848.2	$	399.8

      In each transaction, the Leasing Group has entered into a servicing and remarketing agreement with the trusts under which the Leasing Group is required to endeavor, consistent with customary commercial practice as would be used by a prudent person, to maintain railcars under lease for the benefit of the trusts. The Leasing Group also receives management fees under the terms of the agreements. In each transaction, an independent trustee for the trust has authority for appointment of the railcar fleet manager.

      During the nine months ended December 31, 2001, the Leasing Group sold $199.0 million in railcars to one independent trust. The trust financed the purchase of the railcars with $151.3 million in debt and $47.7 million in equity.

      During the year ended December 31, 2003, the Leasing Group sold $235.0 million of railcars to three separate owner trusts. These trusts financed the purchase of the railcars with $180.6 million in debt and $54.4 million in third party equity. The equity participants in the trusts are the primary beneficiaries of the trusts.

      During the year ended December 31, 2004, the Leasing Group sold $212.3 million of railcars to two independent trusts. These trusts financed the purchase of the railcars with $157.2 million in debt and $55.1 million in third party equity. The equity participants in the trusts are the primary beneficiaries of the trusts.

Derivative Instruments

      The Company uses derivative instruments to mitigate the impact of increases in natural gas and diesel fuel prices and interest rates. For instruments designated as hedges, the Company formally documents the relationship between the hedging instrument and the hedged item, as well as the risk management objective and strategy for the use of the hedging instrument. This documentation includes linking the derivatives that are designated as fair value or cash flow hedges to specific assets or liabilities on the balance sheet, commitments or forecasted transactions. The Company assesses at the time a derivative contract is entered into, and at least quarterly thereafter, whether the derivative item is effective in offsetting the changes in fair value or cash flows. Any change in fair value resulting from ineffectiveness, as defined by SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended, is recognized in current period earnings. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is recorded in Accumulated Other Comprehensive Income (AOCI) as a separate component of stockholders’ equity and reclassified into earnings in the period during which the hedge transaction affects earnings.

Interest Rate

      From time to time, the Company enters into various interest rate hedging transactions for the purpose of managing exposure to fluctuations in interest rates and establishing rates in anticipation of future debt issuances. The Company uses interest rate swaps and forward interest rate swaps as part of its interest rate risk management strategy. Trinity’s measurement of the fair value of interest rate swaps is based on estimates of the mid-market values for the transactions provided by the counterparties to these agreements.

Natural Gas and Diesel Fuel

      Trinity measures the fair value of natural gas and diesel fuel hedges from data provided by various external sources. To value a swap, the Company uses the forward commodity price for the period hedged. The fair values are calculated and

27

provided by a third party administrator. The Company monitors its hedging positions and credit ratings of its third party administrators and does not anticipate losses due to administrators’ non-performance.

Employee Retirement Plans

      As disclosed in Note 12 of our consolidated financial statements, the projected benefit obligation for the employee retirement plans exceed the plans’ assets by $99.1 million as of December 31, 2005 as compared to $55.7 million as of December 31, 2004. The change was primarily due to a change in the discount rate, eligible employees re-hired with prior accumulated service, and other actuarial variances. Effective January 1, 2005, the Company enhanced the existing profit sharing 401(k) plan to which the Company will contribute a guaranteed annual retirement contribution of up to 3% of the participating employees’ 401(k) eligible compensation. During 2004, the Company provided a one-time election for the current employees to remain in the defined benefit plan or to begin receiving the new annual retirement contribution in the enhanced profit sharing 401(k) plan. All employees, hired after December 31, 2004, who would have been eligible to participate in the defined benefit plan, participate in the enhanced profit sharing 401(k) plan. The Company continues to sponsor an employee savings plans under the existing 401(k) plan, that covers substantially all employees and includes a Company matching contribution based on the performance of the Company up to 6%, as well as a Supplemental Profit Sharing Plan.

      Employer contributions for the year ending December 31, 2006 are expected to be $21.4 million for the defined benefit plans compared to $7.6 million contributed during 2005. Employer contributions to the 401(k) plans and the Supplemental Profit Sharing Plan for the year ending December 31, 2006 are expected to be $4.5 million compared to $4.3 million during 2005.

Contractual Obligations and Commercial Commitments

      As of December 31, 2005, we had the following contractual obligations and commercial commitments:

			Payments Due by Period
			1 Year		2-3		4-5		After
Contractual Obligations and Commercial Commitments	Total		or Less		Years		Years		5 Years
	(in millions)
Debt, excluding interest	$	687.5	$	20.0	$	225.1	$	142.4	$	300.0
Capital lease obligations		1.5		0.8		0.7		—		—
Operating leases		35.7		9.2		14.5		10.1		1.9
Purchase obligations(1)		425.7		425.4		0.3		—		—
Letters of Credit		118.9		109.0		6.1		1.0		2.8
Leasing Group — Operating leases related to sale/leaseback transactions		848.2		51.8		97.4		88.7		610.3
Other		64.2		33.8		23.7		6.7		—
Total	$	2,181.7	$	650.0	$	367.8	$	248.9	$	915.0

(1)  Non-cancelable purchase obligations are primarily for steel purchases and railcar specialty components.

Critical Accounting Policies and Estimates

      Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to bad debts, inventories, property, plant, and equipment, goodwill, income taxes, warranty obligations, insurance, restructuring costs, contingencies, and litigation. Management bases its estimates and

28

judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

      We believe the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Inventory

      We state our inventories at the lower of cost or market. Our policy related to excess and obsolete inventory requires the inventory to be analyzed at the business unit level on a quarterly basis and record required adjustments. In assessing the ultimate realization of inventories, we are required to make judgments as to future demand requirements and compare that with the current or committed inventory levels. It is possible that changes in required inventory reserves may occur in the future due to then current market conditions.

Long-lived Assets

      We periodically evaluate the carrying value of long-lived assets to be held and used for potential impairment. The carrying value of long-lived assets to be held and used is considered impaired when the carrying value is not recoverable through undiscounted future cash flows and the fair value of the asset is less than its carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the estimated cost to dispose of the assets.

Goodwill

      We are required, at least annually, to evaluate goodwill related to acquired businesses for potential impairment indicators that are based primarily on market conditions in the United States and Europe and the operational performance of our reporting units.

      Future events could cause us to conclude that impairment indicators exist and that goodwill associated with our acquired businesses is impaired. Any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.

Warranties

      We provide for the estimated cost of product warranties at the time we recognize revenue related to products covered by warranties assumed. We base our estimates on historical warranty claims. We also provide for specifically identified warranty obligations. Should actual claim rates differ from our estimates, revisions to the estimated warranty liability would be required.

Insurance

      We are effectively self-insured for workers’ compensation claims. A third-party administrator processes all such claims. We accrue our workers’ compensation liability based upon independent actuarial studies. To the extent actuarial assumptions change and claims experience rates differ from historical rates, our liability may change.

      Trinity has casualty insurance polices that include coverage for product liability claims against the Company. We feel that the level of coverage we maintain under these policies provides adequate protection to the Company against a materially adverse impact on the Company’s financial condition.

Contingencies and Litigation

      We are currently involved in certain legal proceedings. As discussed in Note 17 of our consolidated financial statements, as of December 31, 2005, we have accrued our estimate of the probable settlement or judgment costs for the resolution of certain of these claims. This estimate has been developed in consultation with outside counsel handling our defense in these matters and is based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. We do not believe these proceedings will have a material adverse effect on our consolidated financial position. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions related to these proceedings.

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Environmental

      We are involved in various proceedings related to environmental matters. We have provided reserves to cover probable and estimable liabilities with respect to such proceedings, taking into account currently available information and our contractual rights of indemnification. However, estimates of future response costs are necessarily imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings or, if we were found to be responsible or liable in any litigation or proceeding, that such costs would not be material to us.

Recent Accounting Pronouncements

      In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (“SFAS”) No. 151, “Inventory Costs”, which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. SFAS No. 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We do not believe that the adoption of SFAS No. 151 will have a material impact on our results from operations.

      In December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets”, which eliminates the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have a commercial substance. SFAS No. 153 became effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. We do not believe that the adoption of SFAS No. 153 will have a material impact on our financial statements.

      In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”. SFAS No. 123R is a revision of SFAS No. 123, “Accounting for Stock Based Compensation”, and supersedes APB 25. Among other items, SFAS No. 123R eliminates the use of APB 25 and the intrinsic value method of accounting for stock based compensation, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. Pro forma disclosure is no longer an alternative under the new standard. Although early adoption is allowed, we will adopt SFAS No. 123R as of the required effective date for calendar year companies, which is January 1, 2006.

      We currently utilize a standard option pricing model (i.e., Black-Scholes) to measure the fair value of stock options granted to employees. While SFAS No. 123R permits entities to continue to use such a model, the standard also permits the use of a more complex binomial, or “lattice” model. Based upon our research on the alternative models available to value option grants, and in conjunction with the type and number of stock options expected to be issued in the future, the Company has determined that it will continue to use the Black-Scholes model for option valuation as of the current time.

      SFAS No. 123R includes several modifications to the way that income taxes are recorded in the financial statements. The expense for certain types of option grants is only deductible for tax purposes at the time that the taxable event takes place, which could cause variability in the Company’s effective tax rates recorded throughout the year. SFAS No. 123R does not allow companies to “predict” when these taxable events will take place. Furthermore, it requires that the benefits associated with the tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after the effective date. These future amounts cannot be estimated, because they depend on, among other things, when employees exercise stock options. However, the amount of operating cash flows recognized in prior periods for tax deductions, as shown in the Company’s Consolidated Statement of Cash Flows, were $6.9 million, $2.9 million, and $1.2 million, respectively, for 2005, 2004, and 2003.

      SFAS No. 123R permits companies to adopt its requirements using either a “modified prospective” method, or a “modified retrospective” method. We will adopt the “modified prospective” method, whereby compensation cost is recognized in the financial statements beginning with the effective date, based on the requirements of SFAS No. 123R for all share-based payments granted after that date, and based on the requirements of SFAS No. 123 for all unvested awards granted prior to the effective date of SFAS No. 123R. Based on stock options granted to

30

employees through December 31, 2005, we expect that the adoption of SFAS No. 123R on January 1, 2006 will reduce net earnings for 2006 by approximately $1.2 million ($0.02 per diluted share).

      In March, 2005, the FASB issued FASB Interpretation (“FIN”) No. 47, “Accounting for Conditional Asset Retirement Obligations — An Interpretation of FASB Statement No. 143”. This interpretation clarifies the term “conditional asset retirement” and requires recognition of a liability for the fair value of the conditional asset retirement obligation when incurred if the liability’s fair value can be reasonably estimated. This interpretation is effective as of December 31, 2005. The adoption of FIN No. 47 did not have a material impact on our financial statements.

Forward-Looking Statements

      Some statements in this Form 10-K (or otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the Securities and Exchange Commission, news releases, conferences, World Wide Web postings or otherwise) which are not historical facts, may be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Trinity’s estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward-looking statements. Trinity uses the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar expressions to identify these forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations. Factors that could cause these differences include, but are not limited to:

•  market conditions and demand for our products;

•  the cyclical nature of both the railcar and barge industries;

•  variations in weather in areas where construction products are sold and used;

•  disruptions of manufacturing capacity due to weather related events;

•  the timing of introduction of new products;

•  the timing of customer orders;

•  price changes;

•  changes in mix of products sold;

•  the extent of utilization of manufacturing capacity;

•  availability and costs of component parts, supplies and raw materials;

•  competition and other competitive factors;

•  changing technologies;

•  steel prices;

•  surcharges added to fixed pricing agreements for raw materials;

•  interest rates and capital costs;

•  long-term funding of our leasing warehouse facility;

•  taxes;

•  the stability of the governments and political and business conditions in certain foreign countries, particularly Mexico, the Czech Republic and Romania;

•  changes in import and export quotas and regulations;

•  business conditions in emerging economies;

•  results of litigation; and

•  legal, regulatory, and environmental issues.

      Any forward-looking statement speaks only as of the date on which such statement is made. Trinity undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

      Our earnings could be affected by changes in interest rates due to the impact those changes have on our variable rate debt obligations, which represented approximately 37.2% of our total debt as of December 31, 2005. We have hedged 44.9% of this exposure with interest rate swaps leaving 20% of our total debt exposed to fluctuations in interest rates. If interest rates average one percentage point more in fiscal year 2006 than they did during in 2005, and our debt level remained constant, our

31

interest expense would increase by $1.4 million. In comparison, at December 31, 2004, we estimated that if interest rates averaged one percentage point more in fiscal year 2005 than they did during the year ended December 31, 2004, our interest expense would not have increased as all our variable debt was hedged. The impact of an increase in interest rates was determined based on the impact of the hypothetical change in interest rates and scheduled principal payments on our variable-rate debt obligations as of December 31, 2005 and 2004.

      In addition, we are subject to market risk related to our net investments in our foreign subsidiaries. The net investment in foreign subsidiaries as of December 31, 2005 is $110.9 million. However, the impact of such market risk exposures as a result of foreign exchange rate fluctuations has not been material to us.

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Item 8. Financial Statements and Supplementary Data.

Trinity Industries, Inc.

Index to Financial Statements

	Page
Report of Independent Registered Public Accounting Firm		34
Report of Independent Registered Public Accounting Firm		35
Consolidated Statements of Operations for the years ended December 31, 2005, 2004 and 2003		36
Consolidated Balance Sheets as of December 31, 2005 and 2004		37
Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003		38
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2005, 2004 and 2003		39
Notes to Consolidated Financial Statements		40

33

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

  Trinity Industries, Inc.

      We have audited the accompanying consolidated balance sheets of Trinity Industries, Inc. and Subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Trinity Industries, Inc. and Subsidiaries at December 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Trinity Industries, Inc.’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2006 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Dallas, Texas

March 1, 2006

34

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

  Trinity Industries, Inc.

      We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that Trinity Industries, Inc. and Subsidiaries maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Trinity Industries, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

      We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

      A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

      Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

      In our opinion, management’s assessment that Trinity Industries, Inc. and Subsidiaries maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Trinity Industries, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria.

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Trinity Industries, Inc. as of December 31, 2005 and 2004, and the related consolidated statements of operations, cash flows, and stockholders’ equity for each of the three years in the period ended December 31, 2005 of Trinity Industries, Inc. and our report dated March 1, 2006 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Dallas, Texas

March 1, 2006

35

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Operations

		Year Ended December 31,
		2005			2004			2003
		(in millions except per share data)
Revenues		$	2,902.0		$	2,198.1		$	1,432.8
Operating costs:
	Cost of revenues		2,536.0			2,015.8			1,271.8
	Selling, engineering and administrative expenses		195.6			168.2			147.6
			2,731.6			2,184.0			1,419.4
Operating profit			170.4			14.1			13.4
Other (income) expense:
	Interest income		(3.3	)		(10.1	)		(0.7	)
	Interest expense		42.2			42.8			34.9
	Other, net		(12.1	)		(3.5	)		(6.5	)
			26.8			29.2			27.7
Income (loss) before income taxes			143.6			(15.1	)		(14.3	)
Provision (benefit) for income taxes:
	Current		38.4			(0.9	)		(14.4	)
	Deferred		18.9			(4.9	)		10.1
			57.3			(5.8	)		(4.3	)
Net income (loss)			86.3			(9.3	)		(10.0	)
Dividends on Series B preferred stock			(3.2	)		(3.1	)		(1.6	)
Net income (loss) applicable to common shareholders		$	83.1		$	(12.4	)	$	(11.6	)
Net income (loss) per common share:
	Basic	$	1.76		$	(0.27	)	$	(0.25	)
	Diluted	$	1.69		$	(0.27	)	$	(0.25	)
Weighted average number of shares outstanding:
	Basic		47.3			46.5			45.6
	Diluted		51.1			46.5			45.6

See accompanying notes to consolidated financial statements.

36

Trinity Industries, Inc. and Subsidiaries

Consolidated Balance Sheets

		December 31,			December 31,
		2005			2004
		(in millions)
ASSETS
Cash and cash equivalents		$	150.9		$	182.3
Receivables (net of allowance for doubtful accounts of $5.8 at December 31, 2005 and $6.4 at December 31, 2004)			250.1			214.2
Inventories:
	Raw materials and supplies		265.7			248.0
	Work in process		124.2			100.0
	Finished goods		54.3			54.3
			444.2			402.3
Property, plant, and equipment, at cost			1,859.5			1,520.9
Less accumulated depreciation			(738.4	)		(710.0	)
			1,121.1			810.9
Goodwill			433.4			420.4
Other assets			186.8			180.1
		$	2,586.5		$	2,210.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities		$	629.9		$	511.7
Debt:
	Recourse		432.7			475.3
	Non-recourse		256.3			42.7
			689.0			518.0
Deferred income			45.2			47.2
Other liabilities			49.3			62.2
			1,413.4			1,139.1
Series B redeemable convertible preferred stock, no par value, $0.1 liquidation value			58.7			58.2
Stockholders’ equity:
	Preferred stock — 1.5 shares authorized and un-issued		—			—
	Common stock — shares authorized — 100.0; shares issued and outstanding at December 31, 2005 — 50.9; at December 31, 2004 — 50.9		50.9			50.9
	Capital in excess of par value		439.8			432.6
	Retained earnings		696.9			626.2
	Accumulated other comprehensive loss		(40.2	)		(25.3	)
	Treasury stock — at December 31, 2005 — 1.5 shares; at December 31, 2004 — 3.1 shares		(33.0	)		(71.5	)
			1,114.4			1,012.9
		$	2,586.5		$	2,210.2

See accompanying notes to consolidated financial statements.

37

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

				Year Ended			Year Ended			Year Ended
				December 31,			December 31,			December 31,
				2005			2004			2003
				(in millions)
Operating activities:
	Net income (loss)			$	86.3		$	(9.3	)	$	(10.0	)
	Adjustments to reconcile net income (loss) to net cash provided (required) by operating activities:
		Depreciation and amortization			88.9			87.2			85.6
		Impairment of goodwill			2.3			—			—
		Impairment of property, plant, and equipment			14.2			—			—
		Income tax benefit from employee stock options exercised			6.9			2.9			1.2
		Deferred income taxes			18.9			(4.9	)		10.1
		Gain on disposition of property, plant, equipment, and other assets			(7.4	)		(5.7	)		(10.0	)
		Other			(14.8	)		(9.8	)		(7.6	)
		Changes in assets and liabilities, net of effects from acquisitions:
			Increase in receivables		(35.9	)		(16.4	)		(29.9	)
			Decrease in tax receivables		—			—			50.0
			Increase in inventories		(45.7	)		(143.3	)		(44.7	)
			Increase in other assets		(17.3	)		(31.4	)		(4.9	)
			Increase in accounts payable and accrued liabilities		100.9			39.3			73.5
			(Decrease) increase in other liabilities		(26.9	)		11.7			(7.4	)
Net cash provided (required) by operating activities					170.4			(79.7	)		105.9
Investing activities:
	Proceeds from sale/leaseback,				—			212.3			200.0
	Proceeds from sale of property, plant, equipment, and other assets				47.4			55.8			51.6
	Capital expenditures — lease subsidiary				(345.8	)		(164.0	)		(264.7	)
	Capital expenditures — other				(89.9	)		(34.2	)		(20.2	)
	Payment for purchase of acquisitions, net of cash acquired				—			(15.7	)		(7.6	)
	Sale of investment in equity trust				—			8.5			—
Net cash (required) provided by investing activities					(388.3	)		62.7			(40.9	)
Financing activities:
	Issuance of common stock				26.6			18.7			9.0
	Issuance of redeemable preferred stock				—			—			57.6
	Payments to retire debt				(49.2	)		(301.6	)		(379.7	)
	Proceeds from issuance of debt				223.6			450.0			286.0
	Dividends paid to common shareholders				(11.8	)		(11.1	)		(11.0	)
	Dividends paid to preferred shareholders				(2.7	)		(2.7	)		—
Net cash provided (required) by financing activities					186.5			153.3			(38.1	)
Net (decrease) increase in cash and equivalents					(31.4	)		136.3			26.9
Cash and equivalents at beginning of period					182.3			46.0			19.1
Cash and equivalents at end of period				$	150.9		$	182.3		$	46.0

Interest paid for the years ended December 31, 2005, 2004, and 2003, net of $0.7 million in capitalized interest for 2005, was $38.5 million, $32.0 million, and $30.0 million, respectively. Taxes paid, net of refunds received, were $13.3 million for the year ended December 31, 2005 and $9.5 million for the year ended December 31, 2004. Taxes received, net of taxes paid, for the year ended December 31, 2003 were $66.7 million.

See accompanying notes to consolidated financial statements.

38

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

			Year Ended December 31,
			2005			2004			2003
			(In millions, except par value and
			dividends per share)
Common Stock (par value $1.00)
	Balance, beginning and end of period		$	50.9		$	50.9		$	50.9
Capital in Excess of Par Value
	Balance, beginning of period			432.6			434.7			442.1
	Restricted shares issued			(0.1	)		3.3			(4.5	)
	Stock options exercised, (including tax benefit of $6.9, $2.9, and $1.2, for 2005, 2004, and 2003, respectively)			7.1			(5.8	)		(2.5	)
	Other			0.2			0.4			(0.4	)
	Balance, end of period			439.8			432.6			434.7
Retained Earnings
	Balance, beginning of period			600.9			622.6			637.7
	Net income (loss)			86.3			(9.3	)		(10.0	)
	Accumulated comprehensive income (loss):
		Currency translation adjustments, net of tax		(5.2	)		6.6			(0.1	)
		Unrealized gain on derivative financial instruments, net of tax		1.1			1.2			0.7
		Minimum pension liability adjustment, net of tax		(10.8	)		(5.8	)		7.0
		Accumulated comprehensive net income (loss)		71.4			(7.3	)		(2.4	)
	Dividends on common stock ($0.26, $0.24, and $0.24 per common share in 2005, 2004, and 2003, respectively)			(12.4	)		(11.3	)		(11.1	)
	Dividends on Series B preferred stock			(3.2	)		(3.1	)		(1.6	)
	Balance, end of period			656.7			600.9			622.6
Treasury Stock
	Balance, beginning of period			(71.5	)		(104.4	)		(129.1	)
	Restricted shares issued			14.3			7.2			11.2
	Stock options exercised			26.4			27.4			12.7
	Other			(2.2	)		(1.7	)		0.8
	Balance, end of period			(33.0	)		(71.5	)		(104.4	)
Total Stockholders’ Equity			$	1,114.4		$	1,012.9		$	1,003.8

See accompanying notes to consolidated financial statements.

39

Trinity Industries, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1.  Summary of Significant Accounting Policies

Principles of Consolidation

      The financial statements of Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity” or the “Company”) include the accounts of all majority owned subsidiaries. The equity method of accounting is used for companies in which the Company has significant influence and 50% or less ownership. All significant intercompany accounts and transactions have been eliminated.

Revenue Recognition

      The Company generally recognizes revenue when products are shipped or services are provided. Revenues for contracts providing for a large number of units and few deliveries are recorded as the individual units are produced, inspected, and accepted by the customer. Revenues from construction contracts are recorded using percentage of completion accounting, using incurred labor hours to estimated total hours of the contract. Estimated losses on all contracts are recorded when determined to be probable and estimable. Revenue from rentals and operating leases are recorded monthly as the fees accrue. Fees for shipping and handling are recorded as revenue.

Income Taxes

      The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.

Financial Instruments

      The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

      Financial instruments which potentially subject the Company to concentration of credit risk are primarily cash investments and receivables. The Company places its cash investments in investment grade, short-term debt instruments and limits the amount of credit exposure to any one commercial issuer. Concentrations of credit risk with respect to receivables are limited due to control procedures to monitor the credit worthiness of customers, the large number of customers in the Company’s customer base, and their dispersion across different industries and geographic areas. The Company maintains an allowance for doubtful accounts based upon the expected collectibility of all receivables.

Inventories

      Inventories are valued at the lower of cost or market, with cost determined principally on the specific identification method. Market is replacement cost or net realizable value. Work in process and finished goods include material, labor, and overhead.

Property, Plant, and Equipment

      Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. The estimated useful lives are: buildings and improvements — 5 to 30 years; leasehold improvements — the lesser of the term of the lease or 7 years; machinery and equipment — 2 to 10 years; information systems hardware and software — 2 to 5 years; and railcars in our lease fleet — generally 35 years. Based on a study performed by the Company in the fourth quarter of 2005, the estimated useful lives of certain railcars in our lease fleet were extended to 35 years. This change in estimated useful lives did not have a material impact on net income for the quarter ended December 31, 2005. The costs of ordinary maintenance and repair are charged to operating costs while renewals and major replacements are capitalized.

Long-lived Assets

      The Company periodically evaluates the carrying value of long-lived assets to be held and used for potential impairment. The carrying value of long-lived assets to be held and used is considered impaired when the carrying value is not recoverable through undiscounted future cash flows and the fair value of the asset is less than its carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner,

40

except that fair values are reduced for the estimated cost to dispose of the assets.

Goodwill and Intangible Assets

      Goodwill is evaluated for impairment by reporting unit at least annually as of December 31 for impairment by comparing the fair value of each reporting unit to its book value. As of December 31, 2005, the net book value of goodwill and indefinite-lived intangible assets were $433.4 million and $2.1 million, respectively. Intangible assets with defined useful lives, which as of December 31, 2005 had net book values of $4.1 million, are amortized over their estimated useful lives and are also, at least annually, evaluated for potential impairment.

Insurance

      The Company is effectively self-insured for workers’ compensation. A third party administrator is used to process claims. The Company accrues the workers’ compensation liability based upon independent actuarial studies.

      Trinity has casualty insurance polices that include coverage for product liability claims against the Company. We feel that the level of coverage we maintain under these policies provides adequate protection to the Company against materially adverse impact on the Company’s financial condition.

Warranties

      The Company provides for the estimated cost of product warranties at the time revenue is recognized and assesses the adequacy of the resulting liability on a quarterly basis.

Foreign Currency Translation

      Operations outside the United States prepare financial statements in currencies other than the United States dollar, the income statement amounts are translated at average exchange rates for the year, while the assets and liabilities are translated at year-end exchange rates. Translation adjustments are accumulated as a separate component of stockholders’ equity and comprehensive income (loss).

Other Comprehensive Income (Loss)

      Other comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) consists of net income (loss), foreign currency translation adjustments, and the effective unrealized portions of changes in fair value of the Company’s derivative financial instruments and the minimum pension liability adjustment. All components are shown net of tax.

Stock-Based Compensation

      The Company has elected to apply the accounting provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” (APB No. 25) and its interpretations and, accordingly, no compensation cost has been recorded for stock options. The effect of computing compensation cost and the weighted average fair value of options granted during the years ended December 31, 2005, 2004, and 2003 using the Black-Scholes option pricing method for stock options are shown in the accompanying table.

41

		Year Ended			Year Ended			Year Ended
		December 31,			December 31,			December 31,
		2005			2004			2003
Estimated fair value per share of options granted		$	9.27		$	10.78		$	5.35
Pro forma (in millions):
	Net income (loss) applicable to common shareholders, as reported	$	83.1		$	(12.4	)	$	(11.6	)
	Add: Stock Compensation expense related to restricted stock		3.3			2.9			2.2
	Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related income tax effects		(4.9	)		(5.6	)		(6.2	)
Pro forma net income (loss)			81.5			(15.1	)		(15.6	)
	Add: Effect of dilutive Series B preferred stock		3.2			—			—
Pro forma net income (loss) applicable to common shareholders		$	84.7		$	(15.1	)	$	(15.6	)
Pro forma net income (loss) per common share:
	Basic	$	1.72		$	(0.32	)	$	(0.34	)
	Diluted	$	1.66		$	(0.32	)	$	(0.34	)
Net income (loss) per common share – as reported:
	Basic	$	1.76		$	(0.27	)	$	(0.25	)
	Diluted	$	1.69		$	(0.27	)	$	(0.25	)
Black-Scholes assumptions:
	Expected option life (years)		5.0			6.0			6.0
	Risk-free interest rate		4.0	%		4.2	%		2.5	%
	Dividend yield		0.89	%		0.84	%		1.40	%
	Common stock volatility		0.35			0.35			0.34

      In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share-Based Payment”. SFAS No. 123R is a revision of SFAS No. 123, “Accounting for Stock Based Compensation”, and supersedes APB 25. Among other items, SFAS No. 123R eliminates the use of APB 25 and the intrinsic value method of accounting for stock based compensation, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. Pro forma disclosure is no longer an alternative under the new standard. Although early adoption is allowed, we will adopt SFAS No. 123R as of the required effective date for calendar year companies, which is January 1, 2006.

      We currently utilize a standard option pricing model (i.e., Black-Scholes) to measure the fair value of stock options granted to employees. The Company has determined that it will continue to use the Black-Scholes model for option valuation upon the adoption of SFAS No. 123R.

      SFAS No. 123R includes several modifications to the way that income taxes are recorded in the financial statements. The expense for certain types of option grants is only deductible for tax purposes at the time that the taxable event takes place, which could cause variability in the Company’s effective tax rates recorded throughout the year. SFAS No. 123R does not allow companies to “predict” when these taxable events will take place. Furthermore, it requires that the benefits associated with the tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after the effective date. These future amounts cannot be estimated, because they depend on, among other things, when employees exercise stock options. However, the amount of operating cash flows recognized in prior periods for tax deductions, as shown in the Company’s Consolidated Statement of Cash Flows, were $6.9 million, $2.9 million, and $1.2 million, respectively, for 2005, 2004, and 2003.

      We will adopt SFAS No. 123R using the “modified prospective” method, whereby compensation cost is recognized in the financial statements beginning with the effective date, based on the requirements of SFAS No. 123R for all share-based payments granted after that date, and based on the requirements of SFAS No. 123 for all unvested awards granted prior to the effective date of SFAS No. 123R. Based on stock options granted to employees through December 31, 2005, we expect that the adoption of SFAS No. 123R on January 1, 2006 will reduce net earnings for 2006 by approximately $1.2 million ($0.02 per diluted share).

42

Management Estimates

      The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 2.  Segment Information

      The Company now reports operating results in the following business segments: (1) the Rail Group, which manufactures and sells railcars and component parts; (2) the Construction Products Group, which manufactures and sells highway products, concrete and aggregates, girders and beams used in the construction of highway and railway bridges, and weld fittings used in pressure piping systems; (3) the Inland Barge Group, which manufactures and sells barges and related products for inland waterway services; (4) the Energy Equipment Group, which manufactures and sells products for energy related businesses, including tank heads, pressure and non-pressure containers for the storage and transportation of liquefied gases and other liquid and dry products, and structural wind towers; and (5) the Railcar Leasing and Management Services Group, which provides fleet management, maintenance, and leasing services. Finally, All Other includes the Company’s captive insurance and transportation companies, and other peripheral businesses.

      In the third quarter of 2005, the Company restructured its Industrial Products Group to include the Company’s structural wind towers operation as a result of the increase in structural wind towers revenue. The increase in revenue is due, in part, to recent signing of the Energy Policy Act of 2005, which provides production tax credits on wind generated energy. As a result, the structural wind towers operations, previously included in the “All Other” segment, is now included in the Energy Equipment Group (previously, the Industrial Products Group). Segment information for prior periods has been reclassified to conform to the current presentation.

      Sales and related profits from the Rail Group to the Railcar Leasing and Management Services Group are recorded in the Rail Group and eliminated in consolidation. Sales of railcars from the lease fleet are included in the Railcar Leasing and Management Services Group. Sales between groups are recorded at prices comparable to those charged to external customers.

      The financial information for these segments is shown in the tables below. The Company operates principally in the continental United States, Mexico, and Romania, with limited operations in the United Kingdom, Czech Republic, Slovakia, and Brazil.

Year Ended December 31, 2005

	Revenues								Operating
									Profit					Depreciation &		Capital
	Outside		Intersegment			Total			(Loss)			Assets		Amortization		Expenditures
	(in millions)
Rail Group	$	1,555.5	$	398.0		$	1,953.5		$	93.7		$	1,003.9	$	34.3	$	43.9
Construction Products Group		670.3		5.0			675.3			63.7			275.4		23.7		31.8
Inland Barge Group		240.7		—			240.7			15.7			76.8		3.0		2.4
Energy Equipment Group		226.5		10.1			236.6			31.2			143.4		5.1		5.3
Railcar Leasing and Management Services Group		203.7		—			203.7			55.8			972.7		30.2		345.8
All Other		5.3		38.1			43.4			(4.3	)		24.5		1.8		1.8
Corporate		—		—			—			(35.0	)		89.8		7.3		4.7
Eliminations		—		(451.2	)		(451.2	)		(50.4	)		—		—		—
Consolidated Total	$	2,902.0	$	—		$	2,902.0		$	170.4		$	2,586.5	$	105.4	$	435.7

43

Year Ended December 31, 2004

	Revenues								Operating
									Profit					Depreciation &		Capital
	Outside		Intersegment			Total			(Loss)			Assets		Amortization		Expenditures
	(in millions)
Rail Group	$	1,080.7	$	175.2		$	1,255.9		$	(18.5	)	$	954.9	$	17.5	$	5.2
Construction Products Group		576.4		1.7			578.1			40.4			260.3		24.5		18.7
Inland Barge Group		210.4		—			210.4			(14.8	)		65.4		3.0		3.7
Energy Equipment Group		146.3		7.7			154.0			14.5			128.5		5.8		2.2
Railcar Leasing and Management Services Group		181.0		—			181.0			42.0			600.4		27.7		164.0
All Other		3.3		29.6			32.9			(2.7	)		25.4		2.3		1.2
Corporate		—		—			—			(32.6	)		175.3		6.4		3.2
Eliminations		—		(214.2	)		(214.2	)		(14.2	)		—		—		—
Consolidated Total	$	2,198.1	$	—		$	2,198.1		$	14.1		$	2,210.2	$	87.2	$	198.2

Year Ended December 31, 2003

	Revenues								Operating
									Profit					Depreciation &		Capital
	Outside		Intersegment			Total			(Loss)			Assets		Amortization		Expenditures
	(in millions)
Rail Group	$	494.5	$	240.1		$	734.6		$	(6.2	)	$	835.3	$	18.2	$	3.5
Construction Products Group		488.8		1.1			489.9			37.5			227.3		23.0		12.4
Inland Barge Group		170.6		—			170.6			(4.7	)		66.2		2.8		1.5
Energy Equipment Group		121.2		4.7			125.9			9.3			91.5		4.7		1.5
Railcar Leasing and Management Services Group		153.8		—			153.8			41.0			695.6		27.0		264.7
All Other		3.9		25.9			29.8			(9.3	)		25.8		3.1		0.3
Corporate		—		—			—			(34.5	)		66.2		6.8		1.0
Eliminations		—		(271.8	)		(271.8	)		(19.7	)		—		—		—
Consolidated Total	$	1,432.8	$	—		$	1,432.8		$	13.4		$	2,007.9	$	85.6	$	284.9

      Corporate assets are composed of cash and cash equivalents, notes receivable, certain property, plant, and equipment, and other assets. Capital expenditures do not include business acquisitions.

      Revenues and operating profit for our foreign operations for the years ended December 31, 2005, 2004, and 2003 are presented below:

	Revenues						Operating Profit (Loss)
	Year Ended						Year Ended
	December 31,						December 31,
	2005		2004		2003		2005			2004		2003
					(in millions)
Latin America	$	61.0	$	46.3	$	45.2	$	14.4		$	6.3	$	6.1
Europe		137.2		189.2		139.6		(41.3	)		1.9		(4.0	)
Total Foreign	$	198.2	$	235.5	$	184.8	$	(26.9	)	$	8.2	$	2.1

44

      Total assets and long-lived assets for our foreign operations as of December 31, 2005 and 2004 are presented below:

	Total Assets				Long-Lived Assets
	December 31,
	2005		2004		2005		2004
	(in millions)
Latin America	$	168.8	$	137.3	$	88.3	$	70.5
Europe		111.5		155.3		37.3		62.3
Total Foreign	$	280.3	$	292.6	$	125.6	$	132.8

      Due to the performance of its European operations, sales order activity, and the status of the European backlog in the second quarter of 2005, the Company performed an impairment analysis of the long-lived assets of these operations. Based on this review, the Company recorded a charge of $2.3 million to write off all of the goodwill related to these operations as of June 30, 2005. In the fourth quarter of 2005, the Company updated this analysis based on revised cash flow forecasts. Such forecasts indicated the carrying value of property, plant, and equipment related to the European operations were impaired. As a result, the Company recorded a charge of $14.2 million to write down these assets to their estimated fair value based on the Company’s estimate of discounted future cash flows. The estimates of future cash flows are based on assumptions that the Company believes are reasonable. However, actual operations will differ from these estimates. Accordingly, the company will continue to evaluate its European operations, as necessary, to determine if there has been any additional impairment of the carrying value of the property, plant, and equipment. As of December 31, 2005, the Company has property, plant, and equipment with a net book value of approximately $37.3 million related to its European operations. The impairment charges related to the European operations are included in the operating profit of the Rail Group for 2005.

Note 3.  Derivative Instruments

      The Company uses derivatives instruments to mitigate the impact of increases in natural gas and diesel fuel prices and interest rates, as well as to convert a portion of its variable-rate debt to fixed-rate debt. For instruments designated as hedges, the Company formally documents the relationship between the hedging instrument and the hedged item, as well as the risk management objective and strategy for the use of the hedging instrument. This documentation includes linking the derivatives that are designated as fair value or cash flow hedges to specific assets or liabilities on the balance sheet, commitments, or forecasted transactions. The Company assesses at the time a derivative contract is entered into, and at least quarterly thereafter, whether the derivative item is effective in offsetting the changes in fair value or cash flows. Any change in fair value resulting from ineffectiveness, as defined by SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended, is recognized in current period earnings. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is recorded in Accumulated Other Comprehensive Income (AOCI) as a separate component of stockholders’ equity and reclassified into earnings in the period during which the hedge transaction affects earnings.

      Trinity monitors its derivative positions and credit ratings of its counterparties and does not anticipate losses due to counterparties’ non-performance.

Interest rate hedges

      From time to time, the Company enters into various interest rate hedging transactions for the purpose of managing exposure to fluctuations in interest rates and establishing rates in anticipation of future debt issuances. The Company uses interest rate swaps as part of its interest rate risk management strategy.

      The Company uses interest rate swaps to fix the LIBOR component of outstanding debt. These swaps are accounted for as cash flow hedges under SFAS No. 133 and qualify for the short cut method of recognition; therefore, no portion of these swaps is treated as ineffective. As of December 31, 2005 and 2004, Trinity had $115 million and $150 mil-

45

lion of interest rate swaps outstanding, respectively, to fix the LIBOR component of outstanding debt.

      In addition, in anticipation of a future debt issuance, the Company entered into interest rate swap transactions during the third and fourth quarters of 2005. These instruments, with a notional amount of $170 million, hedge the interest rate on a future debt issuance associated with an anticipated secured borrowing facility in 2006 and will expire in the first quarter of 2006. The weighted average fixed interest rate under these instruments is 4.876%. These interest rate swaps are being accounted for as cash flow hedges with changes in the fair value of the instruments recorded in AOCI.

Natural gas and diesel fuel

      The Company maintains a program to mitigate the impact of fluctuations in the price of its natural gas and diesel fuel purchases. The intent of the program is to protect the Company’s operating margins and overall profitability from adverse price changes by entering into hedge instruments. The amounts recorded in the Consolidated Statements of Operations and Balance Sheets for the years ended December 31, 2005, 2004, and 2003 for natural gas and diesel fuel hedge transactions were not significant.

Note 4.  Acquisitions and Divestitures

      The Company made an acquisition in the Company’s Construction Products Group during the year ended December 31, 2004 accounted for by the purchase method. The aggregate purchase price for this acquisition was $15.7 million. Other intangible assets of approximately $0.8 million and goodwill of approximately $5.0 million were recorded as a result of this acquisition. The acquired operations have been included in the consolidated financial statements from the effective date of the acquisition. Pro forma results would not have been materially different from actual results for any year presented.

      The Company also made certain acquisitions during the year ended December 31, 2003 accounted for by the purchase method. The aggregate purchase price for these acquisitions was $7.6 million. These acquisitions were primarily in the Company’s Construction Products Group. Other intangible assets of $3.9 million were recorded as a result of these acquisitions. The acquired operations have been included in the consolidated financial statements from the effective dates of the acquisitions. Pro forma results would not have been materially different from actual results for any year presented.

      On October 26, 2001, Trinity completed a merger transaction with privately owned Thrall Car Manufacturing Company (“Thrall”). Per the merger agreement, Trinity has agreed under certain circumstances to make additional payments to the former owners of Thrall, not to exceed $45 million through 2006, based on a formula related to annual railcar industry production levels. At December 31, 2005, the Company recorded goodwill and a related payable of $15.3 million for the additional payment related to 2005 earn-out. Recent industry estimates of railcar shipments indicate the Company could owe additional amounts in 2006. If any amounts are paid goodwill will be increased. At December 31, 2005, the Company had a receivable from a former owner of Thrall for $4.0 million related to representations and warranties under the merger agreement. A former officer and indirect shareholder of Thrall is a beneficial holder of Company shares and a director of the Company.

Note 5.  Property, Plant, and Equipment

		December 31,			December 31,
		2005			2004
		(in millions)
Corporate/ Manufacturing:
	Land	$	43.2		$	52.8
	Buildings and improvements		326.3			352.1
	Machinery and other		427.7			469.6
	Construction in progress		64.0			10.7
			861.2			885.2
	Less accumulated depreciation		(592.5	)		(589.6	)
			268.7			295.6
Leasing:
	Machinery		33.4			33.3
	Equipment on lease		964.9			602.4
			998.3			635.7
	Less accumulated depreciation		(145.9	)		(120.4	)
			852.4			515.3
		$	1,121.1		$	810.9

      The Company leases certain equipment and facilities under operating leases. Future minimum rent expense on these leases in each years are (in millions): 2006 — $9.2; 2007 — $7.6; 2008 — $6.9; 2009 — $6.0; 2010 — $4.1 and $1.9 thereafter. See Note 9 for information related to the lease agree-

46

ments, future operating lease obligations and future minimum rent expense associated with the Company’s wholly owned, qualified subsidiaries.

      The Company capitalized $0.7 million of interest expense as part of the cost of construction of facilities and equipment during 2005 (none in 2004 and 2003).

      The Company estimates the fair market value of properties no longer in use or held for sale based on the location and condition of the properties, the fair market value of similar properties in the area, and the Company’s experience of selling similar properties in the past. As of December 31, 2005, the Company had non-operating plants with a net book value of $11.3 million. The Company’s estimated fair value of these assets exceeds their book value.

      See Note 2 regarding impairment of property, plant and equipment to held and used.

Note 6.  Goodwill

      As of December 31, 2005 and 2004, the Company’s impairment test of goodwill was completed at the reporting unit level and impairment was not indicated. See Note 2 regarding impairment of goodwill related to the Company’s European operations in the second quarter of 2005. At December 31, 2005, the Company recorded additional goodwill of $15.3 million for the Rail Group related to the Thrall acquisition (see Note 4). Goodwill by segment is as follows:

	December 31,		December 31,
	2005		2004
	(in millions)
Rail	$	417.8	$	404.8
Construction Products		9.5		9.5
Energy Equipment		4.3		4.3
Railcar Leasing and Management Services		1.8		1.8
	$	433.4	$	420.4

Note 7.  Warranties

      The Company provides for the estimated cost of product warranties at the time revenue is recognized related to products covered the warranties assumed and assesses the adequacy of the resulting reserves on a quarterly basis. The changes in the accruals for product warranty liability for the years ended December 31, 2005 and 2004 are as follows:

	December 31,			December 31,
	2005			2004
	(in millions)
Beginning balance	$	19.3		$	23.0
Warranty costs incurred		(10.4	)		(12.3	)
Product warranty accrual		24.0			8.3
Currency translation		(0.4	)		0.3
Recoverable warranty costs		4.3			—
Ending balance	$	36.8		$	19.3

      The increase in the product warranty accruals in 2005 was due primarily to an increase in product quantities covered by warranties as well as specific issues identified during the course of the year. The recoverable warranty costs in 2005 are primarily due to calculated warranty exposures owed to the Company by former owners of an acquired entity (see Note 4).

Note 8.  Debt

      The following table summarizes the components of debt as of December 31, 2005 and 2004.

			December 31,		December 31,
			2005		2004
			(in millions)
Corporate/ Manufacturing — Recourse:
	Revolving commitment		$	—	$	—
	Senior notes			300.0		300.0
	Other			2.6		5.3
				302.6		305.3
Leasing — Recourse
	7.755 percent equipment trust certificates to institutional investors generally payable in semi-annual installments of varying amounts through 2009			130.1		170.0
				130.1		170.0
				432.7		475.3
Leasing — Non-recourse
	Warehouse facility			256.3		42.7
				256.3		42.7
		Total debt	$	689.0	$	518.0

      In March 2004, the Company issued $300 million aggregate principal amount 6¹/2% senior notes (Senior Notes) due 2014, through a private offering. Interest on the Senior Notes is payable semiannually commencing September 15, 2004. The Senior Notes rank equally with all of the Company’s

47

existing and future senior debt but are subordinated to all the Company’s existing and future secured debt to the extent of the value of the assets securing such debt. The Company may redeem some or all of the Senior Notes at any time on or after March 15, 2009 at a redemption price of 103.25% in 2009, 102.167% in 2010, 101.083% in 2011 and 100.0% in 2012 and thereafter plus accrued interest. The Company may also redeem up to 35% of the aggregate principal amount of the Senior Notes using the proceeds from certain public equity offerings completed on or before March 15, 2007 at a redemption price of 106.5% of the principal amount plus accrued and unpaid interest. The Senior Notes could restrict the Company’s ability to incur additional debt; make certain distributions, investments, and other restricted payments; create certain liens; merge; consolidate; or sell substantially all or a portion of its assets. The Company applied approximately $163 million of the net proceeds of the offering to repay all indebtedness under its existing bank credit facility. In September 2004, as required by the contract with the purchasers of the Senior Notes due 2014, the Company made an offer to exchange all of the privately placed Senior Notes for an equal principal amount of the Senior Notes due 2014, which are registered with the Securities and Exchange Commission and have substantially identical terms. All of the privately placed Senior Notes were exchanged for registered Senior Notes due 2014.

      In connection with the issuance of the Senior Notes, the Company extended its secured credit agreement to provide for a three-year, $250 million revolving credit facility. In April 2005, the $250 million revolving credit facility was extended and expanded to provide for a five-year, $350 million secured revolving credit facility. The Company’s accounts receivable and inventory secure the agreement. The agreement requires maintenance of ratios related to interest coverage for the leasing and manufacturing operations, leverage, and minimum net worth, and restricts the amount of dividend payments based upon the current credit rating of the Company not to exceed $25 million annually. At December 31, 2005, there were no borrowings under the revolving credit facility. After $112.1 million was considered for letters of credit, $237.9 million was available under the revolving credit facility. Subsequent to December 31, 2005, the credit agreement was amended to change the leverage ratio and release the Company’s accounts receivable and inventory as collateral.

      In 2005, Trinity Industries Leasing Company (“TILC”), through a wholly owned and consolidated business trust, extended its $300 million non-recourse warehouse facility through August 2007 and increased the facility by $75 million to $375 million. This facility, established to finance railcars owned by TILC, had $256.3 million outstanding as of December 31, 2005. The warehouse facility is due August 2007 and unless renewed would be payable in three equal installments in February 2008, August 2008, and February 2009. Railcars financed by the warehouse facility have historically been refinanced under long-term financing agreements. Specific railcars and the underlying leases secure the facility. Advances under the facility may not exceed 75% of the fair market value of the eligible railcars securing the facility as defined by the agreement. Advances under the facility bear interest at LIBOR plus a margin, for an all-in-rate of 5.14% at December 31, 2005. At December 31, 2005, $118.7 million was available under this facility.

      In February 2002, TILC sold $170 million of 2002-1 Pass Through Certificates with interest at 7.755%, commencing on August 15, 2002 and due semiannually thereafter. Equipment notes issued by TILC for the benefit of the holders of the Pass Through Certificates are collateralized by interest in certain railcars owned by TILC and the leases pursuant to which such railcars are leased to customers. The equipment notes, including the obligations to make payments of principal and interest thereon, are direct obligations of TILC and are fully and unconditionally guaranteed by Trinity Industries, Inc. as guarantor.

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      Principal payments due during the next five years as of December 31, 2005 are as follows:

			2006		2007		2008		2009		2010		Thereafter
			(in millions)
Recourse
	Corporate/ Manufacturing		$	0.5	$	0.5	$	0.1	$	—	$	—	$	300.0
	Leasing (See Note 9)			10.3		43.4		14.3		62.1		—		—
	Capital leases — Corporate			0.8		0.6		0.1		—		—		—
Non-recourse
	Leasing (See Note 9)			9.2		6.2		160.6		80.3		—		—
		Total principal payments	$	20.8	$	50.7	$	175.1	$	142.4	$	—	$	300.0

      Commitments under letters of credit, primarily related to insurance, are $118.9 million, expiring $109.0 million in 2006, $6.1 million in 2007, $1.0 million in 2010, and $2.8 million after 2010.

Note 9.  Railcar Leasing and Management Services Group

      The Railcar Leasing and Management Services Group (“Leasing Group”) provides fleet management, maintenance and leasing services. Selected combined financial information for the Leasing Group is as follows:

		December 31,			December 31,
		2005			2004
		(in millions)
Balance Sheet
Cash		$	19.3		$	7.2
Leasing equipment
	Machinery		33.4			33.3
	Equipment on lease		964.9			602.4
			998.3			635.7
	Accumulated depreciation		(145.9	)		(120.4	)
			852.4			515.3
Restricted assets			73.9			65.5
Debt
	Recourse		130.1			170.0
	Non-recourse		256.3			42.7

	Year Ended		Year Ended		Year Ended
	December 31,		December 31,		December 31,
	2005		2004		2003
	(in millions)
Income Statement
Revenues	$	203.7	$	181.0	$	153.8
Operating profit		55.8		42.0		41.0

      Interest expense, which is not a component of operating profit, was $19.3 million, $18.4 million and $16.4 million for the years ended December 31, 2005, 2004 and 2003, respectively.

      Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured by Trinity and enters into lease contracts with third parties with terms generally ranging between one and twenty years. The Leasing Group primarily enters into operating leases. Future minimum rental revenues on leases in each year are (in millions): 2006 — $147.1; 2007 — $133.8; 2008 — $115.7; 2009 — $99.5; 2010 — $83.2 and $327.8 thereafter. Leasing Group equipment with a net book value of $632.4 million is pledged as collateral for debt.

      The Leasing Group’s debt consists of both recourse and non-recourse debt. See Note 8 for maturities for the debt.

      During the years ended December 31, 2004 and 2003, the Leasing Group completed a series of financing transactions whereby railcars were sold to one or more separate independent owner trusts. Each trust financed the purchase of the railcars with a combination of debt and equity. In each transaction, the equity participant in the trust is considered to be the primary beneficiary of the trusts. The Leasing Group, through newly formed, wholly owned qualified subsidiaries, leased railcars from the trusts under operating leases with terms of 22 years, and subleased the railcars to independent third party customers under shorter term operating rental agreements. Under the terms of the operating lease agreements between the subsidiaries and trusts, the Leasing Group has the option to purchase at a predetermined fixed price, certain of the railcars from the trusts in 2016 and other railcars in 2019. The Leasing Group also has options to purchase the railcars at the end of the respective lease agreements in 2023, 2026 and 2027 at the then fair market value of the railcars as determined by a third party, independent appraisal. At the expiration of the operating lease agreements, we have no further obligations there-under.

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      The Leasing Group’s subsidiaries had total assets as of December 31, 2005 of $186.3 million including cash of $58.7 million and Leasing Group railcars of $104.5 million. The cash and railcars are pledged to collateralize the lease obligations to the trusts and are included in the consolidated financial statements of the Company. Trinity does not guarantee the performance of the subsidiaries’ lease obligations. Certain ratios and cash deposits must be maintained by the Leasing Group’s subsidiaries in order for excess cash flow, as defined in the agreements, from the lease to third parties to be available to Trinity. Future operating lease obligations of the Leasing Group’s subsidiaries under the lease agreements are as follows:

	Future		Future
	Operating		Minimum
	Lease		Rental Revenues
	Obligations		of Trusts’ Cars
	(in millions)
2006	$	51.8	$	68.3
2007		48.6		60.2
2008		48.8		52.3
2009		47.8		42.5
2010		40.9		32.8
Thereafter		610.3		143.7
	$	848.2	$	399.8

      In each transaction the Leasing Group has entered into a servicing and remarketing agreement with the trusts under which the Leasing Group is required to endeavor, consistent with customary commercial practice as would be used by a prudent person, to maintain railcars under lease for the benefit of the trusts. The Leasing Group also receives management fees under the terms of the agreements. In each transaction, an independent trustee for the trust has authority for appointment of the railcar fleet manager.

      During the year ended December 31, 2003, the Leasing Group sold $235.0 million of railcars to three separate owner trusts. These trusts financed the purchase of the railcars with $180.6 million in debt and $54.4 million in third party equity. The equity participants in the trusts are the primary beneficiaries of the trusts.

      During the year ended December 31, 2004, the Leasing Group sold $212.3 million of railcars to two independent trusts. These trusts financed the purchase of the railcars with $157.2 million in debt and $55.1 million in third party equity. The equity participants in the trusts are the primary beneficiaries of the trusts.

Note 10.  Other, Net

      Other, net (income) expense consists of the following items:

		Year Ended			Year Ended			Year Ended
		December 31,			December 31,			December 31,
		2005			2004			2003
		(in millions)
Gains on dispositions of property, plant, and equipment		$	(7.4	)	$	(5.7	)	$	(10.0	)
Foreign exchange transactions			0.2			0.9			1.5
(Gain) loss on equity investments			(3.2	)		1.7			2.0
Lease of oil and gas mineral rights			(1.8	)		—			—
Other			0.1			(0.4	)		—
	Other, net	$	(12.1	)	$	(3.5	)	$	(6.5	)

Note 11.  Income Taxes

      The components of the provision (benefit) for income taxes are as follows:

		Year Ended		Year Ended			Year Ended
		December 31,		December 31,			December 31,
		2005		2004			2003
		(in millions)
Current:
	Federal	$	27.3	$	(7.7	)	$	(25.3	)
	State		6.7		3.5			3.6
	Foreign		4.4		3.3			7.3
			38.4		(0.9	)		(14.4	)
Deferred			18.9		(4.9	)		10.1
Provision (benefit)		$	57.3	$	(5.8	)	$	(4.3	)

      Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2005 and 2004, deferred tax assets and liabilities have been presented differently from the prior years so that each item reflects the federal, state, and foreign tax effects. In the prior years, the foreign deferred tax assets and liabilities and state deferred tax assets and liabilities were reflected as distinct categories.

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The components of deferred tax liabilities and assets are as follows:

		December 31,		December 31,
		2005		2004
		(in millions)
Deferred tax liabilities:
	Depreciation, depletion, and amortization	$	150.3	$	145.5
	Inventory		1.4		5.1
	Other liabilities		3.1		9.5
	Total deferred tax liabilities		154.8		160.1
Deferred tax assets:
	Workers compensation, pensions, and other benefits		50.1		49.4
	Warranties and reserves		23.2		26.7
	Equity items		22.6		12.7
	Tax loss carryforwards and credits		47.4		67.7
	Accrued liabilities and other		1.4		1.5
	Total deferred tax assets		144.7		158.0
Net deferred tax liabilities before valuation allowance			10.1		2.1
	Valuation allowance		22.6		21.6
Net deferred tax liabilities		$	32.7	$	23.7

      At December 31, 2005, the Company had $2.2 million of Federal consolidated net operating loss carryforwards and tax effected $14.9 million of state loss carryforwards. The Federal tax loss carryforwards are related to pre-acquisition losses from acquired subsidiaries and are due to expire between 2011 and 2013. The Company has established a valuation allowance for state net operating losses which may not be realizable. These net operating losses expire between 2007 and 2025.

      At December 31, 2005, the Company also had foreign tax loss carryforwards of approximately $72.5 million which will expire between 2007 and 2013. The Company has established a valuation allowance for foreign operating loss carryforwards due to uncertainty regarding the realizability of these foreign losses.

      Realization of deferred tax assets is dependent on generating sufficient taxable income in future periods. The Company has established valuation allowances against tax losses and credits that it will most likely be unable to utilize. The Company believes that it more likely than not will be able to generate sufficient future taxable income to utilize the remaining deferred tax assets.

      At December 31, 2005, the Internal Revenue Service has audited tax years through December 31, 2002. Certain issues are being challenged by the Internal Revenue Service that could result in the reallocation of taxable income between two or more years. Additionally, the Company and /or one or more of its subsidiaries has open audits in various states. The Company is routinely under audit by federal, foreign, and state tax authorities in the areas of income, franchise, sales and use, and other types of taxes. These audits include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, foreign, and state tax laws. In evaluating the exposure associated with various tax filing positions, the Company accrues charges for probable exposures as well as the interest related to those exposures.

      The provision (benefit) for income taxes results in effective tax rates different from the statutory rates. The following is reconciliation between the statutory U.S. federal income tax rate and the Company’s effective income tax rate:

	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2005			2004			2003
Statutory rate		35.0	%		35.0	%		35.0	%
State taxes		2.8			(5.9	)		(4.5	)
Change in valuation allowance		0.7			2.6			(3.8	)
Foreign tax rate differential		2.0			3.5			4.8
Prior year tax credits		(0.1	)		0.1			(6.9	)
Changes in tax laws and rates		—			17.0			—
Profit sharing expense		—			(2.8	)		(1.5	)
Inflation and exchange (losses) gains		0.0			(6.0	)		12.8
Other, net		(0.5	)		(5.1	)		(5.7	)
Total taxes		39.9	%		38.4	%		30.2	%

      Income (loss) before income taxes for the year ended December 31, 2005, 2004 and 2003 was $163.1 million, ($32.3) million, and ($23.7) million, respectively, for U.S. operations, and $(19.5) million, $17.2 million, and $9.4 million, respectively, for foreign operations. The Company has not provided U.S. deferred income taxes on the un-repatriated earnings of its foreign operations, except for Mexican subsidiaries. The earnings of the Mexican subsidiaries have been fully repatriated as of December 31, 2005. The earnings of other significant subsidiaries are not provided for at the

51

U.S. tax rate based on the determination that such earnings will be indefinitely reinvested. Undistributed earnings of the Company’s foreign subsidiaries were $5.5 million as of December 31, 2005. The Company has $12.3 million of foreign tax credit carryforwards which will expire between 2009 and 2015.

      On October 22, 2004, a new tax law, the American Jobs Creation Act of 2004 (the “Jobs Creation Act”) was signed by the President. Among other provisions, the Jobs Creation Act allows a deduction for income from qualified domestic production activities, which will be phased in from 2005 through 2010. The Company is currently evaluating the impact of the new law on its future taxable income. For financial reporting purposes, any deductions for qualified domestic production activities will be accounted for as a special deduction rather than as a rate reduction. Accordingly, any benefit from the deduction will be reported in the period in which the deduction is claimed on the Company’s tax return.

      During the fourth quarter of 2004, the Government of Mexico enacted a new tax law allowing for the deduction of profit sharing taxes that were not previously deducted and lowering the tax rate from 33.0% to 28.0% over the next three years. The benefit of this change was recognized in the fourth quarter.

      Also during the fourth quarter of 2004, the Government of Romania changed their tax rate from 25.0% to 16.0%. The benefit of the change in the tax rate was recognized in the fourth quarter.

      In September 2004, Romania ceased being considered a hyper-inflationary economy. Accordingly, deferred tax assets and liabilities were re-measured based upon the Romanian Leu as the functional currency instead of the U.S. Dollar. The impact of this re-measurement was recorded directly as a component of stockholders’ equity.

Note 12.  Employee Retirement Plans

      The Company sponsors defined benefit plans and defined contribution profit sharing plans which provide income and death benefits for eligible employees. The annual measurement date of the benefit obligations, fair value of plan assets and funded status is December 31. Effective January 1, 2005, the Company enhanced the existing profit sharing 401(k) plan to which the Company will contribute a guaranteed annual retirement contribution of up to 3.0 percent of the participating employees’ 401(k) eligible compensation. During 2004, the Company provided a one-time election for current employees to remain in the defined benefit plan or to begin receiving the new annual retirement contribution in the enhanced profit sharing 401(k) plan. All employees, hired after December 31, 2004, who would have been eligible to participate in the defined benefit plan, participate in the enhanced profit sharing 401(k) plan.

Actuarial Assumptions

	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2005			2004			2003
Assumptions used to determine benefit obligations at the annual measurement date were:
Obligation discount rate		5.75	%		6.00	%		6.25	%
Compensation increase rate		4.00	%		4.00	%		4.00	%
Assumptions used to determine net periodic benefit costs were:
Obligation discount rate		6.00	%		6.25	%		6.75	%
Long-term rate of return on plan assets		8.75	%		8.75	%		8.75	%
Compensation increase rate		4.00	%		4.00	%		4.00	%

      The expected long-term rate of return on plan assets is an assumption reflecting the anticipated weighted average rate of earnings on the portfolio over the long-term. To arrive at this rate, the Company developed estimates based upon the anticipated performance of the assets in its portfolio.

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Components of Net Periodic Pension Cost

	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2005			2004			2003
	(in millions)
Expense Components
Service cost	$	10.2		$	9.8		$	8.6
Interest		16.8			14.9			14.6
Expected return on assets		(17.2	)		(15.5	)		(12.9	)
Amortization and deferral		2.9			1.2			1.3
Profit sharing		5.6			3.5			2.8
Other		0.4			—			0.6
Net expense	$	18.7		$	13.9		$	15.0

Obligations and Funded Status

	Year Ended			Year Ended
	December 31,			December 31,
	2005			2004
	(in millions)
Projected Benefit Obligations
Beginning of year	$	252.3		$	238.4
Service cost		10.2			9.8
Interest		16.8			14.9
Benefits paid		(10.1	)		(7.9	)
Actuarial (gain) loss		34.2			(2.9	)
End of year	$	303.4		$	252.3
Plans’ Assets
Beginning of year	$	196.6		$	173.5
Actual return on assets		10.2			12.9
Employer contributions		7.6			18.1
Benefits paid		(10.1	)		(7.9	)
End of year	$	204.3		$	196.6
Consolidated Balance Sheet Components
Funded status	$	(99.1	)	$	(55.7	)
Unamortized transition asset		(0.4	)		(0.5	)
Unrecognized prior service cost		1.8			2.1
Unrecognized loss		87.7			49.6
Net obligation	$	(10.0	)	$	(4.5	)
Accrued	$	(60.3	)	$	(36.5	)
Intangible asset		1.7			1.8
Accumulated other comprehensive income (loss), net of tax		31.6			19.6
Deferred tax asset		17.0			10.6
Net accrued	$	(10.0	)	$	(4.5	)

      The accumulated benefit obligation for all defined benefit pension plans was $264.2 million in 2005 and $232.9 million in 2004.

      Information for pension plans with an accumulated benefit obligation in excess of plan assets:

	Year Ended		Year Ended
	December 31,		December 31,
	2005		2004
	(in millions)
Projected benefit obligation	$	303.4	$	252.3
Accumulated benefit obligation		264.2		232.9
Fair value of plan assets		204.3		196.6

Plan Assets

      The pension plan weighted-average asset allocation at year-end 2005 and 2004 and the range of target asset allocations are as follows:

					Percentage
					of Plan
					Assets at
		Range of			Year-End
		Target
		Allocation			2005			2004
Asset category:
	Equity securities		55-65	%		64	%		62	%
	Fixed income		35-45	%		36	%		38	%
	Total					100	%		100	%

      The Company’s pension investment strategies have been developed as part of a comprehensive asset/liability management process that considers the relationship between both the assets and liabilities of the plans. These strategies consider not only the expected risk and returns on plan assets, but also the actuarial projections of liabilities, projected contributions and funded status. The equity allocation is heavily weighted toward domestic large capitalized companies. There is also a lesser exposure to domestic small/mid cap companies, as well as, international equities. The fixed income allocation is equally split between a limited duration portfolio and a core plus portfolio that has a duration in-line with published bond indices. This asset mix is designed to meet the longer-term obligations of the Plan as projected by actuarial studies.

      The principal pension investment strategies include asset allocation and active asset management. The range of target asset allocations have been determined after giving consideration to the expected returns of each asset category, the expected performance of each asset category, the volatility of the asset returns over time and the complementary nature of the asset mix within the portfolio. Each asset category is managed by external money managers with the objective of

53

generating returns that exceed market-based benchmarks.

Cash Flows

      The Company expects to contribute approximately $21.4 million to its defined benefit plans during 2006.

      Benefit payments expected to be paid during the next ten years are as follows:

	Amounts
	(in millions)
2006	$	9.3
2007		9.8
2008		10.7
2009		11.6
2010		12.8
2011-2015		85.6

Note 13.  Stock Option Plan

      The Company’s 2004 Stock Option and Incentive Plan authorized 2,500,000 shares of common stock plus (i) shares covered by forfeited, expired, and canceled options granted under prior plans; (ii) shares tendered as full or partial payment for the purchase price of an award or to satisfy tax withholding obligations; and (iii) shares covered by an award settled in cash. At December 31, 2005, a total of 1,799,788 shares were available for issuance. The plan provides for the granting of nonqualified and incentive stock options having maximum ten-year terms to purchase common stock at its market value on the award date; stock appreciation rights based on common stock fair market values with settlement in common stock or cash; restricted stock; restricted stock units; and performance awards with settlement in common stock or cash on achievement of specific business objectives. Under previous plans, nonqualified and incentive stock options, restricted shares and restricted stock units were granted at their fair market values. Options become exercisable in various percentages over periods ranging up to five years.

      In connection with the Thrall merger, certain former employees of Thrall were granted a total of 160,000 options to purchase common stock at its market price on the date of the grant. These stock options, which were approved by the Board of Directors of the Company, were not granted under the Company’s Stock Option and Incentive Plan. At December 31, 2005, 2,000 of such options were outstanding and are included in the tables below.

Stock Options

	Year Ended
	December 31, 2005					December 31, 2004					December 31, 2003
				Weighted					Weighted					Weighted
				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding, beginning of year		3,808,537		$	25.53		4,361,090		$	25.08		4,567,900		$	26.46
Granted		186,550			27.24		442,950			28.43		747,986			17.12
Exercised		(1,240,289	)		22.02		(853,575	)		22.93		(410,069	)		22.45
Cancelled		(69,029	)		33.84		(141,928	)		36.44		(544,727	)		27.71
Outstanding, end of year		2,685,769		$	27.05		3,808,537		$	25.53		4,361,090		$	25.08
Exercisable		1,817,348		$	28.98		2,611,474		$	27.17		2,915,278		$	28.02

54

	December 31, 2005
	Outstanding Options
			Weighted Average				Exercisable Options
			Remaining						Weighted
			Contractual		Exercise				Average
Exercise Price Range	Shares		Life (Years)		Price		Shares		Price
$17.00 — $21.71		914,423		6.35	$	18.85		524,592	$	20.22
$22.40 — $26.91		671,503		4.57		24.79		500,453		24.09
$27.81 — $36.70		671,443		6.11		29.23		363,903		29.84
$37.56 — $53.00		428,400		2.52		44.68		428,400		44.68
		2,685,769		5.23	$	27.05		1,817,348	$	28.98

Restricted Stock

      The fair value of restricted shares and restricted stock units at the date of grant is amortized to expense ratably over the restriction period.

	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2005			2004			2003
Shares awarded		446,640			406,400			356,885
Shares cancelled		(32,910	)		(52,505	)		—
Share restriction removed		(100,927	)		(212,780	)		(31,800	)
Outstanding		1,305,823			993,020			851,905
Grant date fair value per share	$	27.82		$	28.74		$	18.69

Note 14.  Series B Redeemable Convertible Preferred Stock

      In June 2003 the Company issued 600 shares of Series B Redeemable Convertible Preferred Stock. Each Share of Series B preferred stock has an initial liquidation value of $100,000 per share. Each share of Series B preferred stock may be converted at any time at the option of the holder into shares of the Company’s common stock, based on the initial conversion price of $22.46 per share, which is the equivalent to 4,452 shares of common stock for each $100,000 initial liquidation preference. Holders of the Series B preferred stock are entitled to receive dividends payable semi-annually, on July 1 and January 1 of each year, beginning January 1, 2004 at an annual rate of 4.5% of the liquidation preference. The Company may, at its option, pay dividends either in cash or in shares of our common stock at the then current market price. All dividends paid through February 2006 have been paid in cash. The Series B preferred stock has been classified outside the Stockholders’ Equity section because there is not absolute assurance that the number of authorized and un-issued common shares would be adequate to redeem the Series B preferred stock. At December 31, 2005, the number of shares authorized and un-issued would be adequate to redeem the Series B preferred stock as long as the market value of our common stock was at least $1.37 per share. In February 2006, the Company notified the holder of the Series B preferred stock that it was converting the 600 shares of Series B preferred stock into 2,671,415 shares of the Company’s common stock. The Series B preferred stock did convert in February 2006. As the Series B preferred stock was already treated as if converted in the calculation of diluted net income applicable to common shareholders, there is no impact on reported diluted net income applicable to common shareholders.

Note 15.  Stockholders’ Equity

      The Company has a Stockholder’s Rights Plan. On March 11, 1999, the Board of Directors of the Company declared a dividend distribution of one right for each outstanding share of the Company’s common stock, $1.00 par value, to stockholders of record at the close of business on April 27, 1999. Each right entitles the registered holder to purchase from the Company one one-hundredth (¹/100) of a share of Series A Preferred Stock at a purchase price of $200.00 per one one-hundredth (¹/100) of a share, subject to adjustment. The rights are not exercisable or detachable from the common stock until ten business days after a person or group acquires beneficial ownership of fifteen-percent or more of the Company’s common stock or if a person or group commences a tender or exchange offer upon consummation of which that person or group would beneficially own fifteen-percent or more of the common stock. The Company will generally be entitled to redeem the rights at $0.01 per right at any time until the first public announcement that a fifteen-percent position has been acquired. If any person or group becomes a

55

beneficial owner of fifteen-percent or more of the Company’s common stock, each right not owned by that person or related parties enables its holder to purchase, at the right’s purchase price, shares of the Company’s common stock having a calculated value of twice the purchase price of the right.

      In connection with the Thrall merger, the Company adopted an amendment to the Rights Plan which generally permits the former stockholders of Thrall and its affiliates to beneficially own in excess of fifteen-percent of the Company’s common stock without triggering the Plan as described above provided such persons hold the stock in compliance with a stockholders’ agreement entered into in connection with the acquisition.

Note 16.  Net Income (Loss) Applicable to Common Shareholders

      Basic net income (loss) applicable to common shareholders per common share is computed by dividing net income (loss) less dividend requirements on the Series B preferred stock by the weighted average number of common shares outstanding for the period. Except when the effect would be anti-dilutive, the calculation of diluted net income applicable to common shareholders includes the impact of shares that could be issued under outstanding stock options as well as common shares that would be issued at the conversion of the Series B preferred stock. In addition, the Series B preferred stock dividends are added back to income assuming the Series B preferred stock is converted into common stock. The number of anti-dilutive options for the year ended December 31, 2005 was 0.6 million. The Series B preferred stock was anti-dilutive for the years ended December 31, 2004 and 2003, and therefore, not considered in the diluted net income (loss) per common share calculation.

      The computation of basic and diluted net income (loss) applicable to common shareholders follows:

		Year Ended December 31, 2005
					Avg. Shares		Earnings
		Income (Loss)			Outstanding		per share
		(in millions, except per share amounts)
Net income (loss)		$	86.3
Less: dividends on Series B preferred stock			(3.2	)
Net income (loss) applicable to common shareholders — basic			83.1			47.3	$	1.76
Effect of dilutive securities:
	Stock options		—			1.1
	Series B preferred stock		3.2			2.7
Net income (loss) applicable to common shareholders — diluted		$	86.3			51.1	$	1.69

		Year Ended December 31, 2004
							Earnings
					Avg. Shares		per
		Income (loss)			Outstanding		Share
		(in millions, except per share amounts)
Net Income (loss)		$	(9.3	)
Less: dividends on Series B preferred stock			(3.1	)
Net income (loss) applicable to common shareholders — basic			(12.4	)		46.5	$	(0.27	)
Effect of dilutive securities:
	Stock options		—			—
	Series B preferred stock		—			—
Net Income (loss) applicable to common shareholders — diluted		$	(12.4	)		46.5	$	(0.27	)

		Year Ended December 31, 2003
							Earnings
					Avg. Shares		per
		Income (Loss)			Outstanding		Share
		(in millions, except per share amounts)
Year Ended December 31, 2003
Net Income (loss)		$	(10.0	)
Less: dividends on Series B preferred stock			(1.6	)
Net income (loss) applicable to common shareholders — basic			(11.6	)		45.6	$	(0.25	)
Effect of dilutive securities:
	Stock options		—			—
	Series B preferred stock		—			—
Net Income (loss) applicable to common shareholders — diluted		$	(11.6	)		45.6	$	(0.25	)

56

Note 17.  Commitments and Contingencies

Barge Litigation

      At January 1, 2005, the Company and its wholly owned subsidiary, Trinity Marine Products, Inc. (“TMP”), and certain material suppliers and others, were co-defendants in four separate lawsuits alleging the same or similar causes of action related to the coatings applied to barges manufactured by TMP. The following three cases have been settled or agreed to settle. In the first quarter of 2005, the Company agreed to settle the J. Russell Flowers, Inc. case. Trinity Marine Leasing, Inc. (the Company’s barge leasing subsidiary) agreed to acquire up to 54 hopper barges from Flowers and Flowers agreed to pay in full its outstanding receivable to TMP. Additionally, the LeBeouf Bros. Towing Co., Inc. case was settled with Trinity Marine Leasing, Inc. entering into a sale and lease-back agreement for a limited number of LeBeouf tank barges coupled with a sale by TMP to LeBeouf of a like number of new tank barges. In the second quarter of 2005, the Company settled with Marquette Transportation in the Marquette case (the “Marquette Settlement”). The Marquette Settlement involved 84 hopper barges sold at an average price of approximately $280,000. The Company’s settlement with Marquette involves both Marquette’s purchase of 100 new hopper barges and 20 cover sets from TMP, such barges and cover sets to be manufactured in 2005 and 2006, and the payment by TMP of a portion of Marquette’s expenses. The Company and Marquette have retained their cross-claims and other claims, respectively, against other defendants in the Marquette litigation. The fourth case, filed by Waxler Transportation, remains active. In the Waxler case, the plaintiff has petitioned the court for certification of a class which, if certified by the court, could significantly increase the total number of barges at issue in the case. Absent certification of the class, the current class representative owns four tank barges on which allegedly defective coatings were applied. These four barges were sold at an approximate average price of $1.4 million. Legal counsel for the Company and TMP has advised that factual disputes exist regarding the legal merits of class certification. Discovery is underway in Waxler but no date has been set for class certification or trial. Independent experts investigating the claims for the Company have opined that the plaintiffs’ assertion the coating applied to the barges is a food source for microbiologically influenced corrosion is without merit. The Company and TMP are defending the Waxler case vigorously.

      In a separate action, the Company and TMP filed for declaratory judgment to determine the Company’s and TMP’s obligation for coatings applied to 65 tank barges and TMP’s rights and remedies under an insurance policy applicable to the barges in which TMP was named as an additional insured. During mediation in April 2005 the action was partially settled between the Company, TMP, and one of the defendants who owned 42 of the barges. In connection with this partial settlement the Company and TMP received an assignment of rights from the settling defendant with respect to insurance proceeds. The action is pending as to the other defendants involving 23 of the barges.

      For the settlement agreements noted above and unrelated barge warranty matters, $3.3 million was expensed during the first quarter of 2005.

Other Litigation

      A subsidiary of the Company, Transit Mix Concrete and Materials Company, Inc. (“Transit Mix”), is named as a defendant in a case involving the death of an employee of an independent contractor who was working at a Transit Mix facility. Following a jury verdict in favor of the plaintiff, the presiding judge entered a final judgment that, together with fees, costs, and judgment interest, now totals $42.5 million. This case has been appealed by Transit Mix and its insurers. Management believes liability in this case, if any, exceeding $3.0 million, will be covered by insurance.

      The Company is also involved in other claims and lawsuits incidental to its business. Based on information currently available, it is management’s opinion that the ultimate outcome of all current litigation and other claims, including settlements, in the aggregate will not have a material adverse effect on the Company’s overall financial condition for purposes of financial reporting. However, resolution of certain claims or lawsuits by settlement or otherwise could have a significant impact on the operating results of the reporting period in which such resolution occurs.

      The Company is subject to federal, state, local, and foreign laws and regulations relating to the environment and to the workplace. The Company

57

believes that it is currently in substantial compliance with such laws and regulations.

      The Company is involved in various proceedings relating to environmental matters. The Company has reserved $10.6 million to cover probable and estimable liabilities of the Company with respect to investigation, assessment, and remedial response to such matters, taking into account currently available information and the Company’s contractual rights to indemnification and other recourse to third parties. However, estimates of future remedial response costs are necessarily imprecise. Accordingly, there can be no assurance that the Company will not become involved in future environmental litigation or other proceedings or, if the Company were found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company.

Other Commitments

      Non-cancelable purchase obligations, primarily for steel purchases and railcar specialty components, are $425.4 million in 2006 and $0.3 million in 2007.

Note 18.  Financial Statements for Guarantors of the Senior Notes

      On March 10, 2004, $300 million of Senior Notes due 2014 were issued by Trinity Industries, Inc. (Parent) which includes the corporate operations and certain operations of the Construction Products Group and the Energy Equipment Group. The Senior Notes are fully and unconditionally and jointly and severally guaranteed by certain of Trinity’s wholly owned subsidiaries: Transit Mix Concrete & Material Company, Trinity Industries Leasing Company, Trinity Marine Products, Inc., Trinity Rail Group, LLC, Thrall Trinity Freight Car, Inc., Trinity Tank Car, Inc., and Trinity Rail Components and Repair, Inc. No other subsidiaries guarantee the Senior Notes. As of December 31, 2005 assets held by the non guarantor subsidiaries include $73.9 million of restricted assets that are not available for distribution to the Parent, $340.4 million of assets securing certain debt owed by the non-guarantor subsidiaries, and $280.3 million of assets located in foreign locations.

      The following financial information presents condensed consolidated balance sheets, statements of income and statements of cash flows for Trinity Industries, Inc., its guarantor subsidiaries and non guarantor subsidiaries. The information is presented on the basis of Trinity Industries, Inc. accounting for its ownership of its wholly owned subsidiaries using the equity method of accounting. Inter-company transactions of goods and services between the guarantor and non guarantor subsidiaries are presented as transfers. The following represents the supplemental consolidated condensed financial information of Trinity Industries, Inc., the issuer of the Senior Notes, and its guarantor and non guarantor subsidiaries, as of December 31, 2005, and 2004, and for the years ended December 31, 2005, 2004 and 2003.

58

Statement of Operations

For the Year Ended December 31, 2005

					Combined			Combined Non
					Guarantor			Guarantor
		Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
		(in millions)
Revenues		$	465.7		$	1,631.7		$	969.0		$	(164.4	)	$	2,902.0
Cost of revenues			460.7			1,404.9			834.8			(164.4	)		2,536.0
Selling, engineering and administrative expenses			68.4			88.7			38.5			—			195.6
			529.1			1,493.6			873.3			(164.4	)		2,731.6
Operating profit (loss)			(63.4	)		138.1			95.7			—			170.4
Other (income) expense:
	Interest income		0.7			(4.7	)		0.7			—			(3.3	)
	Interest expense		33.8			17.0			(8.6	)		—			42.2
	Equity in earnings of subsidiaries		(149.5	)		(16.3	)		—			165.8			—
	Other, net		(7.0	)		(4.9	)		(0.2	)		—			(12.1	)
			(122.0	)		(8.9	)		(8.1	)		165.8			26.8
Income (loss) before income taxes			58.6			147.0			103.8			(165.8	)		143.6
Provision (benefit) for income taxes:
	Current		(51.6	)		50.1			39.9			—			38.4
	Deferred		23.9			3.8			(8.8	)		—			18.9
			(27.7	)		53.9			31.1			—			57.3
Net income (loss)		$	86.3		$	93.1		$	72.7		$	(165.8	)	$	86.3

Statement of Operations

For the Year Ended December 31, 2004

					Combined			Combined Non
					Guarantor			Guarantor
		Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
		(in millions)
Revenues		$	298.1		$	1,243.5		$	746.9		$	(90.4	)	$	2,198.1
Cost of revenues			247.2			1,113.7			745.3			(90.4	)		2,015.8
Selling, engineering and administrative expenses			50.1			73.3			44.8			—			168.2
			297.3			1,187.0			790.1			(90.4	)		2,184.0
Operating profit (loss)			0.8			56.5			(43.2	)		—			14.1
Other (income) expense:
	Interest income		2.3			(4.3	)		(8.1	)		—			(10.1	)
	Interest expense		39.4			22.7			(19.3	)		—			42.8
	Equity in earnings of subsidiaries		(9.5	)		(13.0	)		—			22.5			—
	Other, net		(2.2	)		(1.2	)		(0.1	)		—			(3.5	)
			30.0			4.2			(27.5	)		22.5			29.2
Income (loss) before income taxes			(29.2	)		52.3			(15.7	)		(22.5	)		(15.1	)
Provision (benefit) for income taxes:
	Current		(39.2	)		51.9			(13.6	)		—			(0.9	)
	Deferred		19.3			(31.0	)		6.8			—			(4.9	)
			(19.9	)		20.9			(6.8	)					(5.8	)
Net income (loss)		$	(9.3	)	$	31.4		$	(8.9	)	$	(22.5	)	$	(9.3	)

59

Statement of Operations

For the Year Ended December 31, 2003

					Combined			Combined Non
					Guarantor			Guarantor
		Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
		(in millions)
Revenues		$	210.5		$	691.9		$	561.3		$	(30.9	)	$	1,432.8
Cost of revenues			169.1			606.8			526.8			(30.9	)		1,271.8
Selling, engineering and administrative expenses			48.8			57.8			41.0			—			147.6
			217.9			664.6			567.8			(30.9	)		1,419.4
Operating profit (loss)			(7.4	)		27.3			(6.5	)		—			13.4
Other (income) expense:
	Interest income		(0.8	)		(0.9	)		1.0			—			(0.7	)
	Interest expense		32.8			19.5			(17.4	)		—			34.9
	Equity in earnings of subsidiaries		(15.2	)		—			—			15.2			—
	Other, net		(3.8	)		(1.7	)		(1.0	)		—			(6.5	)
			13.0			16.9			(17.4	)		15.2			27.7
Income (loss) before income taxes			(20.4	)		10.4			10.9			(15.2	)		(14.3	)
Provision (benefit) for income taxes:
	Current		11.6			(14.6	)		(11.4	)		—			(14.4	)
	Deferred		(22.0	)		18.2			13.9			—			10.1
			(10.4	)		3.6			2.5						(4.3	)
Net income (loss)		$	(10.0	)	$	6.8		$	8.4		$	(15.2	)	$	(10.0	)

Balance Sheet

December 31, 2005

				Combined			Combined Non
				Guarantor			Guarantor
		Parent		Subsidiaries			Subsidiaries		Eliminations			Consolidated
		(in millions)
Assets:
	Cash	$	110.8	$	0.3		$	39.8	$	—		$	150.9
	Receivables, net		49.7		115.3			85.1		—			250.1
	Inventory		58.4		238.8			147.0		—			444.2
	Property, plant, and equipment, net		46.9		399.2			675.0		—			1,121.1
	Investments in subsidiaries/inter-company receivable (payable), net		1,318.1		(215.4	)		39.6		(1,142.3	)		—
	Goodwill and other assets		194.7		366.9			173.1		(114.5	)		620.2
		$	1,778.6	$	905.1		$	1,159.6	$	(1,256.8	)	$	2,586.5
Liabilities:
	Accounts payable and accrued liabilities	$	258.8	$	218.1		$	159.6	$	(6.6	)	$	629.9
	Debt		301.5		131.2			256.3		—			689.0
	Deferred income		31.9		2.8			10.5		—			45.2
	Other liabilities		13.3		138.4			5.5		(107.9	)		49.3
Redeemable convertible preferred stock			58.7		—			—		—			58.7
Total stockholders’ equity			1,114.4		414.6			727.7		(1,142.3	)		1,114.4
		$	1,778.6	$	905.1		$	1,159.6	$	(1,256.8	)	$	2,586.5

60

Balance Sheet

December 31, 2004

				Combined			Combined Non
				Guarantor			Guarantor
		Parent		Subsidiaries			Subsidiaries		Eliminations			Consolidated
		(in millions)
Assets:
	Cash	$	138.3	$	0.4		$	43.6	$	—		$	182.3
	Receivables, net		57.1		98.1			59.0		—			214.2
	Inventory		58.4		200.5			143.4		—			402.3
	Property, plant, and equipment, net		51.4		374.8			384.7		—			810.9
	Investments in subsidiaries/inter-company receivable (payable), net		1,181.8		(260.3	)		60.3		(981.8	)		—
	Goodwill and other assets		173.6		354.5			175.4		(103.0	)		600.5
		$	1,660.6	$	768.0		$	866.4	$	(1,084.8	)	$	2,210.2
Liabilities:
	Accounts payable and accrued liabilities	$	219.8	$	154.4		$	137.5	$	—		$	511.7
	Debt		304.5		170.0			43.5		—			518.0
	Deferred income		33.5		3.0			10.7		—			47.2
	Other liabilities		31.7		119.1			14.4		(103.0	)		62.2
Redeemable convertible preferred stock			58.2		—			—		—			58.2
Total stockholders’ equity			1,012.9		321.5			660.3		(981.8	)		1,012.9
		$	1,660.6	$	768.0		$	866.4	$	(1,084.8	)	$	2,210.2

61

Statement of Cash Flows

For the Year Ended December 31, 2005

							Combined			Combined Non
							Guarantor			Guarantor
				Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
				(in millions)
Operating activities:
	Net income (loss)			$	86.3		$	93.1		$	72.7		$	(165.8	)	$	86.3
	Adjustments to reconcile net income (loss) to net cash provided (required) by operating activities:
		Depreciation and amortization			18.3			29.9			40.7			—			88.9
		Impairment of goodwill			—			—			2.3			—			2.3
		Impairment of property, plant and equipment			—			—			14.2			—			14.2
		Income tax benefit from employee stock options exercised			6.9			—			—			—			6.9
		Provision (benefit) for deferred income taxes			23.9			3.8			(8.8	)		—			18.9
		Gain on sales of property, plant, equipment and other assets			(4.0	)		(1.9	)		(1.5	)		—			(7.4	)
		Net transfers with subsidiaries			(141.6	)		(44.9	)		20.7			165.8			—
		Other			(5.0	)		(4.8	)		(5.0	)		—			(14.8	)
		Changes in assets and liabilities, net of effects from acquisitions:
			Decrease (increase) in receivables		7.4			(17.2	)		(26.1	)		—			(35.9	)
			Decrease (increase) in inventories		—			(42.1	)		(3.6	)		—			(45.7	)
			Increase in other assets		(4.9	)		(12.4	)		—			—			(17.3	)
			Increase in accounts payable and accrued liabilities		15.1			63.7			22.1			—			100.9
			(Decrease) increase in other liabilities		(39.1	)		15.5			(3.3	)		—			(26.9	)
Net cash (required) provided by operating activities					(36.7	)		82.7			124.4			—			170.4
Investing activities:
	Proceeds from sales of property, plant, equipment, and other assets				4.1			330.7			4.3			(291.7	)		47.4
	Capital expenditures — lease subsidiary				—			(345.8	)		(291.7	)		291.7			(345.8	)
	Capital expenditures — other				(7.4	)		(28.9	)		(53.6	)		—			(89.9	)
Net cash (required) provided by investing activities					(3.3	)		(44.0	)		(341.0	)		—			(388.3	)
Financing activities:
	Issuance of common stock				26.6			—			—			—			26.6
	Payments to retire debt				(2.9	)		(40.2	)		(6.1	)		—			(49.2	)
	Proceeds from issuance of debt				3.3			1.4			218.9			—			223.6
	Dividends paid to common shareholders				(11.8	)		—			—			—			(11.8	)
	Dividends paid to preferred shareholders				(2.7	)		—			—			—			(2.7	)
Net cash provided (required) by financing activities					12.5			(38.8	)		212.8			—			186.5
Net decrease in cash and cash equivalents					(27.5	)		(0.1	)		(3.8	)		—			(31.4	)
Cash and equivalents at beginning of period					138.3			0.4			43.6			—			182.3
Cash and equivalents at end of period				$	110.8		$	0.3		$	39.8		$	—		$	150.9

62

Statement of Cash Flows

For the Year Ended December 31, 2004

							Combined			Combined Non
							Guarantor			Guarantor
				Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
				(in millions)
Operating activities:
	Net income (loss)			$	(9.3	)	$	31.4		$	(8.9	)	$	(22.5	)	$	(9.3	)
	Adjustments to reconcile net income (loss) to net cash provided (required) by operating activities:
		Depreciation and amortization			15.3			34.4			37.5			—			87.2
		Income tax benefit from employee stock options exercised			2.9			—			—			—			2.9
		Provision (benefit) for deferred income taxes			19.3			(31.0	)		6.8			—			(4.9	)
		Gain on sales of property, plant, equipment and other assets			(4.4	)		(1.0	)		(0.3	)		—			(5.7	)
		Net transfers with subsidiaries			(124.8	)		(5.7	)		108.0			22.5			—
		Other			14.1			(17.3	)		(6.6	)		—			(9.8	)
		Changes in assets and liabilities, net of effects from acquisitions:
			Increase in receivables		(6.0	)		(0.6	)		(9.8	)		—			(16.4	)
			Increase in inventories		(38.6	)		(71.6	)		(33.1	)		—			(143.3	)
			Decrease (increase) in other assets		3.6			(0.1	)		(34.9	)		—			(31.4	)
			Increase (decrease) in accounts payable and accrued liabilities		37.7			(1.1	)		2.7			—			39.3
			Increase (decrease) in other liabilities		11.3			(2.5	)		2.9			—			11.7
Net cash (required) provided by operating activities					(78.9	)		(65.1	)		64.3			—			(79.7	)
Investing activities:
	Proceeds from sale/leaseback				—			—			212.3			—			212.3
	Proceeds from sales of property, plant, equipment, and other assets				9.8			256.2			23.8			(234.0	)		55.8
	Capital expenditures — lease subsidiary				—			(161.6	)		(236.4	)		234.0			(164.0	)
	Capital expenditures — other				(6.3	)		(14.2	)		(13.7	)		—			(34.2	)
	Payment for purchase of acquisitions, net of cash acquired				—			(15.7	)		—			—			(15.7	)
	Sale of investment in equity trust				—			—			8.5			—			8.5
Net cash provided (required) by investing activities					3.5			64.7			(5.5	)		—			62.7
Financing activities:
	Issuance of common stock				18.7			—			—			—			18.7
	Payments to retire debt				(177.4	)		(0.2	)		(124.0	)		—			(301.6	)
	Proceeds from issuance of debt				354.7			—			95.3			—			450.0
	Dividends paid to common shareholders				(11.1	)		—			—			—			(11.1	)
	Dividends paid to preferred shareholders				(2.7	)		—			—			—			(2.7	)
Net cash provided (required) by financing activities					182.2			(0.2	)		(28.7	)		—			153.3
Net increase (decrease) in cash and cash equivalents					106.8			(0.6	)		30.1			—			136.3
Cash and equivalents at beginning of period					31.5			1.0			13.5			—			46.0
Cash and equivalents at end of period				$	138.3		$	0.4		$	43.6		$	—		$	182.3

63

Statement of Cash Flows

For the Year Ended December 31, 2003

							Combined			Combined Non
							Guarantor			Guarantor
				Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
				(in millions)
Operating activities:
	Net income (loss)			$	(10.0	)	$	6.8		$	8.4		$	(15.2	)	$	(10.0	)
	Adjustments to reconcile net income (loss) to net cash provided (required) by operating activities:
		Depreciation and amortization			15.4			25.5			44.7			—			85.6
		Income tax benefit from employee stock options exercised			1.2			—			—			—			1.2
		Provision (benefit) for deferred income taxes			(22.0	)		18.2			13.9			—			10.1
		Gain on sales of property, plant, equipment, and other assets			(5.7	)		(1.6	)		(2.7	)		—			(10.0	)
		Net transfers with subsidiaries			160.4			(206.3	)		30.7			15.2			—
		Other			(1.0	)		(5.0	)		(1.6	)		—			(7.6	)
		Changes in assets and liabilities, net of effects from acquisitions:
			Decrease (increase) in receivables		4.4			(43.8	)		9.5			—			(29.9	)
			Decrease in tax receivables		50.0			—			—			—			50.0
			Decrease (increase) in inventories		7.8			(39.9	)		(12.6	)		—			(44.7	)
			Increase in other assets		(0.1	)		(1.1	)		(3.7	)		—			(4.9	)
			(Decrease) increase in accounts payable and accrued liabilities		(44.2	)		90.6			27.1			—			73.5
			(Decrease) increase in other liabilities		(115.5	)		134.4			(26.3	)		—			(7.4	)
Net cash provided (used) by operating activities					40.7			(22.2	)		87.4			—			105.9
Investing activities:
	Proceeds from sale/leaseback				—			—			200.0			—			200.0
	Proceeds from sales of property, plant, equipment and other assets				8.6			278.5			7.7			(243.2	)		51.6
	Capital expenditures — lease subsidiary				—			(237.6	)		(270.3	)		243.2			(264.7	)
	Capital expenditures — other				(2.6	)		(10.5	)		(7.1	)		—			(20.2	)
	Payment for purchase of acquisitions, net of cash acquired				—			(7.6	)		—			—			(7.6	)
Net cash provided (required) by investing activities					6.0			22.8			(69.7	)		—			(40.9	)
Financing activities:
	Issuance of common stock				9.0			—			—			—			9.0
	Issuance of redeemable preferred stock				57.6			—			—			—			57.6
	Payments to retire debt				(164.9	)		(2.2	)		(212.6	)		—			(379.7	)
	Proceeds from issuance of debt				90.6			—			195.4			—			286.0
	Dividends paid to common shareholders				(11.0	)		—			—			—			(11.0	)
Net cash required by financing activities					(18.7	)		(2.2	)		(17.2	)		—			(38.1	)
Net increase (decrease) in cash and cash equivalents					28.0			(1.6	)		0.5			—			26.9
Cash and equivalents at beginning of period					3.5			2.6			13.0			—			19.1
Cash and equivalents at end of period				$	31.5		$	1.0		$	13.5		$	—		$	46.0

64

Note 19.  Selected Quarterly Financial Data (Unaudited)

			Three Months			Three Months			Three Months			Three Months
			Ended			Ended			Ended			Ended
			March 31,			June 30,			September 30,			December 31,
			2005			2005			2005			2005
			(in millions except per share data)
Year ended December 31, 2005:
	Revenues		$	646.9		$	731.3		$	742.5		$	781.3
	Operating profit			17.9			43.5			58.9			50.1
	Net income			6.0			21.8			33.1			25.4
	Dividends on Series B preferred stock			(0.8	)		(0.8	)		(0.8	)		(0.8	)
	Net income applicable to common shareholder			5.2			21.0			32.3			24.6
	Net income per common share:
		Basic	$	0.11		$	0.45		$	0.68		$	0.51
		Diluted		0.11			0.43			0.65			0.49

			Three Months			Three Months			Three Months			Three Months
			Ended			Ended			Ended			Ended
			March 31,			June 30,			September 30,			December 31,
			2004			2004			2004			2004
			(in millions except per share data)
Year ended December 31, 2004:
	Revenues		$	454.9		$	548.7		$	567.2		$	627.3
	Operating profit (loss)			(6.5	)		14.3			3.8			2.5
	Net income (loss)			(10.8	)		3.6			0.9			(3.0	)
	Dividends on Series B preferred stock			(0.8	)		(0.7	)		(0.8	)		(0.8	)
	Net income (loss) applicable to common shareholder			(11.6	)		2.9			0.1			(3.8	)
	Net income (loss) per common share:
		Basic		(0.25	)	$	0.06		$	0.00		$	(0.08	)
		Diluted		(0.25	)		0.06			0.00			(0.08	)

65

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

      None

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures.

      The Company maintains controls and procedures designed to ensure that it is able to collect the information it is required to disclose in the reports it files with the SEC and to process, summarize and disclose this information within the time periods specified in the rules of the SEC. Based on an evaluation of the Company’s disclosure controls and procedures as of the end of the period covered by this report conducted by the Company’s management, with the participation of the Chief Executive and Chief Financial Officers, the Chief Executive and Chief Financial Officers believe that these controls and procedures are effective to ensure that the Company is able to collect, process and disclose the information it is required to disclose in the reports it files with the SEC within the required time periods.

Management’s Report on Internal Control over Financial Reporting.

      Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

      Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance, as opposed to absolute assurance, of achieving their internal control objectives.

      Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on our assessment, we believe that, as of December 31, 2005, the Company’s internal control over financial reporting is effective based on those criteria.

      Management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005, has been audited by Ernst & Young, LLP, the independent registered public accounting firm who also audited the Company’s consolidated financial statements. Ernst & Young’s attestation report on management’s assessment of the Company’s internal control over financial reporting appears on page 35 hereof.

Item 9B.      Other Information.

      None.

66

PART III

Item 10. Directors and Executive Officers of the Registrant.

      Information regarding the directors of the Company is incorporated by reference to the information set forth under the caption “Nominees” in the Company’s Proxy Statement for the 2006 Annual Meeting of Stockholders (the “2006 Proxy Statement”). Information relating to the executive officers of the Company is set forth in Part I of this report under the caption “Executive Officers of the Company.” Information relating to the Board of Directors’ determinations concerning whether at least one of the members of the Audit Committee is an “audit committee financial expert” as that term is defined under Item 401(h) of Regulation S-K is incorporated by reference to the information set forth under the caption “Corporate Governance” in the Company’s 2006 Proxy Statement. Information regarding the Company’s Audit Committee is incorporated by reference to the information set forth under the caption “Corporate Governance” in the Company’s 2006 Proxy Statement. Information regarding compliance with Section 16(a) of the Securities and Exchange Act of 1934 is incorporated by reference to the information set forth under the caption “Additional Information — Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s 2006 Proxy Statement.

      The Company has disclosed its Code of Business Conduct and Ethics on its website at www.trin.net under the caption “Investor Relations/ Governance.”

Item 11. Executive Compensation.

      Information regarding compensation of executive officers and directors is incorporated by reference to the information set forth under the captions “Compensation for Directors” and “Executive Compensation” in the Company’s 2006 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

      Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the Company’s 2006 Proxy Statement, under the caption “Security Ownership of Certain Beneficial Owners and Management.”

      The following table sets forth information about Trinity common stock that may be issued under all of Trinity’s existing equity compensation plans as of December 31, 2005.

Equity Compensation Plan Information

		(a)			(b)			(c)
								Number of Securities
		Number of Securities						Remaining Available for
		to be Issued			Weighted-Average			Future Issuance under
		Upon Exercise of			Exercise Price of			Equity Compensation
		Outstanding Options,			Outstanding Options,			Plans (Excluding Securities
		Warrants and Rights			Warrants and Rights			Reflected in Column (a))
Plan Category
Equity compensation plans approved by security holders
	Stock Options		2,683,769
	Restricted stock units		78,988
			2,762,757	(1)	$	26.28	(1)		1,799,788
Equity compensation plans not approved by security holders			2,000	(2)(3)	$	24.67			—
	Total		2,764,757		$	26.28			1,799,788

(1)  Includes 78,988 shares of common stock issuable upon the vesting and conversion of restricted stock units. The restricted stock units do not have an exercise price.

67

(2)

Includes 2,000 shares of common stock subject to options pursuant to stock option agreements entered into with seven former Thrall employees as an inducement to their accepting employment with the Company in connection with the Thrall merger in October of 2001. The terms of the stock option agreements are consistent with the basic terms of the Company’s Stock Option and Incentive Plan and provide for an exercise price based on the fair market value of the Company’s Common Stock on the date of the award, vesting equally over a three year period, and cancellation of the options upon early termination of employment, adjustments for changes in capitalization, and provide no right to continued employment.

(3)

Excludes information regarding the Trinity Deferred Plan for Director Fees. This plan permits the deferral of the payment of the annual retainer fee and board and committee meeting fees. At the election of the participant, the deferred fees may be converted into phantom stock units with a fair market value equal to the value of the fees deferred, and such phantom stock units are credited to the director’s account (along with the amount of any dividends or stock distributions). At the time a participant ceases to be a director, cash will be distributed to the participant. At December 31, 2005, 22,422 phantom stock units were credited to the accounts of participants. Also excludes information regarding the Trinity Industries Supplemental Profit Sharing Plan (“Supplemental Plan”) for certain of its highly compensated employees. Information about the Supplemental Plan is incorporated herein by reference from the Company’s 2006 Proxy Statement, under the caption “Executive Compensation — Retirement Plans.” At December 31, 2005, 37,914 stock units were credited to the accounts of participants under the Supplemental Plan.

Item 13. Certain Relationships and Related Transactions.

      Information regarding certain relationships and related transactions with director nominees is incorporated by reference to the information set forth under the captions “Compensation Committee Interlocks and Insider Participation” in the Company’s 2006 Proxy Statement.

Item 14. Principal Accountant Fees and Services.

      Information regarding principal accountant fees and services is incorporated by reference to the information set forth under the captions “Fees to Independent Auditors for Fiscal 2005 and 2004” in the Company’s 2006 Proxy Statement.

68

PART IV

Item 15. Exhibits and Financial Statement Schedules.

      (a) (1) Financial Statements.

      See Item 8.

      (2) Financial Statement Schedules.

      For the years ended December 31, 2005, 2004, and 2003

      II — Allowance for Doubtful Accounts

      (3) Exhibits.

      See Index to Exhibits for a listing of Exhibits which are filed herewith or incorporated herein by reference to the location indicated.

69

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We consent to the incorporation by reference in Post-Effective Amendment No. 3 to the Registration Statement (Form S-8, No. 2-64813), Post-Effective Amendment No. 1 to the Registration Statement (Form S-8, No. 33-10937), Registration Statement (Form S-8, No. 33-35514), Registration Statement (Form S-8, No. 33-73026), Registration Statement (Form S-8, No. 333-77735), Registration Statement (Form S-8, No. 333-91067), Registration Statement (Form S-3, No. 333-84618), Registration Statement (Form S-8, No. 333-85588), Registration Statement (Form S-8, No. 333-85590), Registration Statement (Form S-3, No. 333-96921), Registration Statement (Form S-8, No. 333-114854), and Registration Statement (Form S-8, No. 333-115376 of Trinity Industries, Inc. and Subsidiaries and in the related Prospectuses of our reports dated March 1, 2006 with respect to the consolidated financial statements and schedule of Trinity Industries, Inc. and Subsidiaries, Trinity Industries, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Trinity Industries, Inc. and Subsidiaries included in this Annual Report (Form 10-K) for the year ended December 31, 2005.

/s/ Ernst & Young LLP

Dallas, Texas

March 1, 2006

70

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

  Trinity Industries, Inc.

      We have audited the consolidated financial statements of Trinity Industries, Inc. as of December 31, 2005, and for each of the three years in the period ended December 31, 2005 and have issued our report thereon dated March 1, 2006. Our audits also included the financial statement schedule of Trinity Industries, Inc. and Subsidiaries listed in Item 14(a). This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits.

      In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Dallas, Texas

March 1, 2006

71

SCHEDULE II

Trinity Industries, Inc. and Subsidiaries

Allowance For Doubtful Accounts

Years Ended December 31, 2005, 2004, and 2003

(in millions)

			Additions
	Balance at		Charged to		Accounts		Balance
	Beginning		Costs and		Charged		at End of
	of Period		Expenses		Off		Period
Year Ended December 31, 2005	$	6.4	$	1.2	$	1.8	$	5.8
Year Ended December 31, 2004	$	7.7	$	1.0	$	2.3	$	6.4
Year Ended December 31, 2003	$	8.3	$	1.3	$	1.9	$	7.7

72

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRINITY INDUSTRIES, INC.
Registrant By /s/ William A. McWhirter II
William A. McWhirter II
Vice President and Chief Financial Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons of the Company and in the capacities and on the dates indicated:

Directors:

/s/ Rhys J. Best
Rhys J. Best

Director
March 2, 2006

/s/ David W. Biegler
David W. Biegler
Director
March 2, 2006

/s/ Craig J. Duchossois
Craig J. Duchossois
Director
March 2, 2006

/s/ Ronald J. Gafford
Ronald J. Gafford
Director
March 2, 2006

/s/ Barry J. Galt
Barry J. Galt
Director
March 2, 2006

/s/ Clifford J. Grum
Clifford J. Grum
Director
March 2, 2006

/s/ Ron W. Haddock
Ron W. Haddock
Director
March 2, 2006 Directors (Continued):
/s/ Jess T. Hay
Jess T. Hay
Director
March 2, 2006


Diana S. Natalicio
Director
March 2, 2006

Principal Executive Officer:

/s/ Timothy R. Wallace
Timothy R. Wallace
Chairman, President,
Chief Executive Officer, and Director
March 2, 2006

Principal Financial Officer:

/s/ William A. McWhirter II
William A. McWhirter II
Vice President and Chief Financial Officer
March 2, 2006

Principal Accounting Officer:

/s/ Charles Michel
Charles Michel
Vice President, Controller,
and Chief Accounting Officer
March 2, 2006

Trinity Industries, Inc.

Index to Exhibits

(Item 14(a))

NO.			DESCRIPTION
	(1	.1)	Purchase Agreement dated as of March 5, 2004 by and among Trinity Industries, Inc., certain subsidiary guarantors party thereto and J.P. Morgan Securities Inc., as Representative of the Initial Purchasers (incorporated by reference to Exhibit 1.1 of Registration Statement No. 333-117526 filed July 21, 2004).
	(1	.2)	Amendment No. 1 to purchase Agreement dated as of March 9, 2004 by and among Trinity Industries, Inc., certain subsidiary guarantors party thereto and J.P. Morgan Securities Inc., as Representative of the Initial Purchasers, amending the Purchase Agreement dated as of March 5, 2004 (incorporated by reference to Exhibit 12 of Registration Statement No. 333-117526 filed July 21, 2004).
	(3	.1)	Certificate of Incorporation of Trinity Industries, Inc., as amended (incorporated by reference to Form 10-K filed March 20, 2002).
	(3	.2)	By-Laws of Trinity Industries, Inc., as amended September 7, 2005 (incorporated by reference to Exhibit 3.2 to our quarterly report on Form 10-Q for period ended September 30, 2005).
	(3	.3)	Certificate of Incorporation of Transit Mix Concrete & Materials Company, as amended (incorporated by reference to Exhibit 3.3 of Registration Statement No. 333-117526 filed July 21, 2004).
	(3	.4)	By-Laws of Transit Mix Concrete & Materials Company (incorporated by reference to Exhibit 3.4 of Registration Statement No. 333-117526 filed July 21, 2004).
	(3	.5)	Certificate of Incorporation of Trinity Industries Leasing Company (incorporated by reference to Exhibit 3.5 of Registration Statement No. 333-117526 filed July 21, 2004).
	(3	.6)	By-Laws of Trinity Industries Leasing Company (incorporated by reference to Exhibit 3.6 of Registration Statement No. 333-117526 filed July 21, 2004).
	(3	.7)	Certificate of Incorporation of Trinity Marine Products, Inc., as amended (incorporated by reference to Exhibit of Registration Statement No. 333-117526 filed July 21, 2004).
	(3	.8)	By-Laws of Trinity Marine Products, Inc. (incorporated by reference to Exhibit 3.8 of Registration Statement No. 333-117526 filed July 21, 2004).
	(3	.9)	Certificate of Formation of Trinity Rail Group, LLC (incorporated by reference to Exhibit 3.9 of Registration Statement No. 333-117526 filed July 21, 2004).
	(3	.10)	Limited Liability Company Agreement of Trinity Rail Group, LLC (incorporated by reference to Exhibit 3.10 of Registration Statement No. 333-117526 filed July 21, 2004).
	(3	.11)	Certificate of Incorporation of Thrall Trinity Freight Car, Inc. (incorporated by reference to Exhibit 3.11 of Registration Statement No. 333-117526 filed July 21, 2004).
	(3	.12)	By-Laws of Thrall Trinity Freight Car, Inc. (incorporated by reference to Exhibit 3.12 of Registration Statement No. 333-117526 filed July 21, 2004).
	(3	.13)	Certificate of Incorporation of Trinity Tank Car, Inc. (incorporated by reference to Exhibit 3.13 of Registration Statement No. 333-117526 filed July 21, 2004).
	(3	.14)	By-Laws of Trinity Tank Car, Inc. (incorporated by reference to Exhibit 3.14 of Registration Statement No. 333-117526 filed July 21, 2004).
	(3	.15)	Certificate of Incorporation of Trinity Rail Components & Repair, Inc. (incorporated by reference to Exhibit 3.15 of Registration Statement No. 333-117526 filed July 21, 2004).
	(3	.16)	By-Laws of Trinity Rail Components & Repair, Inc. (incorporated by reference to Exhibit 3.16 of Registration Statement No. 333-117526 filed July 21, 2004).

NO.			DESCRIPTION
	(4	.1)	Specimen Common Stock Certificate of Trinity Industries, Inc. (incorporated by reference to Exhibit 4.1 of Registration Statement No. 333-117526 filed July 21, 2004).
	(4	.2)	Rights Agreement dated March 11, 1999 (incorporated by reference to our Form 8-A filed April 2, 1999).
	(4	.2.1)	Amendment No. 1 to the Rights Agreement dated as of August 12, 2001, amending the Rights Agreement dated as of March 11, 1999 by and between Trinity Industries, Inc. and the Bank of New York, as Rights Agent (incorporated by reference to Exhibit 2 to our Form 8-A/A filed August 22, 2001).
	(4	.2.2)	Amendment No. 2 to the Rights Agreement dated as of October 26, 2001, amending the Rights Agreement dated as of March 11, 1999 by and between Trinity Industries, Inc. and the Bank of New York, as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement, dated August 13, 2001 (incorporated by reference to Exhibit 4 to our Form 8-A/A filed October 31, 2001).
	(4	.2.3)	Amendment No. 3 to the Rights Agreement dated as of August 28, 2003, amending the Rights Agreement dated as of March 11, 1999 by and between Trinity Industries and the Bank of New York, as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement, dated August 13, 2001 and Amendment No. 2 to the Rights Agreement dated October 26, 2001 (incorporated by reference to Exhibit 4 to our Form 8-A/A filed May 19, 2005).
	(4	.2.4)	Amendment No. 4 to the Rights Agreement dated as of May 19, 2005, amending the Rights Agreement dated as of March 11, 1999 by and between Trinity Industries and the Bank of New York, as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement, dated August 13, 2001, Amendment No. 2 to the Rights Agreement dated October 26, 2001 and Amendment No. 3 to the Rights Agreement dated as of August 28, 2003 (incorporated by reference to Exhibit 5 to our Form 8-A/A filed May 19, 2005).
	(4	.3)	Registration Rights Amendment dated as of October 26, 2001 by and between Trinity Industries, Inc. and Thrall Car Management, Inc. (filed as an exhibit to Exhibit 10.21 below).
	(4	.4)	Pass Through Trust Agreement dated as of February 15, 2002 among Trinity Industries Leasing Company, Trinity Industries, Inc. and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to our Form 8-K filed February 19, 2002).
	(4	.4.1)	[A] Trust Indenture and Security Agreement dated as of February 15, 2002 among Trinity Industries Leasing Company, Trinity Industries, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.2 to our Form 8-K filed February 19, 2002).
	(4	.4.2)	[B] Trust Indenture and Security Agreement dated as of February 15, 2002 among Trinity Industries Leasing Company, Trinity Industries, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.3 to our Form 8-K filed February 19, 2002).
	(4	.4.3)	[C] Trust Indenture and Security Agreement dated as of February 15, 2002 among Trinity Industries Leasing Company, Trinity Industries, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.4 to our Form 8-K filed February 19, 2002).
	(4	.5)	Registration Rights Agreement dated as of March 10, 2004 by and among Trinity Industries, Inc., certain subsidiary guarantors party thereto and J.P. Morgan Securities, Inc., as Representative of the Initial Purchasers (incorporated by reference to Exhibit 4.5 of Registration Statement No. 333-117526 filed July 21, 2004).
	(4	.6)	Indenture dated as of March 10, 2004 by and between Trinity Industries, Inc., certain subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.6 of Registration Statement No. 333-117526 filed July 21, 2004).
	(4	.7)	Form of 61/2% Senior Note due 2014 of Trinity industries, Inc. (incorporated by reference to Exhibit 4.7 of Registration Statement No. 333-117526 filed July 21, 2004).

NO.			DESCRIPTION
	(10	.1.1)	Form of Amended and Restated Executive Severance Agreement, dated November 7, 2000, entered into between Trinity Industries, Inc. and Chief Executive Officer, each of the four most highly paid executive officers other than the Chief Executive Officer who were serving as executive officers at the end of the last completed fiscal year and other executive officers. (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2000).*
	(10	.1.2)	Form of Amended and Restated Executive Severance Agreement dated November 7, 2000, entered into between Trinity Industries, Inc. and certain executive officers and certain other subsidiary and divisional officers of Trinity Industries, Inc. (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly Period ended December 31, 2000).*
	(10	.2)	Trinity Industries, Inc. Directors’ Retirement Plan, as amended September 10, 1998 (incorporated by reference to Exhibit 10.2 of Registration Statement No. 333-117526 filed July 21, 2004).*
	(10	.2.1)	Amendment No. 2 to the Trinity Industries, Inc. Directors’ Retirement Plan (incorporated by reference to Exhibit 10.2.1 to our quarterly report on Form 10-Q for the quarterly period ended September 30, 2005).*
	(10	.2.2)	Amendment No. 3 to the Trinity Industries, Inc. Directors’ Retirement Plan (filed herewith).*
	(10	.3)	1993 Stock Option and Incentive Plan (incorporated by reference to Registration Statement No. 33-73026 filed December 15, 1993).*
	(10	.3.1)	Amendment No. 1 to the 1993 Stock Option and Incentive Plan (filed herewith).*
	(10	.3.2)	Amendment No. 2 to the 1993 Stock Option and Incentive Plan (filed herewith).*
	(10	.3.3)	Amendment No. 3 to the 1993 Stock Option and Incentive Plan (filed herewith).*
	(10	.3.4)	Amendment No. 4 to the 1993 Stock Option and Incentive Plan (filed herewith).*
	(10	.3.5)	Amendment No. 5 to the 1993 Stock Option and Incentive Plan (filed herewith).*
	(10	.4)	Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates as restated effective January 1, 2005 (filed herewith).*
	(10	.5)	Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates as restated effective January 1, 2000 (incorporated by reference to Exhibit 99.2 to our Form S-8 filed November 16, 1999).*
	(10	.5.1)	Correcting Amendment to Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates as restated effective January 1, 2000 (incorporated by reference to Exhibit 99.11 to our Form S-8 filed April 26, 2004).*
	(10	.5.2)	Amendment No. 1 to Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates as restated effective January 1, 2000 (incorporated by reference to Exhibit 99.12 to our Form S-8 filed April 26, 2004).*
	(10	.5.3)	Amendment No. 2 to Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates as restated effective January 1, 2000 (incorporated by reference to Exhibit 99.13 to our Form S-8 filed April 26, 2004).*
	(10	.5.4)	Amendment No. 3 to Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates as restated effective January 1, 2000 (incorporated by reference to Exhibit 99.14 to our Form S-8 filed April 26, 2004).*
	(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 (filed herewith).*
	(10	.6)	Trinity Industries, Inc. Supplemental Profit Sharing and Deferred Director Fee Trust dated March 31, 1999 (incorporated by reference to Exhibit 10.7 of Registration Statement No. 333-117526 filed July 21, 2004).*

NO.			DESCRIPTION
	(10	.6.1)	Amendment No. 1 to the Trinity Industries, Inc. Supplemental Profit Sharing and Deferred Director Fee Trust dated December 27, 2000 (incorporated by reference to Exhibit 10.7.1 of Registration Statement No. 333-117526 filed July 21, 2004).*
	(10	.7)	Supplemental Retirement Plan dated April 1, 1995, as amended by Amendment No. 1 dated September 14, 1995 and Amendment No. 2 dated May 6, 1997 (incorporated by reference to Exhibit 10.8 of Registration Statement No. 333-117526 filed July 21, 2004).*
	(10	.7.1)	Amendment No. 3 effective April 1, 1999 to the Supplemental Retirement Plan of Trinity Industries, Inc. (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004).*
	(10	.7.2)	Amendment No. 4 effective January 1, 2004 to the Supplemental Retirement Plan of Trinity Industries, Inc. (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004).*
	(10	.8)	Trinity Industries, Inc. Deferred Plan for Director Fees, as amended (incorporated by reference to Exhibit 10.9 of Registration Statement No. 333-117526 filed July 21, 2004).*
	(10	.8.1)	Amendment to Trinity Industries, Inc. Deferred Plan for Director Fees dated December 7, 2005 (filed herewith).*
	(10	.8.2)	Trinity Industries, Inc. 2005 Deferred Plan for Director Fees (filed herewith).*
	(10	.9)	Deferred Compensation Trust of Trinity Industries, Inc. and Certain Affiliates effective January 1, 2002 (incorporated by reference to Exhibit 10.10 of Registration Statement No. 333-117526 filed July 21, 2004).*
	(10	.10)	Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Registration Statement No. 333-77735 filed May 4, 1999).*
	(10	.10.1)	Amendment No. 1 to the Trinity Industries, Inc. 1998 Stock Option Plan and Incentive Plan (incorporated by reference to Exhibit 10.12.1 to our Form 10-K filed March 20, 2002).*
	(10	.10.2)	Amendment No. 2 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to 10.12.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001).*
	(10	.10.3)	Amendment No. 3 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (filed herewith).*
	(10	.10.4)	Amendment No. 4 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (filed herewith).*
	(10	.11)	Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (incorporated by reference to Exhibit 99.1 to the Form S-8 Registration Statement filed by Trinity Industries, Inc. on May 11, 2004).*
	(10	.11.1)	Form of Notice of Grant of Stock Options and Non-Qualified Option Agreement with Non-Qualified Stock Option Terms and Conditions as of September 8, 2004 (incorporated by reference to our Form 10-K filed March 9, 2005).*
	(10	.11.1.1)	Non-Qualified Stock Option Terms and Conditions as of December 6, 2005 (filed herewith).*
	(10	.11.2)	Form of Notice of Grant of Stock Options and Incentive Stock Option Agreement with the Incentive Stock Option Terms and Conditions as of September 8, 2004 (incorporated by reference to our Form 10-K filed March 9, 2005).*
	(10	.11.2.1)	Incentive Stock Option Terms and Conditions as of December 6, 2005 (filed herewith).*
	(10	.11.3)	Form of Restricted Stock Grant Agreement (filed herewith).*
	(10	.11.4)	Form of Non-Qualified Stock Option Agreement for Non-Employee Directors (incorporated by reference to our Form 10-K filed March 9, 2005).*
	(10	.11.5)	Form of Restricted Stock Unit Agreement for Non-Employee Directors (incorporated by reference to our Form 10-K filed March 9, 2005).*

NO.			DESCRIPTION
	(10	.11.6)	Amendment No. 1 to the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (filed herewith).*
	(10	.12)	Supplemental Retirement and Director Retirement Trust of Trinity Industries, Inc. (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004).*
	(10	.13)	Form of 2005 Deferred Compensation Plan and Agreement as amended and restated entered into between Trinity Industries, Inc. and certain officers of Trinity Industries, Inc. or its subsidiaries (filed herewith).*
	(10	.14)	Trinity Industries, Inc. Short-Term Management Incentive Plan (incorporated by reference to Exhibit A to our proxy statement dated June 19, 2000).*
	(10	.15)	Equipment Lease Agreement (TRL 1 2001-1A) dated as of May 17, 2001 between TRLI-1A Railcar Statutory Trust, lesser, and Trinity Rail Leasing I L.P., lessee (incorporated by reference to Exhibit 10.16 to our Form 10-K for the fiscal year ended March 31, 2001).
	(10	.15.1)	Participation Agreement (TRL 1 2001-1A) dated as of May 17, 2001 among Trinity Rail Leasing I L.P., lessee, et. al. (incorporated by reference to Exhibit 10.16.1 to our Form 10-K filed March 20, 2002).
	(10	.15.2)	Equipment Lease Agreement (TRL 1 2001-1B) dated as of July 12, 2001 between TRL 1 2001-1B Railcar Statutory Trust, lessor, and Trinity Rail Leasing I L.P., lessee (incorporated by reference to Exhibit 10.16.2 to our Form 10-K filed March 20, 2002).
	(10	.15.3)	Participation Agreement (TRL 1 2001-1B) dated as of May 17, 2001 among Trinity Rail Leasing I L.P., lessee, et. al. (incorporated by reference to Exhibit 10.16.3 to our Form 10-K filed March 20, 2002).
	(10	.15.4)	Equipment Lease Agreement (TRL 1 2001-1C) dated as if December 28, 2001 between TRL 1 2001-1C Railcar Statutory Trust, lessor, and Trinity Rail Leasing 1 L.P., lessee (incorporated by reference to Exhibit 10.16.4 to our Form 10-K filed March 20, 2002).
	(10	.15.5)	Participation Agreement (TRL 1 2001-1C) dated as of December 28, 2001 among Trinity Rail Leasing 1 L.P., lessee, et. al. (incorporated by reference to Exhibit 10.16.5 to our Form 10-K filed March 20, 2002).
	(10	.16)	Equipment Lease Agreement (TRL III 2003-1A) dated as of November 12, 2003 between TRL III-1A Railcar Statutory Trust, lessor, and Trinity Rail Leasing III L.P., lessee (incorporated by reference to Exhibit 10.10 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004).
	(10	.16.1)	Participation Agreement (TRL III 2003-1A) dated as of November 12, 2003 between TRL III-1A among Trinity Rail Leasing III L.P., lessee, et. al. (incorporated by reference to Exhibit 10.10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004).
	(10	.16.2)	Equipment Lease Agreement (TRL III 2003-1B) dated as of November 12, 2003 between TRL III-1B Railcar Statutory Trust, lessor, and Trinity Rail Leasing III L.P., lessee, (incorporated by reference to Exhibit 10.10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004).
	(10	.16.3)	Participation Agreement (TRL III 2003-1B) dated as of November 12, 2003 between TRL III-1B among Trinity Rail Leasing III L.P., lessee, et. al. (incorporated by reference to Exhibit 10.10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004).
	(10	.16.4)	Equipment Lease Agreement (TRL III 2003-1C) dated as of November 12, 2003 between TRL III-1C Railcar Statutory Trust, lessor, and Trinity Rail Leasing III L.P., lessee (incorporated by reference to Exhibit 10.10.4 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004).

NO.			DESCRIPTION
	(10	.16.5)	Participation Agreement (TRL III 2003-1C) dated as of November 12, 2003 between TRL III-1C among Trinity Rail Leasing III L.P., lessee, et. al. (incorporated by reference to Exhibit 10.10.5 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004).
	(10	.17)	Equipment Lease Agreement (TRL IV 2004-1A) between TRL IV 2004-1A Statutory Trust, lessor, and Trinity Rail Leasing IV L.P., lessee (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004).
	(10	.17.1)	Participation Agreement (TRL IV 2004-1A) among Trinity Rail Leasing IV, L.P., lessee, et. al (incorporated by reference to Exhibit 10.1.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004).
	(10	.18)	Amended and Restated Credit Agreement dated as of March 10, 2004 among Trinity Industries, Inc, as Borrower, JP Morgan Chase Bank, individually as a Lender and Issuing Bank and as Administrative Agent, and Dresdner Bank AG, New York and Grand Cayman Branches and The Royal Bank of Scotland plc., each individually as a Lender and collectively as Syndication Agents, and certain other Lenders party thereto from time to time (incorporated by reference to Exhibit 10.18 of Registration Statement No. 333-117526 filed July 21, 2004).
	(10	.18.1)	Second Amended and Restated Credit Agreement dated as of April 20, 2005 among Trinity Industries, Inc, as Borrower, JP Morgan Chase Bank, N.A., individually and as Issuing Bank and Administrative Agent, The Royal Bank of Scotland plc, Wachovia Bank, N.A., and Bank of America, N.A., each individually and as Syndication Agents, Dresdner Bank AG, Individually and as Documentation Agent, and certain other Lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q for the period ended June 30, 2005).
	(10	.19)	Warehouse Loan Agreement dated as of June 27, 2002 among Trinity Industries Leasing Company, Trinity Rail Leasing Trust II, the Borrower, Credit Suisse First Boston, New York Branch, as Agent, and the Lenders party thereto from time to time (incorporated by reference to Exhibit 10.2 to our Form 10-Q filed August 12, 2002).
	(10	.19.1)	Amendment No. 1 to the Warehouse Loan Agreement dated as of June 27, 2003, amending the Warehouse Loan Agreement dated June 27, 2002 (incorporated by reference to Exhibit 10.18.1 of our Form 10-Q filed November 6, 2003).
	(10	.19.2)	Amendment No. 2 to the Warehouse Loan Agreement dated as of July 29, 2003, amending the Warehouse Loan Agreement dated June 27, 2002 (incorporated by reference to Exhibit 10.18.2 of our Form 10-Q filed November 6, 2003).
	(10	.19.3)	Amendment No. 3 to the Warehouse Loan Agreement dated as of August 29, 2003, amending the Warehouse Loan Agreement dated June 27, 2002 (incorporated by reference to Exhibit 10.18.3 of our Form 10-Q filed November 6, 2003).
	(10	.19.4)	Amendment No. 4 to the Warehouse Loan Agreement, amending the Warehouse Loan Agreement dated June 27, 2002 (incorporated by reference to Exhibit 10.17.4 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004).
	(10	.19.5)	Amendment No. 5 to the Warehouse Loan Agreement, amending the Warehouse Loan Agreement dated June 27, 2002 (incorporated by reference to Exhibit 10.17.5 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004).
	(10	.19.6)	Amendment No. 6 to the Warehouse Loan Agreement, amending the Warehouse Loan Agreement dated June 27, 2002 (incorporated by reference to Exhibit 10.17.6 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004).
	(10	.19.7)	Amendment No. 7 to the Warehouse Loan Agreement, amending the Warehouse Loan Agreement dated June 27, 2002 (incorporated by reference to Exhibit 10.17.7 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004).

NO.			DESCRIPTION
	(10	.19.8)	Amendment No. 8 to the Warehouse Loan Agreement, amending the Warehouse Loan Agreement dated June 27, 2002 (incorporated by reference to Exhibit 10.19.8 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005).
	(10	.19.9)	Amendment No. 9 to the Warehouse Loan Agreement, amending the Warehouse Loan Agreement dated June 27, 2002 (incorporated by reference to Exhibit 10.19.9 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005).
	(10	.19.10)	Side Letter to the Warehouse Loan Agreement dated June 27, 2002 (incorporated by reference to Exhibit 10.19.10 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005).
	(10	.20)	Agreement and Plan of merger dated as of August 13, 2001 by and among Trinity Industries, Inc., TCMC Acquisition Corp., Thrall Car Manufacturing Company and Thrall Car Management Company, Inc. together with the form of Stockholder’s Agreement and Registration Rights Agreement attached thereto as exhibits (incorporated by reference to Exhibit 2.1 to our Form 8-K filed August 16, 2001).
	(10	.21)	Non-qualified Stock Option Agreement dated October 26, 2001 between Michael F. Flannery and the Company (incorporated by reference to Exhibit 10.20 to our Form 10-K for the fiscal year 2002).*
	(10	.22)	Executive Transition, Non-Compete and Release between the Company and Michael F. Flannery (incorporated by reference to our Form 10-K filed March 9, 2005).*
	(10	.23)	Retirement Transition Agreement between the Company and Jim S. Ivy (incorporated by reference to our Form 10-K filed March 9, 2005).*
	(10	.24)	Retirement Transition Agreement between the Company and John L. Adams (incorporated by reference to our Form 10-K filed March 9, 2005).*
	(10	.25)	Perquisite Plan beginning January 1, 2004 in which the Company’s Executive Officers participate (incorporated by reference to our Form 10-K filed March 9, 2005).*
	(12)		Computation of Ratio of Earnings to Fixed Charges (filed herewith).
	(21)		Listing of subsidiaries of Trinity Industries, Inc. (filed herewith).
	(23)		Consent of Ernst & Young LLP (contained on page 70 of this document and filed herewith).
	31	.1	Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer
	31	.2	Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer
	32	.1	Certification pursuant to 18U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32	.2	Certification pursuant to 18U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*  Management contracts and compensatory plan arrangements.

EX-10.2.2

Exhibit 10.2.2

AMENDMENT NO. 3
TRINITY INDUSTRIES, INC.
DIRECTORS’ RETIREMENT PLAN

     Pursuant to the provisions of Section 12 thereof, the Trinity Industries, Inc. Directors’ Retirement Plan (the “Plan”) is hereby amended effective as of December 15, 2005 in the following respects only:

     FIRST: A new Section 13 is added as follows:

     13. Notwithstanding anything in this Plan to the contrary, the interest in this Plan of each member of the Board of Directors as of December 15, 2005 who is not an employee of the Company and who has served as a director for ten or more years as of December 15, 2005 shall be terminated as of December 15, 2005 and each such director shall be paid before December 31, 2005 a lump sum as hereinafter provided. The lump sum payment shall be calculated by first determining an annual retainer projection by increasing the annual retainer in effect on December 15, 2005 of $40,000 by 4% for each year remaining between December 15, 2005 and May 15 of the year following such director’s 72^nd birthday (the “Projected Annual Retainer Factor”) and second, discounting ten years of payments of the Projected Annual Retainer back to December 15, 2005 using a present value discount factor of 5%.

     SECOND: A new Section 14 is added as follows:

     14. Notwithstanding anything in this Plan to the contrary, the interest in this Plan of each member of the Board of Directors as of December 15, 2005 who was elected to the Board prior to August 9, 2005, who is not an employee of the Company, and who has served on the Board less than ten years as of December 15, 2005 and therefore not 100% vested pursuant to Section 3 of this Plan (the “Remaining Directors”), shall be terminated and paid a lump sum on the earlier to occur of retirement, death, a Change of Control as defined by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or after ten full years of service on the Board (the “Date of Calculation”) based on the vesting schedule as provide in Section 3 as of the Date of Calculation. The lump sum payment shall be calculated by first determining the Projected Annual Retainer; second, determining the vesting percentage as provided in Section 3 of this Plan; and third, discounting the ten years of payments of the Projected Annual Retainer back to the Date of Calculation, using a present value discount factor of 5%. Upon a Change of Control as defined by Section 409A of the Code, the Remaining Directors shall become 100% vested.

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

     IN WITNESS WHEREOF, this Amendment has been executed as of this 7^th day of December, 2005.

TRINITY INDUSTRIES, INC.

BY:

Vice President and Corporate Secretary

EX-10.3.1

EXHIBIT 10.3.1

AMENDMENT NO. 1 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 amended by this Amendment No. 1, effective as of June 9, 1994, 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 9(c) of the Plan is hereby amended and restated as follows:

     (c) If the Optionee ceases to be an officer, director, or employee of the Company or any Affiliate by reason of the Optionee’s retirement, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited (i) in the case of an Incentive Stock Option, three (3) months after the date of the Optionee’s retirement and (ii) in the case of a Non-Qualified Stock Option, thirty-six (36)months after the date of the Optionee’s retirement; provided however, if the Optionee shall die during the applicable period provided under clause (i) or (ii), the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (12) months from the date of death to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

          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

EX-10.3.2

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

EX-10.3.3

EXHIBIT 10.3.3

AMENDMENT NO. 3 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 amended by this Amendment No. 3, effective as of July 16, 1997.

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

          24. Maximum Compensation of an Employee. Notwithstanding the foregoing provisions of this Plan, on and after July 16, 1997 the maximum number of Shares for which grants of stock options and Stock Appreciation Rights may be made to an employee in any fiscal year of the Company shall not exceed one-half of one percent (0.5%) of the total number of Shares of the Company outstanding on March 31, 1997, and the exercise price of any stock option or Stock Appreciation Right granted on and after July 16, 1997 shall in no event be less than the Fair Market Value of the Shares at the time of the grant.

          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

EX-10.3.4

EXHIBIT 10.3.4

AMENDMENT NO. 4 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 amended by this Amendment No. 4, effective as of December 9, 1999.

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

          1. Section 11 of the Plan is hereby amended and restated as follows:

          Non-transferability of Stock Options. A stock option shall not be transferable otherwise than by will or the laws of descent and distribution, and a stock option may be exercised, during the lifetime of the Optionee, only by the Optionee; provided, however, a Non-qualified Stock Option may be transferred to one or more members of the immediate family of the Optionee, to a trust for the benefit of one or more members of the immediate family of the Optionee, to a partnership, the sole partners of which are the Optionee and members of the immediate family of the Optionee, or a foundation in which the Optionee controls the management of the assets. Upon any transfer, a stock option will remain subject to all the provisions of this Plan and the option agreement, including the provisions regarding termination of rights with respect to the stock option upon termination of the Optionee’s employment, and the transferee shall have all of the rights of and be subject to all of the obligations and limitations applicable to the Optionee with respect to the stock option, except that the transferee may further transfer the stock option only to a person or entity that the Optionee is permitted to transfer the stock option. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of a stock option contrary to the provisions hereof, or the levy of any execution, attachment, or similar process upon a stock option shall be null and void and without effect.

     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/ [ILLEGIBLE]

EX-10.3.5

Exhibit 10.3.5

AMENDMENT NO. 5
TO
TRINITY INDUSTRIES, INC.
1993 STOCK OPTION AND INCENTIVE PLAN

     WHEREAS, TRINITY INDUSTRIES, INC. (the “Company”) adopted the TRINITY INDUSTRIES, INC. 1993 STOCK OPTION AND INCENTIVE PLAN (the “Plan”); and

     WHEREAS, pursuant to Section 22 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 12 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 12 of the Plan is amended by adding a new paragraph (e) and (f) to read as follows:

     “(e) 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. 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; or (b) 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.”

     “(f) 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 12 (c) 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:

EX-10.4

EXHIBIT 10.4

PROFIT SHARING PLAN FOR EMPLOYEES OF
TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES
AS RESTATED EFFECTIVE JANUARY 1, 2005

TABLE OF CONTENTS

	Page
ARTICLE I PURPOSE	1
ARTICLE II DEFINITIONS, CONSTRUCTION, ADOPTION AND APPLICABILITY	3
2.01 Definitions	3
2.02 Construction	10
2.03 Adoption by Others	10
2.04 Applicability	10
ARTICLE III PARTICIPATION AND SERVICE	11
3.01 Participation	11
3.02 Service	12
3.03 Election to Participate	14
3.04 Transfer	14
3.05 Special Rules for Former Collective Bargaining Employees of the LPG Division	14
3.06 Special Rules for Employees of Syro Steel Company	15
3.07 Special Rules for Employees of Platzer Shipyard, Inc.	15
3.08 Special Rules for Employees of Transcisco Industries, Inc.	16
3.09 Special Rules for Employees of DIFCO, Inc.	17
3.10 Special Rules for Salaried Employees of Thrall Car Manufacturing Company or Duchossois Industries, Inc.	18
3.11 Special Rules for Employees of Southern Star Concrete, Inc.	19
3.12 Adoption of Special Rules In Connection With Future Acquisitions	19
ARTICLE IV CONTRIBUTIONS AND FORFEITURES	20
4.01 Employer Contributions	20
4.02 Participant Salary Reduction	27
4.03 Disposition of Forfeitures	32
4.04 Rollover Contributions; Transfers	33
4.05 Contributions by Participants	34
4.06 Special Rules under USERRA	34
ARTICLE V ALLOCATIONS TO PARTICIPANTS’ ACCOUNTS	35
5.01 Individual Accounts	35
5.02 Account Adjustments	35
5.03 Maximum Additions	36
5.04 Top-Heavy Provisions	38
ARTICLE VI BENEFITS	41
6.01 Retirement or Disability	41
6.02 Death	41
6.03 Termination for Other Reasons	41
6.04 Payments of Benefits	42
6.05 Required Minimum Distributions	45
6.06 Designation of Beneficiary	51
6.07 Loans to Participants	52

-i-

	Page
6.08 In-Service Withdrawals	54
6.09 Partial Withdrawals Following Termination of Employment Prior to Complete Distribution	56
6.10 Payments to Alternate Payees	57
ARTICLE VII TRUST FUND	58
7.01 General	58
7.02 Special Rules for HMGI Stock Fund	59
ARTICLE VIII ADMINISTRATION	60
8.01 Allocation of Responsibility Among Fiduciaries for Plan and Trust Administration	60
8.02 Appointment of Committee	60
8.03 Claims Procedure	60
8.04 Records and Reports	61
8.05 Other Committee Powers and Duties	61
8.06 Rules and Decisions	62
8.07 Committee Procedures	62
8.08 Authorization of Benefit Payments	62
8.09 Application and Forms for Benefits	62
8.10 Facility of Payment	62
8.11 Indemnification	63
8.12 Unclaimed Benefits	63
ARTICLE IX MISCELLANEOUS	64
9.01 Nonguarantee of Employment	64
9.02 Rights to Trust Assets	64
9.03 Nonalienation of Benefits	64
9.04 Discontinuance of Employer Contributions	65
9.05 Certain Social Security Increases	65
ARTICLE X AMENDMENTS AND ACTION BY EMPLOYER	67
10.01 Amendments	67
10.02 Action by Employer	67
ARTICLE XI SUCCESSOR EMPLOYER AND MERGER OR CONSOLIDATION OF PLANS	68
11.01 Successor Employer	68
11.02 Plan Assets	68
ARTICLE XII PLAN TERMINATION	69
12.01 Right to Terminate	69
12.02 Partial Termination	69
12.03 Liquidation of the Trust Fund	69
12.04 Manner of Distribution	69

-ii-

PROFIT SHARING PLAN FOR EMPLOYEES OF
TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES
AS RESTATED EFFECTIVE JANUARY 1, 2005

ARTICLE I

PURPOSE

     On this ___day of ___, 2005, TRINITY INDUSTRIES, INC., a corporation organized and existing under the laws of the State of Delaware (hereinafter, the “Company”), hereby restates in its entirety the PROFIT SHARING PLAN FOR EMPLOYEES OF TRINITY INDUSTRIES INC AND CERTAIN AFFILIATES AS RESTATED EFFECTIVE APRIL 1, 1999 (hereinafter, the “Plan”), such restatement to be effective as of January 1, 2005, or as otherwise stated herein.

WITNESSETH:

     WHEREAS, the Company has heretofore adopted, for the benefit of its employees, the PROFIT SHARING PLAN FOR EMPLOYEES OF TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES AS RESTATED EFFECTIVE APRIL 1, 1999 (hereinafter, the “Prior Plan”); and

     WHEREAS, pursuant to the provisions of Section 10.01 of the Prior Plan to the effect that the Prior Plan may be amended by the Company, the Company wishes to, and does hereby, amend and restate the Prior Plan, as re-titled PROFIT SHARING PLAN FOR EMPLOYEES OF TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES AS RESTATED EFFECTIVE JANUARY 1, 2005 (hereinafter, the “Plan”); and

     WHEREAS, the Company has heretofore adopted the Master Trust Agreement between Trinity Industries, Inc. and the Trustee for the purpose of carrying out the terms of the Plan and which Trust is intended to form a part of the Plan; and

     WHEREAS, the affiliates of the Company identified on Addendum I hereto (hereinafter, the “Participating Employers”) desire hereby to re-confirm their prior adoption of the Plan and Trust for the benefit of their eligible employees; and

     WHEREAS, it is intended that the Plan and the Trust meet the requirements of Sections 401(a) and 501 (a) of the Internal Revenue Code of 1986 and the requirements of the Employee Retirement Income Security Act of 1974;

Page 1

     NOW, THEREFORE, the Company, joined by the Participating Employers, hereby agrees as follows:

Page 2

ARTICLE II

DEFINITIONS, CONSTRUCTION, ADOPTION AND APPLICABILITY

2.01 Definitions

     The following words and phrases, when used herein, unless their context clearly indicates otherwise, shall have the following respective meanings:

(a)	Additions.  With respect to each Year, the sum of the following amounts allocated on behalf of a Participant for a Year : (i) all Employer Contributions; (ii) all Forfeitures; and (iii) all Salary Reduction Contributions. Except to the extent provided in Treasury regulations, Additions include “excess contributions” (as defined in Code Section 401(k)(8)(B)) and “excess aggregate contributions” (as defined in Code Section 401(m)(6)(B)), irrespective of whether the Plan distributes or forfeits such excess amounts “Excess deferrals” (as defined in Code Section 402(g)) are not Additions unless distributed after the correction period described in Code Section 402(g). Additions also include excess amounts reapplied to reduce Employer Contributions. Amounts allocated to an individual medical account (as defined in Code Section 415(1)(2)) included as part of a defined benefit plan maintained by the Employer are Additions.
(b)	Affiliate.  Any corporation (other than an Employer) which is included within a controlled group of corporations (as defined in Section 414(b) of the Code) which includes an Employer; any trade or business (other than an Employer), whether or not incorporated, which is under common control (as defined in Section 414(c) of the Code) with an Employer; any organization (other than an Employer), whether or not incorporated, which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes an Employer; and any other entity required to be aggregated with an Employer pursuant to Treasury Regulations under Section 414(o) of the Code.
(c)	Annual Retirement Contribution. Any contribution made by an Employer on behalf of a Participant pursuant to Section 4.01(c) hereof.
(d)	Authorized Leave of Absence. Any absence (including military leave) authorized by an Employer under the Employer’s standard personnel practices, uniformly applied and in accordance with applicable Federal law (other than ERISA); provided however that no absence shall be considered an Authorized Leave of Absence unless the Employee returns to employment immediately (in the case of military leave, within the 90-day period after his discharge or release or within the period prescribed by applicable law, whichever is longer) upon the expiration of such absence. An absence due to service in the Armed Forces of the United States shall be considered an Authorized Leave of Absence provided that the absence is caused by war or other emergency, or provided that the Employee is required to serve under the laws of conscription in time of peace.

Page 3

(e)	Beneficiary. A person or persons (natural or otherwise) designated by a Participant or Former Participant in accordance with the provisions of Section 6.06 to receive any death benefit which shall be payable under this Plan.
(f)	Code. The Internal Revenue Code of 1986, as amended from time to time.
(g)	Committee. The persons appointed under the provisions of Article VIII to administer the Plan.
(h)	Company.  TRINITY INDUSTRIES, INC., a corporation organized and existing under the laws of the State of Delaware, or its successor or successors.
(i)	Compensation.The total of all amounts paid annually to a Participant by the Employer for personal services as reported on the Participant’s Federal Income Tax Withholding Statement (Form W-2) plus any Salary Reduction Contributions described in Section 4.02 hereof and any amounts not included in the Participant’s gross income pursuant to Section 125 of the Code but excluding (i) any other contributions made under this Plan or any other plan of deferred compensation, (ii) tuition reimbursement payments, (iii) moving expense payments, (iv) excess life insurance imputed income, (v) income from nonqualified stock options, (vi) automobile allowance payments, (vii) medical allowance payments, (viii) safe driving bonuses, (ix) employee awards, (x) lodging allowance payments, (xi) tool allowance payments, (xii) road expense reimbursement payments, (xiii) commuting allowance payments, (xiv) meal allowance payments, (xv) third-party sick pay, (xvi) attendance/safety bonuses; (xvii) travel allowances, (xviii) company automobile; (xix) executive perquisites; and (xx) such other similar amounts as the Committee may from time to time exclude in its sole discretion; provided, however, that for purposes of determining benefits hereunder, the total Compensation of a Participant to be taken into account for a given Year shall not exceed $210,000.00 (as automatically increased in accordance with Treasury Department regulations to reflect cost of living adjustments).
(j)	Disability. A physical or mental condition which, in the judgment of the Committee, totally and presumably permanently prevents a Participant from engaging in any substantial or gainful employment. Determinations of Disability shall be made on the basis of standards applied uniformly to all Participants.
(k)	Effective Date. Except where otherwise indicated herein, January 1, 2005, the date on which the provisions of this amended and restated Plan became effective.
(l)	Elapsed-Time Employment. With respect to an Employee, the period beginning on his Employment Commencement Date (or Re-employment Commencement Date, as the case may be) and ending on the date of his Severance from Service. Such period shall be determined without regard to the actual number of Hours of Employment completed by the Employee during such period. Except to the extent otherwise permitted by the Committee in its sole discretion, Elapsed-Time Employment completed with an Affiliate or a Participating Employer prior to the

Page 4

date on which such Affiliate or Employer was included within a controlled group of corporations (as defined in Section 414(b) of the Code) which includes the Company shall not be recognized under this Plan.

(m)	Employee.  Any individual on the payroll of an Employer, including leased employees as defined in Code Section 414(n), whose wages from such Employer are subject to withholding for purposes of Federal income taxes and for purposes of the Federal Insurance Contributions Act. Notwithstanding the foregoing, if such leased employees constitute less than twenty percent (20%) of the Employer’s non-highly compensated work force within the meaning of Section 414(n)(5)(C)(ii) of the Code, the term “Employee” shall not include leased employees covered by a plan described in Section 414(n)(5) of the Code unless otherwise provided by the terms of this Plan. Notwithstanding the preceding, the term “Employee” shall not include any individual who is designated as an “independent contactor” by the Employer, even if the status of such individual subsequently is changed from that of an independent contractor to that of an employee as a result of administrative or legal proceedings.
(n)	Employer or Participating Employer. The Company, or any other Affiliate of the Company identified on Addendum I hereto which may have adopted this Plan in accordance with the provisions of Section 2.03 hereof.
(o)	Employer Contributions. Employer Matching Contributions, Annual Retirement Contributions and Start-Up Contributions.
(p)	Employer Contribution Account. The Account maintained for a Participant or Former Participant to record his share of the Employer Contributions and adjustments relating thereto. The Employer Contribution Account shall consist of the following subaccounts:

• The Employer Matching Contribution Account, holding Employer Matching Contributions and adjustments thereto;

• The Start-Up Contribution Account, holding Start-Up Contributions and adjustments thereto; and

• The Annual Retirement Contribution Account, holding Annual Retirement Contributions and adjustments thereto.

(q)	Employer Matching Contribution. Any contribution to the Plan made by an Employer for the Plan Year on behalf of a Participant pursuant to Section 4.01(b) hereof.
(r)	Employment Commencement Date. The first date on which an Employee completes an Hour of Employment.
(s)	ERISA. Public Law No. 93-406, the Employee Retirement Income Security Act of 1974, as amended from time to time.

Page 5

(t)	Extended Absence Employee. An Employee who is absent from his Employer’s employment solely because of (i) the Employee’s pregnancy, (ii) the birth of the Employee’s child, (iii) the placement of a child with the Employee in connection with the adoption of the child by the Employee, or (iv) the care of a child by the Employee during the period immediately following such child’s birth to, or placement with, the Employee.
(u)	Fiduciaries.The Employers, the Committee, and the Trustee, but, except to the extent of an appointment made by the Committee pursuant to Section 8.05(g) hereof, only with respect to the specific responsibilities of each for Plan and Trust administration, all as described in Section 8.01.
(v)	Forfeitures. The portion of a Participant’s Employer Contribution Account which, subject to Section 4.03 of the Plan, is forfeited because of a Severance from Service before full vesting.
(w)	Former Participant. A Participant whose Participation has terminated but who has a vested account balance under the Plan which has not been paid in full.
(x)	Highly Compensated Employee. A Participant or Former Participant who is a Highly Compensated Employee, as defined in Code Section 414(q). A Participant or Former Participant is considered a Highly Compensated Employee if:

(1)	during the Plan Year (the “Determination Year”) or during the twelve month period immediately preceding the Determination Year, the Participant or Former Participant was at any time a “five percent owner” as defined in Code Section 416(i)(l)(A)(iii); or
(2)	for the preceding Plan Year, the Participant or Former Participant had Compensation from the Employer in excess of $95,000 (as automatically increased in accordance with Treasury Department regulations) and was in the top-paid group of employees for such preceding Year. An Employee is in the top-paid group of employees for any Plan Year if such Employee is in the group consisting of the top 20 percent of employees when ranked on the basis of compensation paid during such year In determining the top-paid group of employees, “compensation” shall have the same meaning as that set forth in Section 415(c)(3) of the Code.
The Committee shall determine which Participants or Former Participants are Highly Compensated Employees in a manner consistent with Code Section 414(q) and the regulations promulgated thereunder.
A Former Participant who separated from Service, or is deemed to have separated from Service under applicable Treasury Regulations, prior to the Plan Year, who performs no Service for the Employer during the Plan Year and who was a Highly Compensated Employee either for the “separation year” or any Plan Year ending on or after such Former Participant attained age fifty-five (55) is considered a Highly Compensated Employee. For purposes of this paragraph (x), “separation

Page 6

year” means the Plan Year during which the Employee separates from Service with the Employer.

(y)

Hour of Employment. Each hour (i) for which an Employee is on an Authorized Leave of Absence or is directly or indirectly paid or entitled to payment by his Employer for the performance of duties or for reasons other than the performance of duties, or (ii) for which back-pay (irrespective of mitigation of damages) has been either awarded or agreed to by the Employer. In the case of clause (i) above, each such Hour of Employment shall, in general, be credited for the computation period in which the duties were performed, or to which payments or entitlements to payments relate (in cases in which Hours of Employment are credited for periods in which duties are not performed). In the case of clause (ii) above, each such Hour of Employment shall, in general, be credited for the computation period to which the agreement or award pertains. Notwithstanding any provision to the contrary herein contained, no Employee shall be credited with an Hour of Employment under both clauses (i) and (ii) above. In determining the number of Hours of Employment to be credited to an Employee in the case of a payment which is made or due to an Employee under the provisions of clause (i) above, for a period during which services were not performed (including a payment made by application of clause (ii) for a period also covered by clause (i) during which services were not performed), and the computation period(s) to which Hours of Employment shall be credited, the Committee shall apply the rules set forth in United States Department of Labor Regulations Section 2530.200b-2(b) and (c), which rules are incorporated into and made a part of this Plan by reference. Nothing in this paragraph shall be construed as denying an Employee credit for an Hour of Employment which he is required to receive under any Federal law, the nature and extent of which credit shall be determined by such Federal law.

Hours of Employment shall be determined from records maintained by each Employer; provided, however, that an Employer may elect to determine Hours of Employment for any classification of Employees which is reasonable, nondiscriminatory and consistently applied, on the basis that Hours of Employment include forty-five (45) Hours of Employment for each week or portion thereof during which an Employee is credited with one (1) Hour of Employment. In determining the equivalent number of Hours of Employment to be credited to an Employee in the case of a payment made or due under paragraph (1) above, when the payment is not calculated on the basis of units of time, the Committee shall apply the rules set forth in United States Department of Labor Regulations Section 2530.200b-2(b)(2) and (3). If such a payment is calculated on the basis of units of time, which units are greater than the period of employment used in this equivalency formula, the Employee shall be credited with the number of Hours of Employment included in the periods of employment which, in the course of the Employee’s regular work schedule, would be included in the unit or units of time on the basis of which the payment is calculated.

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Except to the extent otherwise permitted by the Committee in its sole discretion, Hours of Employment completed with an Affiliate or a Participating Employer prior to the date on which such Affiliate or Employer was included within a controlled group of corporations (as defined in Section 414(b) of the Code) which includes the Company shall not be recognized under this Plan.

(z)	Income. The net gain or loss of the Trust Fund from investments, as reflected by interest payments, dividends, realized and unrealized gains and losses on securities, other investment transactions and expenses paid from the Trust Fund. In determining the Income of the Trust Fund for any period, assets shall be valued on the basis of their fair market value, as determined by the Trustee.
(aa)	Key Employee.  An Employee, former Employee (including a deceased Employee) who, at any time during the Plan Year in which the determination date occurs is (i) an officer of the Employer having annual compensation greater than $135,000 (as adjusted under Section 416(i)(l) of the Code) for any such Year, (ii) a 5% owner of the Employer in accordance with Section 416(i)(A)(iii) of the Code, or (iii) a 1% owner of the Employer having annual compensation in excess of $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(l) of the Code and Treasury Regulations thereunder.
(bb)	Leased Employee. A Leased Employee is an individual (i) who otherwise is not an Employee of an Employer, (ii) who, pursuant to a leasing agreement between the Employer and any other person, has performed services for the Employer (or for the Employer and any persons related to the Employer within the meaning of Code Section 144(a)(3)) on a substantially full-time basis for at least one (1) year, and (iii) who performs services under the primary direction and control of the Employer. The Compensation of a Leased Employee includes compensation from the leasing organization which is attributable to services performed for the Employer. Notwithstanding the foregoing, a Leased Employee shall not be treated as an Employee of an Employer if the leasing organization covers the Leased Employee in a Safe Harbor Plan and, prior to the application of this exception, twenty percent (20%) or less of the Employer’s Employees (other than highly compensated employees, as defined in the Code) are Leased Employees. A Safe Harbor Plan is a money purchase pension plan providing immediate participation, full and immediate vesting, and a nonintegrated contribution formula equal to at least ten percent (10%) of the employee’s “compensation” (defined in Section 415(c)(3) of the Code) without regard to employment by the leasing organization on a specified date.
(cc)	Non-Highly Compensated Employee.  An Employee who is not a Highly Compensated Employee.
(dd)	Participant. An Employee participating in the Plan in accordance with the provisions of Section 3.01.

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(ee)	Participation. The period commencing on the date on which an Employee becomes a Participant and ending on the date on which the Employee incurs a Break in Service (as defined in Section 3.02(d)).
(ff)	Plan. PROFIT SHARING PLAN FOR EMPLOYEES OF TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES AS RESTATED EFFECTIVE JANUARY 1,2005, the Plan set forth herein, as amended from time to time, more commonly known as THE TRINITY 401(k) PLAN.
(gg)	Prior Plan. The Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates, as in effect prior to the Effective Date.
(hh)	Re-Employment Commencement Date. The first date on which an Employee completes an Hour of Employment upon his return to the employment of an Employer after a Break in Service.
(ii)	Retirement Choice Election. The election offered to participants and employees eligible to become participants in the Trinity Industries, Inc. Standard Pension Plan (the “Standard Plan”) to either freeze participation in the Standard Plan effective as of the date specified in the Election, or continue participating in the Standard Plan without interruption or cessation.
(jj)	Rollover Account. The account maintained for a Participant or Former Participant to record “qualifying rollover distributions” contributed to the Plan pursuant to Section 4.04 hereof and adjustments relating thereto.
(kk)	Salary Reduction Contribution. Any contribution to the Plan made by an Employer for the Plan Year on behalf of a Participant pursuant to Section 4.01(a) hereof.
(ll)	Salary Reduction Contribution Account. The account maintained for a Participant or Former Participant to record contributions made on his behalf by his Employer pursuant to Section 4.01(a) hereof and adjustments relating thereto.
(mm)	Service. A Participant’s period of employment with the Employers determined in accordance with Section 3.02.
(nn)	Severance from Service. With respect to an Employee, the later of (1) or (2), where:

(1) is the earlier of (i) the date on which he quits, or is discharged from, the employment of the Employers, or the date of his retirement or death, or (ii) the first anniversary of the first date of a period in which he remains absent from the employment of the Employers, with or without pay, for any reason other than one specified in (i), above, such as vacation, holiday, sickness, Authorized Leave of Absence or layoff; and

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(2) is, in the case of an Extended Absence Employee, the second anniversary of such Employee’s absence.

(oo)	Short Plan Year. The period of time from April 1,2001 through December 31, 2001.
(pp)	Start-Up Contribution. Any contribution made by an Employer on behalf of a Participant pursuant to Section 4.01(d) hereof.
(qq)	Trust (or Trust Fund). The TRINITY INDUSTRIES, INC. MASTER TRUST maintained in accordance with the terms of the Master Trust Agreement between Trinity Industries, Inc. and the Trustee, as from time to time amended, which constitutes a part of this Plan.
(rr)	Trustee. The corporation, individual or individuals appointed by the Board of Directors of the Company to administer the Trust.
(ss)	Valuation Date. Each business day on which Trust assets may be purchased or sold.
(tt)	Year or Plan Year. The calendar year, from January 1 through December 31.

2.02 Construction

    The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, unless the context clearly indicates to the contrary. The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to the entire Plan and not to any particular provision or Section.

2.03 Adoption By Others

    Any Affiliate of the Company may adopt this Plan and thereby become an Employer; provided, however, that the Board of Directors of the Company approves such adoption; provided, further, that the administrative powers and control of the Company as provided herein shall not be deemed diminished under the Plan by reason of the adoption of the Plan by any other Employer, and such administrative powers and control granted in Section 8.01 hereof with respect to the appointment of the Committee and other matters shall apply only with respect to the Company and not to any other Employer.

2.04 Applicability

    The provisions of this Plan shall apply only to an Employee who terminates employment on or after the Effective Date. In the case of an Employee who terminates employment prior to the Effective Date, and except as otherwise provided in Sections 3.01 hereof, the rights and benefits, if any, of such former Employee shall be determined in accordance with the provisions of the Prior Plan, as in effect on the date on which his employment terminated.

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ARTICLE III

PARTICIPATION AND SERVICE

3.01 Participation

 Subject to the provisions of Section 3.03 hereof and except for any Employee (i) who is a member of a collective bargaining unit, the recognized representative of which has not agreed to Participation in the Plan by its members, (ii) who is a nonresident alien and receives no earned income (within the meaning of Section 911(d)(2) of the Code) from the Employer which constitutes income from United States sources (within the meaning of Section 861(a)(3) of the Code), (iii) who is a Leased Employee, (iv) who is classified as a Project Status Employee, or (v) who is an employee or within a class of employees designated on Addendum II attached hereto, an Employee shall become a Participant in this Plan as follows:

(a)	Any Employee included under the provisions of the Prior Plan as of January 1, 2005 shall continue to participate in accordance with the provisions of this Plan.
(b)	The Participation of any Employee who is eligible to become a Participant on or after January 1,2005, shall commence on the first day of the month immediately following the sixty (60) day period beginning on his Employment Commencement Date.

For purposes of the Plan, a “Project Status Employee” is an individual identified by a specified job code who is hired to complete a specific project under specified terms and conditions and whose relationship with the Employer terminates upon completion of the specific project.

 Under no circumstances shall an individual become a Participant prior to the date on which he is classified as an active Employee. An active Participant who incurs a Severance from Service and who is subsequently re-employed by an Employer shall immediately reenter the Plan as an active Participant on his Re-employment Commencement Date, with such Participant’s prior salary reduction agreement to continue to apply until amended, terminated or suspended in accordance with the provisions of Section 4.02 hereof. In the event that a Participant shall either become a member of a collective bargaining unit described above, or otherwise be excluded from Participation pursuant to the first paragraph of this Section 3.01, his Participation shall thereupon cease but he shall continue to accrue Service hereunder during the period of his continued employment with the Employer. For purposes of this Section 3 01, an Employee shall be credited with Service for periods of employment with an Affiliate (determined as if such Affiliate were an Employer), but shall not commence Participation hereunder prior to the date on which he commences employment with an Employer. The term “active Participant” shall mean any Employee currently participating in the Plan who has not incurred a Severance from Service.

 The Committee is hereby authorized to identify, in writing on Addendum II, those employees or classes of employees employed at a location of an Employer who are not

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eligible to participate in the Plan. The Committee is further authorized and directed to revise Addendum II, or to have Addendum II revised by the appropriate person designated by the Committee, to reflect any necessary additions and deletions thereto as soon as administratively possible following such identification by the Committee. Revisions to Addendum II shall require the adoption of a Plan amendment and, notwithstanding the provisions of Section 10.01 hereof, the Board of Directors of the Company hereby delegates to the Committee (or the Committee’s authorized representative) the authority to execute such an amendment from time to time.

3.02 Service

     The amount of benefit payable to or on behalf of a Participant or Former Participant shall be determined on the basis of his period of Service, in accordance with the following:

(a)

In General. Subject to the Break in Service provisions of paragraph (d) of this Section, an Employee’s Service shall equal the total of his Elapsed-Time Employment. Service shall be counted in years and completed days.

(b)

Transfer’s from Affiliates. In the event that an Employee who at any time was employed by an Affiliate either commences employment with a Participating Employer, or returns to the employment of a Participating Employer, then, except as otherwise provided below, such Employee shall receive Service with respect to the period of his employment with such Affiliate (to the extent not credited under paragraph (c) of this Section). In applying the provisions of the preceding sentence.

(1)	except to the extent otherwise expressly provided in the Plan, a written addendum thereto or a separate adoption agreement, such Employee shall not receive Service with respect to any period of employment with such Affiliate completed prior to the date on which such Affiliate became an Affiliate;
(2)	the amount of such Service shall be determined in accordance with paragraph (a) of this Section 3.02, as if such Affiliate were a Participating Employer; and
(3)	if such Employee incurs a Break in Service (as defined in paragraph (d) of this Section and determined as if such Affiliate were a Participating Employer) prior to his commencement of employment with the Participating Employe or return to the employment of the Participating Employer, then the amount of such Employee’s service attributable to the period of his employment with such Affiliate shall be determined in accordance with paragraph (d) of this Section.

(c) Transfers to Affiliate. In the event that a Participant who at any time was employed by a Participating Employer either commences employment with an Affiliate, or returns to the employment of an Affiliate, then, except as otherwise provided below, such Participant shall receive service with respect to the period

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of his employment with such Affiliate (to the extent not credited under paragraph (b) of this Section). In applying the provisions of the preceding sentence.

(1)

the amount of such Service shall be determined in accordance with paragraph (a) of this Section, as if such Affiliate were a Participating Employer; and

(2)

if such Participant incurs a Break in Service (as defined in paragraph (d) of this Section and determined as if such Affiliate were a Participating Employer) prior to his commencement of employment with the Affiliate or return to the employment of the Affiliate, then the amount of such Participant’s Service attributable to his prior period of employment with the Participating Employer shall be determined in accordance with paragraph (d) of this Section.

     Except as otherwise provided in Sections 4.02, 6.07, 6.08 and 12.03 hereof; such Participant shall receive no benefits under this Plan prior to the date on which he incurs a Severance from Service, determined as if all Affiliates were Participating Employers.

(d) Break in Service. An Employee who incurs a Severance from Service and who fails to complete at least one (1) Hour of Employment during the twelve (12)- month period beginning on the date of such Severance from Service shall have a Break in Service. If, during the twelve (12)-month period beginning on the date of an Employee’s Severance from Service, the Employee shall return to the employment of a Participating Employer by completing at least one (1) Hour of Employment within such twelve (12)-month period, then such Employee will not have a Break in Service and shall receive Service for the period beginning on the date of his Severance from Service and ending on the date of his re-employment; provided, however, that in the case of an Employee who is absent from the employment of the Participating Employers for a reason specified in Section 2.01(nn)(l)(ii) hereof and who, prior to the first anniversary of the first date of such absence incurs a Severance from Service for a reason specified in Section 2.01(nn)(l)(i) hereof, such Employee shall receive Service only if he completes at least one (1) Hour of Employment within the twelve (12)-month period beginning on the first date of such absence and shall receive such Service only for the period beginning on the first day of such absence and ending on the date of his re- employment. Upon incurring a Break in Service, an Employee’s rights and benefits under the Plan shall be determined in accordance with his Service at the time of the Break in Service. For a Participant who, at the time of a Break in Service, satisfied any requirements of this Plan for vested benefits, his pre-break Service shall, upon his Re-employment Commencement Date, be restored in determining his rights and benefits under the Plan. For an Employee who, at the time of a Break in Service, had not fulfilled such requirements, periods of pre- break Service shall, upon his Re-employment Commencement Date, be restored only if the consecutive periods of Break in Service were less than the greater of (i) sixty (60) months or (ii) the total periods of pre-break Service.

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(e) Special Rule for Extended Absence Employees. Notwithstanding the preceding provisions of this Section 3.02, in the case of an Extended Absence Employee, the period between the first and second anniversaries of such Employee’s absence shall, under no circumstances, be treated as a period of Service.

3.03 Election to Participate.

(a) In General. Each Employee will automatically become a Participant upon the earlier to occur of the following:

(1)	The date on which he meets the eligibility conditions of Section 3.01 hereof; or
(2)	The date on which he is eligible for an allocation of an Annual Retirement Contribution or a Start-Up Contribution.

(b) Participation in Salary Reduction Contributions and Employer Matching Contributions. Notwithstanding paragraph (a) of this Section 3.03, to benefit under the Salary Reduction Contribution and Employer Matching Contribution components of the Plan, an Employee, who is otherwise eligible to participate pursuant to Section 3.01, must, after having received a written explanation of the terms of, and the benefits provided under, the Plan, elect to participate in such components of the Plan in accordance with such procedures as the Committee or Trustee may prescribe and must execute a salary reduction agreement described in Section 4.02 hereof. Such election to participate and execution of a salary reduction agreement shall be effective as soon as administratively feasible after the Committee receives such agreement.

3.04 Transfer

     An Employee who is transferred between Participating Employers shall be as eligible for Participation and benefits as in the absence of such transfer.

3.05 Special Rules for Former Collective Bargaining Employees of the LPG Division

     The following special rules shall apply in the case of each Employee of the Company’s LPG Division who, as of November 15, 1988, ceased to be covered by a collective bargaining agreement described in Section 3.01 hereof:

(a)

Such Employee was eligible to become a Participant on the later of (i) January 1, 1989 or (ii) the date on which he satisfied the requirements of Section 3.01 hereof.

(b)

Notwithstanding the provisions of Section 3.02 hereof, the Elapsed-Time Employment and Service of any such Employee who failed to elect to participate hereunder pursuant to Section 3.03 hereof on the date on which he was first eligible to do so pursuant to Section 3.01 hereof, shall be determined as if his Employment Commencement Date were the later of (i) January 1,1989 or (ii) the date on which he first completes an Hour of Employment.

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3.06 Special Rules for Employees of Syro Steel Company

     Notwithstanding any provision to the contrary herein contained, the following special rules shall apply with respect to any Employee of Syro Steel Company who immediately prior to October 1, 1992 was a participant in, or eligible to participate in, the Syro Steel Company Employees’ Retirement Savings Plan (the “Syro Plan”):

(a)	Such Employee was eligible to become a Participant in this Plan on October 1, 1992;
(b)	For purposes of determining such Employee’s “vested percentage” under Section 6.03 hereof, such Employee shall receive service with respect to periods of employment credited to such Employee under the Syro Plan, or which would be credited to such Employee under the Syro Plan, in calculating his vested interest under the Syro Plan; and
(c)	Such Employee shall be fully vested in benefits accrued under the Syro Plan and transferred to or merged with this Plan This paragraph (c) is intended to apply only to benefits accrued under the Syro Plan and should not be construed as conferring any greater right to benefits accrued under this Plan than may otherwise be provided hereunder.

     Each Employee of Syro Steel Company who immediately prior to October 1,1992 was not a participant in, or eligible to participate in, the Syro Plan shall be eligible to become a Participant in this Plan on the date on which he satisfies the requirements of Section 3.01 hereof, except that such Employee shall be credited with Service with respect to periods of employment with Syro Steel Company prior to October 1,1992.

3.07 Special Rules for Employees of Platzer Shipyard, Inc.

     Notwithstanding any provision to the contrary herein contained, the following special rules shall apply with respect to any Employee of Platzer Shipyard, Inc., who immediately prior to April 1, 1994 was a Participant in, or eligible to participate in, the Platzer Shipyard, Inc. 401(k) Plan (the “Platzer Plan”):

(a)	Such Employee was eligible to become a Participant in the Plan on April 1,1994;
(b)	For purposes of determining such Employee’s “vested percentage” under Section 6.03(b) hereof, such Employee shall receive credit for Service with respect to periods of employment with Platzer Shipyard, Inc. prior to April 1, 1994, as determined in accordance with the provisions of the Platzer Plan or the Plan, whichever shall provide the greater benefit;
(c)	The Plan shall preserve all optional forms of benefit and methods of benefit payment provided under the Platzer Plan. Such optional forms and methods shall be available with respect to the Participant’s entire account balance and shall not be limited to only those amounts transferred pursuant to the merger of the Platzer Plan with the Plan;

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(d) The Plan shall preserve a disabled Participant’s right to receipt of a disability benefit under the terms of the Platzer Plan so long as the disability conforms to the requirements for disability as defined in the Platzer Plan and the disability occured prior to April 1,1994.

     Each Employee of Platzer Shipyard, Inc. who immediately prior to April 1, 1994 was not a Participant in, or eligible to participate in, the Platzer Plan shall be eligible to become a Participant in this Plan on the date on which he satisfies the requirements of Section 3.01 hereof, except that such Employee shall be credited with Service with respect to periods of employment with Platzer Shipyard, Inc. prior to April 1,1994.

3.08 Special Rules for Employees of Transcisco Industries, Inc.

     Notwithstanding any provision to the contrary herein contained, the following special rules shall apply with respect to any Employee of Transcisco Industries, Inc. who immediately prior to January 1, 1997 was a participant in, or eligible to participate in, the Transcisco Industries, Inc. Employees’ Profit Sharing and Tax-Advantaged Savings Plan (the “Transcisco Plan”):

(a)	Such Employee was eligible to become a Participant in the Plan on January 1, 1997;
(b)	For purposes of determining such Employee’s ‘vested percentage’ under Section 6.03(b) hereof, such Employee shall receive credit for Service with respect to periods of employment with Transcisco Industries, Inc. prior to January 1, 1997, as determined in accordance with the provisions of the Transcisco Plan or the Plan, whichever shall provide the greater benefit; provided that such Employee shall continue at all times to be fully vested in any qualified matching contributions credited to such Employee under the Transcisco Plan.
(c)	The Plan shall preserve, with respect to such Employee, all optional forms of benefit and methods of benefit payment provided under the Transcisco Plan, including the right of any such Employee who is married to receive payment in the form of a 50% qualified joint and survivor annuity to the extent provided under the Transcisco Plan (it being understood that any such annuity shall be provided pursuant to a nontransferable annuity contract to be purchased by the Trust). Such optional forms and methods shall be available with respect to such Employee’s entire account balance and shall not be limited to only those amounts transferred pursuant to the merger of the Transcisco Plan into the Plan;
(d)	The Plan shall preserve the right of any such Employee who is disabled to receipt of a disability benefit under the terms of the Transcisco Plan so long as the disability conforms to the requirements for disability as defined in the Transcisco Plan and the disability occurred prior to January 1,1997;
(e)	In lieu of the qualified preretirement survivor annuity payable with respect to such Employee under the Transcisco Plan, there shall be paid the death benefit specified in Section 6.02 hereof; and

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(f) Notwithstanding the provisions of Section 6.07(c) hereof, if, prior to January 1, 1997, more than one loan from the Transcisco Plan was outstanding with respect to such Employee, such loans shall not be accelerated and the Employee shall continue to make payments in accordance with the terms of such loans.

Each Employee of Transcisco Industries, Inc. who immediately prior to January 1, 1997 was not a participant in, or eligible to participate in, the Transcisco Plan shall be eligible to become a Participant in this Plan on the date on which he satisfies the requirements of Section 3.01 hereof, except that such Employee shall be credited with Service with respect to periods of employment with Transcisco Industries, Inc. prior to January 1,1997.

3.09 Special Rules for Employees of DIFCO.Inc.

     Notwithstanding any provision to the contrary herein contained, the following special rules shall apply with respect to any Employee of DIFCO, Inc who immediately prior to October 1, 1997 was a participant in, or eligible to participate in, the DIFCO, Inc. Salary Deferral and Profit Sharing Plan and Trust (the “DIFCO Plan”):

(a)	Such Employee was eligible to become a Participant in the Plan on October 1, 1997;
(b)	For purposes of determining such Employee’s ‘vested percentage’ under Section 6.03(b) hereof, such Employee shall receive credit for Service with respect to periods of employment with DIFCO, Inc. prior to October 1, 1997, as determined in accordance with the provisions of the DIFCO Plan or the Plan, whichever shall provide the greater benefit; provided that full vesting solely by reason of attainment of age sixty-two (62) and the completion of three (3) years of service shall apply to that portion of such Employee’s benefit accrued as of September 30,1997;
(c)	The Plan shall preserve, with respect to such Employee, all optional forms of benefit and methods of benefit payment provided under the DIFCO Plan, including the right of any such Employee who is married to receive payment in the form of a 50% qualified joint and survivor annuity to the extent provided under the DIFCO Plan (it being understood that any such annuity shall be provided pursuant to a nontransferable annuity contract to be purchased by the Trust). Such optional forms and methods shall be available with respect to such Employee’s entire account balance and shall not be limited to only those amounts transferred pursuant to the merger of the DIFCO Plan into the Plan;
(d)	The Plan shall preserve the right of any such Employee who is disabled to receipt of a disability benefit under the terms of the DIFCO Plan so long as the disability conforms to the requirements for disability as defined in the DIFCO Plan and the disability occurred prior to October 1,1997;

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(e)	In lieu of the qualified preretirement survivor annuity payable with respect to such Employee under the DIFCO Plan, there shall be paid the death benefit specified in Section 6.02 hereof;
(f)	Notwithstanding the provisions of Section 6.07(f) hereof, if; prior to October 1, 1997, more than one loan from the DIFCO Plan was outstanding with respect to such Employee, such loans shall not be accelerated and the Employee shall continue to make payments in accordance with the terms of such loans; and
(g)	Notwithstanding Section 4.05 hereof, any account(s) established for such Employee under the DIFCO Plan for after-tax employee contributions may be transferred to this Plan, with such Employee to be permitted to withdraw the full balance(s) in such account(s) at such time and within such parameters as may be determined by the Committee.

     Each Employee of DFCO, Inc. who immediately prior to October 1,1997 was not a participant in, or eligible to participate in, the DIFCO Plan shall be eligible to become a Participant in this Plan on the date on which he satisfies the requirements of Section 3.01 hereof, except that such Employee shall be credited with Service with respect to periods of employment with DFCO, Inc. prior to October 1,1997.

3.10 Special Rules for Salaried Employees of Thrall Car Manufacturing Company or Duchossois Industries, Inc.

     Notwithstanding any provision to the contrary herein contained, the following special rules shall apply with respect to any employee of Thrall Car Manufacturing Company or Duchossois Industries, Inc. who immediately prior to October 26, 2001 was compensated on a salaried basis and was a participant in, or eligible to participate in, the Thrall Car Manufacturing Company Salaried Employees’ Retirement Savings Plan (the “Thrall Plan”):

(a)	Such Employee was eligible to become a Participant in the Plan on October 26, 2001; and
(b)	For purposes of determining such Employee’s ‘vested percentage’ under Section 6.03(b) hereof, such Employee shall receive credit for Service with respect to periods of employment with Thrall Car Manufacturing Company or Duchossois Industries, Inc. prior to October 26, 2001, as determined in accordance with the Thrall Plan or the Plan, whichever shall provide the greater benefit.

     Each employee of Thrall Car Manufacturing Company or Duchossois Industries, Inc. who immediately prior to October 26,2001 was compensated on a salaried basis and was not a participant in, or eligible to participate in, the Thrall Plan shall be eligible to become a Participant in this Plan on the date on which he satisfies the requirements of Section 3.01 hereof, except that such Employee shall be credited with Service with respect to periods of employment with Thrall Car Manufacturing Company or Duchossois Industries, Inc. completed prior to October 26,2001

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3.11 Special Rules for Employees of Southern Star Concrete, Inc.

     Notwithstanding any provision to the contrary herein contained, any Employee who immediately prior to January 9,2004 was employed by Southern Star Concrete, Inc. shall be eligible to become a Participant in the Plan on January 9,2004.

3.12 Adoption of Special Rules In Connection With Future Acquisitions

     The Committee shall have the right, from time to time, to adopt additional special rules governing the Participation of individuals who become Employees by reason of acquisitions by one or more Employers occuring after January 9,2004; provided that any rules so adopted shall not violate the provisions of Section 401(a)(4) or (5) of the Code or otherwise jeopardize the tax-qualified status of the Plan and Trust; provided further, that such rules shall be set forth in the minutes of the Committee meeting authorizing such adoption and shall be attached to the Plan as a separate Addendum.

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ARTICLE IV

CONTRIBUTIONS AND FORFEITURES

4.01 Employer Contributions

        Employers shall make contributions to the Trust Fund in accordance with the following:

(a)	Salary Reduction Contribution. For each Plan Year, each Employer shall contribute on behalf of each of its Employees participating in the Plan an amount agreed to be contributed by such Employer pursuant to a salary reduction agreement under Section 4.02 entered into between the Employer and the Participant for such Year.
(b)	Employer Matching Contribution.

(1) In General. For each Plan Year, each Employer shall make an Employer Matching Contribution on behalf of each of its Employees for whom a contribution was made pursuant to paragraph (a) of this Section 4.01; provided, however, that no such Contribution shall be made prior to the first day of the Plan Year in which such Employee completes one (1) year of Service. Such Contributions shall equal an amount which, when added to the Forfeitures which have become available for application as of the end of the Year pursuant to Section 4.03 hereof, will be sufficient to credit each such Participant’s Employer Matching Contribution Account with an amount equal to a percentage of that portion of the Participant’s salary reduction for such Year, pursuant to Section 4.02 hereof, which does not exceed six percent (6%) of his Compensation for such Year, based on his years of Service as follows:

Years of Service	Applicable Percentage
Less than 1		0	%
1 but less than 2		25	%
2 but less than 3		30	%
3 but less than 4		35	%
4 but less than 5		40	%
5 or more		50	%

For purposes of determining a Participant’s Employer Matching Contribution under this paragraph (b)(l), if a Participant’s Employment Commencement Date is any date on or after January 1, 2001 and on or before March 31, 2001, and such Participant is employed by an Employer as of the last day of the Short Plan Year, he shall be credited with a year of Service for such Short Plan Year.

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     Notwithstanding the preceding provisions of this paragraph (b), a Participant will not be eligible for an Employer Matching Contribution for a Plan Year if, at any time during such Year, he withdraws a portion of his Account on account of hardship pursuant to Section 6.08(a) hereof or a portion of his Account is deemed distributed pursuant to Section 6.07(d) hereof; provided, however, that if such hardship withdrawal or deemed distribution is due to death, Disability, or retirement, a Participant shall not be ineligible for an Employer Matching Contribution on account of such hardship withdrawal or deemed distribution.

     For any Year, the Employers may decline to make any portion of the contribution specified in this paragraph (b) if the Employers determine that such action is necessary to ensure that the discrimination requirements of Section 401 (a)(4) of the Code, as amended, or the discrimination tests of Section 401 (m) of the Code, as amended, are satisfied; or, alternatively, in the case of a violation of the discrimination tests of such Section 401(m), the Employers may direct the Trustee to distribute “excess aggregate contributions” (as defined in Section 401(m)(6)(B) of such Code), to the Participants by or on whose behalf such contributions were made by the last day of the following year. All additional Employer Matching Contributions shall be paid to the Trustee and payment shall be made not later than the time prescribed by law for filing the consolidated Federal income tax return of the Employers, including any extensions which have been granted for the filing of such tax return.

(2) Average Contribution Percentage Discrimination Test.

(A) With respect to Employer Matching Contributions, either of the following discrimination tests of Code Section 401 (m) must be satisfied:

(1)

The Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees for the Year must not exceed the Average Contribution Percentage for Eligible Participants who are Non-Highly Compensated Employees for the prior Year multiplied by 1.25; or

(2)

the Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees for the Year must not exceed the Average Contribution Percentage for Eligible Participants who are Non-Highly Compensated Employees for the prior Year multiplied by two (2), provided that the Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees does not exceed the Average Contribution Percentage for Eligible Participants who are Non-Highly

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Compensated Employees for the prior Year by more than two (2) percentage points.

(B) In any year in which the Average Contribution Percentage for Highly Compensated Employees who are Eligible Participants does not satisfy the limitation set forth above, the Committee shall reduce allocations of Employer Matching Contributions to such individuals in the manner provided in this paragraph. First, the Committee shall calculate the amount of “excess deferrals” and “excess contributions,” if any, under Section 4.02(d) and shall make any required distributions thereunder. Second, if the Committee then determines that the Plan continues to fail the Average Contribution Percentage Test for the Year, it shall reduce “excess aggregate contributions,” as adjusted for allocable income, during the next Plan Year. For purposes of this paragraph, “excess aggregate contributions” are the amount of aggregate Employer Matching Contributions allocated on behalf of the Highly Compensated Employees which causes the Plan to fail the Average Contribution Percentage Test. The Committee shall reduce the “excess aggregate contributions” to the Highly Compensated Employees in accordance with the following steps:

(1)	The Committee shall calculate total “excess aggregate contributions” for the Highly Compensated Employees.
(2)	The Committee shall calculate the total dollar amount by which the “excess aggregate contributions” for the Highly Compensated Employees must be reduced in order to satisfy the Average Contribution Percentage Test.
(3)	The Committee shall calculate the total dollar amount of Employer Matching Contributions for each Highly Compensated Employee.
(4)	The Committee shall reduce the Employer Matching Contributions of the Highly Compensated Employee(s) with the highest dollar amount of Employer Matching Contributions by reducing such contributions in such Highly Compensated Employee(s) Account in an amount necessary to cause the dollar amount of such Highly Compensated Employee(s)’ Employer Matching Contributions to equal the sum of the Employer Matching Contributions of the Highly Compensated Employee(s) with the next highest dollar amount of such contributions.
(5)	If the total dollar amount reduced pursuant to Step (4) above is less than the total dollar amount of “excess

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	aggregate contributions,” Step (4) shall be applied to the Highly Compensated Employee(s) with the next highest dollar amount of Employer Matching Contributions until the total amount of reduced Employer Matching Contributions equals the total dollar amount of “excess aggregate contributions” calculated in Step (2).
(6)	When calculating the amount of reduction under Step (4), if a lesser reduction, when added to any amounts already reduced under this paragraph, would equal the total amount of reductions necessary to permit the Plan to satisfy the Average Contributions Percentage Test under this Section 4.01(b)(2), the lesser amount shall be reduced instead.
(7)	Any Employer Matching Contributions amount reduced from a Highly Compensated Employee’s Account pursuant to Step (4) above, which shall be treated as an “excess aggregate contribution” (as defined in Code Section 401(m)(6)(B) and the regulations thereunder), together with the income allocable thereto, shall be distributed (or, if not vested, forfeited) to the Participant within two and one-half (21/2) months of the beginning of the subsequent Plan Year.

(C) For purposes of the discrimination tests described herein, an Eligible Participant’s “Contribution Percentage” shall mean the ratio (expressed as a percentage), of the sum of the Employer Matching Contributions under the Plan on behalf of the Eligible Participant for the Year to such Eligible Participant’s Compensation for the Year. The Contribution Percentage of an Eligible Participant who has no Employer Matching Contributions allocated to his Employer Contribution Account for the Year shall equal zero (0). “Eligible Participant” shall mean any Employee who is authorized under the terms of the Plan to have Employer Matching Contributions allocated to his Employer Contribution Account for the Year, and shall include any Employee who is eligible to make Salary Reduction Contributions under the terms of the Plan but elects not to make such contributions for the Year, who is eligible to participate under the terms of the Plan but elects not to participate pursuant to the provisions of Section 3.03(b) hereof, or who is not eligible to have Employer Matching Contributions allocated to his Employer Contribution Account due to the limitation on Additions set forth in Section 5.03 hereof. The “Average Contribution Percentage” is the average (expressed as a percentage) of the Contribution Percentages of all Eligible Participants.

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(D)	In the event that this Plan satisfies the requirements of Code Section 401(a)(4) and 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Code Section 401(a)(4) and 410(b) only if aggregated with this Plan, then this subparagraph (2) shall be applied by determining the Contribution Percentage of Eligible Participants as if all such plans were a single plan. If a Highly Compensated Employee participates in two (2) or more plans of the Employers to which matching contributions are made then all such contributions shall be aggregated for purposes of this subparagraph (2).
(E)	The income allocable to an “excess aggregate contribution” (as defined in Code Section 401(m)(6)(B) and regulations thereunder) shall be determined by multiplying the income allocable to a Participant’s Employer Contribution Account for the Plan Year by a fraction, the numerator of which is the “excess aggregate contributions” (as defined in Code Section 401(m)(6)(B) and regulations promulgated thereunder) for the Participant, as determined above, and the denominator of which is the balance of the Participant’s Employer Contribution Account on the last day of the Plan Year, reduced by the income allocable to such account for the Plan Year and increased by the loss allocable to such account for the Plan Year.
(F)	The Committee may, in its sole discretion, elect to take contributions to a Participant’s Salary Reduction Contribution Account into account in computing the Average Contribution Percentage, in the manner and to the extent provided by Treasury Department regulations promulgated under Code Section 401 (m). However, in such a case, the Actual Deferral Percentage tests under Section 4.02(d)(1) must still be computed and met separately, and in connection therewith, no aggregation with Employer Matching Contributions shall be permitted Alternatively, the Employer may, in its sole discretion, elect to make qualified nonelective contributions in the manner and to the extent provided by Treasury Department regulations under Code Section 401(m), that would, in combination with Employer Matching Contributions under the Plan, satisfy the limitation set forth above. In any event, said correction of the discrimination tests described herein shall be made within twelve (12) months of the end of the Year. Qualified nonelective contributions made to a Participant’s Account shall at all times remain fully vested and subject to the same distribution restrictions as contributions made pursuant to a Participant’s salary reduction agreement.

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(c) Annual Retirement Contribution.

(1) For each Plan Year, if a Participant is eligible to receive an Annual Retirement Contribution as provided in subparagraph (2) below, the amount of the Annual Retirement Contribution to the Trust Fund on his behalf will equal a percentage of such Participant’s Compensation for such Year based on such Participant’s Years of Service as follows:

	Annual Retirement
	Contribution
	as a Percentage of
Participant’s Years of	Participant’s
Service	Compensation
0		1.0	%
1		1.2	%
2		1.4	%
3		1.6	%
4		1.8	%
5		2.0	%
6		2.2	%
7		2.4	%
8		2.6	%
9		2.8	%
10 or more		3.0	%

(2) A Participant shall be eligible to receive an allocation of an Annual Retirement Contribution if he meets the requirements of subparagraphs (A) and (B) below:

(A)	Except for a Participant who died, became Disabled, or retired after reaching his normal retirement date during the Plan Year, such Participant must be employed by an Employer on the last day of the Plan Year for which such Contribution is made.
(B)	In addition, such Participant must meet any one of the following criteria:

(1)	Such Participant must have been hired on or after January 1, 2005;
(2)	Such Participant must have been hired prior to January 1, 2005 and must have made a Retirement Choice Election to freeze participation in the Standard Plan effective December 31,2004;
(3)	Such Participant must have been hired prior to January 1, 2005, must have terminated employment prior to being

Page 25

offered a Retirement Choice Election and must have returned to employment as an eligible Employee after incurring a Break in Service; or

(4)	Such Participant must have been hired prior to January 1, 2005, must have terminated employment prior to being offered a Retirement Choice Election, returned to employment as an eligible Employee prior to incurring a Break in Service and made a Retirement Choice Election to freeze participation in the Standard Plan effective December 31,2004.
(5)	Such Participant must have been employed by an Affiliate at any time prior to January 1, 2005, and prior to such date must not have been eligible at any time to participate in the Standard Plan and on or after such date must have transferred employment to or must have been employed by the Company or a Participating Employer.

(C) The Annual Retirement Contribution shall be paid to the Trustee in accordance with Section 4.01(e) hereof.

(d) Start-Up Contribution.

(1)	If a Participant is eligible for a Start-Up Contribution as provided in subparagraph (2) below, such Participant’s Employer shall make an Employer Contribution to the Trust Fund on his behalf in an amount that is equal to such Participant’s Years of Service multiplied by $100; provided however, such Start-Up Contribution shall in no event be less than $500 nor more than $1,000.
(2)	A Participant is eligible to receive an allocation of a Start-Up Contribution if such Participant —

(A)	Was a participant in the Standard Plan at any time or was an eligible employee as defined in the Standard Plan on December 31, 2004; and
(B)	Made a Retirement Choice Election to freeze participation in the Standard Plan.

(3)	If a Participant is eligible for a Start-Up Contribution, such Contribution shall be made for the Plan Year immediately following the Plan Year in which the Participant’s Retirement Choice Election is made.
(4)	The Start-Up Contribution shall be paid to the Trustee in accordance with Section 4.01(e) hereof.

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(e)

Limitations. All contributions of an Employer shall be made from consolidated current earnings, as computed in accordance with accepted accounting practices, before deduction of Federal income taxes and reserves for contingencies, if any, other than reasonable reserves of a type or character allowed or allowable for Federal income tax purposes, and before deduction of any contributions hereunder. In no event, however, shall the Employer Contributions and Salary Reduction Contributions for any Year exceed the amount deductible for such Year for income tax purposes (on a consolidated return basis) as a contribution to the Trust under the applicable provisions of the Code. The Employer shall pay all Employer Contributions for a Plan Year to the Trust Fund at any time and from time to time, except that the total Employer Contribution for any Plan Year shall be paid in full not later than the time prescribed by Section 404(a)(6) of the Code to enable the Employer to obtain a deduction on its federal income tax return for the Employer’s taxable year. The total Employer Contribution for any Plan Year shall be deemed made on the last day of that Plan Year immediately following such contribution, except for contributions made after the end of the Plan Year, designated as attributable to the prior Plan Year and contributed within the time prescribed by Code Section 404(a)(6), which shall be deemed made on the last day of the prior Plan Year.

Further, the Employer Matching Contribution shall not be made for a Year unless the Company’s earnings per share for such Year are sufficient to cover dividends to stockholders; provided, however, that in no event will Employer Matching Contributions be made if the Company’s net profits for such Year are less man Thirty-Three and One-Third Cents ($.33-1/3) per share; provided, however, that the Board of Directors or the Human Resources Committee of the Board of Directors, in its discretion, may elect to waive this earnings requirement.

4.02 Participant Salary Reduction

        Upon commencement of Participation hereunder and in accordance with such procedures as the Committee or Trustee shall prescribe, a Participant may enter into a salary reduction agreement with his Employer. The terms of such salary reduction agreement shall provide that the Participant agrees to accept a reduction in salary from the Employer equal to any whole percentage of his Compensation per payroll period, with such percentage to be not more than fourteen percent (14%) of such Compensation; provided, however, that for any Year during which the Participant is also a participant in the Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates As Restated Effective January 1, 2000, such percentage shall be four percent (4%) of his Compensation per payroll period.

        In the event that the total reduction on behalf of any Participant for any of his or her taxable years exceeds $14,000 (or such greater amount as permitted under Treasury Department regulations to reflect cost-of-living adjustments), such “excess deferrals” (as defined in Code Section 402(g)(2) and regulations promulgated thereunder), together with income allocable thereto, shall be distributed to the Participant on whose behalf such reduction was made not later than April 15 following the close of the Participant’s taxable

Page 27

year in which the reduction was made, in the manner and to the extent provided under regulations promulgated by the Secretary of Treasury; provided that such excess deferrals shall first be reduced by any “excess contributions” previously distributed for the Plan Year beginning in that taxable year pursuant to Section 4.02(d) hereof.

        The income allocable to an “excess deferral” (as defined in Code Section 402(g)(2) and regulations promulgated thereunder) shall be determined by multiplying the income allocable to a Participant’s Salary Reduction Contribution Account for the Plan Year by a fraction, the numerator of which is the “excess deferrals” (as defined in Code Section 402(g)(2) and regulations promulgated thereunder) of the Participant, as determined above, and the denominator of which is the balance of the Participant’s Salary Reduction Contribution Account on the last day of the Plan Year, reduced by the income allocable to such account for the Plan Year and increased by the loss allocable to such account for the Plan Year.

        Amounts credited to a Participant’s Salary Reduction Contribution Account pursuant to Section 4.01(a) and this Section shall be one hundred percent (100%) vested and nonforfeitable at all times.

Further, salary reduction agreements shall be governed by the following:

(a)	In General. A salary reduction agreement shall apply to each payroll period during which an effective salary reduction agreement is on file with the Participant’s Employer.
(b)	Voluntary Changes to Salary Reduction Agreements. A salary reduction agreement shall be entered into by a Participant upon commencement of Participation hereunder and may be terminated or suspended by the Participant at any time upon notice to the Committee. In addition, if a Participant voluntarily terminates or suspends his salary reduction agreement, he may enter into another salary reduction agreement at any time upon notice to the Committee. Finally, a Participant may amend his salary reduction agreement at any time upon notice to the Committee.
(c)	Effective Date of Changes. Terminations or suspensions of salary reduction agreements, as well as new salary reduction agreements and amendments to salary reduction agreements, shall be effective as of, and shall not apply to any payroll period preceding, the payroll period next following the date on which such termination, suspension, salary reduction agreement or amendment is received by the Committee.
(d)	Involuntary Amendment or Revocation of Salary Reduction Agreement. An Employer may amend or revoke its salary reduction agreement with any Participant at any time if the Employer determines that such revocation or amendment is necessary (i) to ensure that a Participant’s Additions for any Year will not exceed the limitation of Section 5.03 hereof, (ii) to ensure that a Participant’s Salary Reduction Contributions do not exceed the limitation of

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Section 4.02 hereof relating to “excess deferrals” (as defined in Code Section 402(g)(2) and regulations promulgated thereunder), or (iii) to ensure that the discrimination tests of Code Section 401(k) are met for such Year.

        In any case in which such discrimination tests are not met for a Year, the Employer may, in the alternative, (i) direct the Trustee to distribute “excess contributions” (as defined in Code Section 401(k)(8)(B) and regulations promulgated thereunder), together with the income allocable thereto, but first reduced by any “excess deferrals” (as defined in Code Section 402(g)(2) and regulations promulgated thereunder) previously distributed pursuant to Section 4.02 hereof for the taxable year ending within the Plan Year, to the Participant on whose behalf such contributions were made within two and one-half (2¹/2) months of the beginning of the subsequent Year, or (ii) make such additional contributions, subject to the vesting and distribution requirements of Sections 6.03 and 6 04 hereof, and in the manner and to the extent provided by regulations under Code Section 401(k) promulgated by the Secretary of Treasury, to the Salary Reduction Contribution Accounts of Participants who are Non-Highly Compensated Employees as to cause such tests to be satisfied. The Plan shall forfeit Employer Matching Contributions attributable to “excess contributions” (as defined in Code Section 401(k)(8)(B)) distributed under the foregoing clause (i) and such amounts treated as Forfeitures shall be applied as Forfeitures in accordance with Section 4,03 of the Plan. In any event, said correction of the discrimination tests described herein shall be made within twelve (12) months of the end of the Year. In addition, an Employer may amend or revoke its salary reduction agreement with any Participant at any time if the Employer determines that such revocation or amendment is necessary to ensure that the discrimination tests of Code Section 401(m) are met for such Year.

        The income allocable to an “excess contribution” (as defined in Code Section 401(k)(8)(B) and regulations promulgated thereunder) shall be determined by multiplying the income allocable to a Participant’s Salary Reduction Contribution Account for the Plan Year by a fraction, the numerator of which is the “excess contributions” (as defined in Code Section 401(k)(8)(B) and regulations promulgated thereunder) of the Participant, as determined under Section 4.02(d)(l), and the denominator of which is the balance of the Participant’s Salary Reduction Contribution Account on the last day of the Plan Year, reduced by the income allocable to such account for the Plan Year and increased by the loss allocable to such account for the Plan Year.

(1) 401(k) Discrimination Tests and Return of Excess.

(A) The discrimination tests of Code Section 401(k) are satisfied in the following manner. The Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees for the Year shall bear a relationship to the Actual Deferral Percentage for Eligible Participants who are Non-Highly Compensated Employees for the prior Year whereby:

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(1)

The Actual Deferral Percentage for the group of Eligible Participants who are Highly Compensated Employees for the Year is not more than the Actual Deferral Percentage for Eligible Participants who are Non-Highly Compensated Employees for the prior Year multiplied by 1.25; or

(2)

The excess of the Actual Deferral Percentage for the group of Eligible Participants who are Highly Compensated Employees for the Year over that of all Eligible Participants who are Non-Highly Compensated Employees for the prior Year shall not be more than two (2) percentage points, and the Actual Deferral Percentage for the group of Eligible Participants who are Highly Compensated Employees for the prior Year is not more than the Actual Deferral Percentage of all Eligible Participants who are Non-Highly Compensated Employees for the prior Year multiplied by two (2).

(B) If the allocations of the Participant Salary Reduction Contributions do not satisfy the tests set forth above, the Committee shall adjust the accounts of the Highly Compensated Employees as provided in this paragraph. The Committee shall distribute excess contributions, as adjusted for allocable income, during the next Plan Year. However, the Employer will incur an excise tax equal to 10% of the amount of excess contributions for a Year if such contributions are not distributed to the appropriate Highly Compensated Employees during the first 2¹/2 months of the next Plan Year. For purposes of this paragraph, “excess contributions” are the amount of aggregate Salary Reduction Contributions which cause the Plan to fail the Actual Deferral Percentage Test. The Committee shall make distributions to each Highly Compensated Employee of his or her respective share of excess contributions pursuant to the following steps:

(1)	The Committee shall calculate total excess contributions for the Highly Compensated Employees.
(2)	The Committee shall calculate the total dollar amount by which the excess contributions for the Highly Compensated Employees must be reduced in order to satisfy the Actual Deferral Percentage Test.
(3)	The Committee shall calculate the total dollar amount of the Salary Reduction Contributions for each Highly Compensated Employee.

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(4)	The Committee shall reduce the Salary Reduction Contributions of the Highly Compensated Employee(s) with the highest dollar amount of Salary Reduction Contributions by refunding such contributions to such Highly Compensated Employee(s) in an amount sufficient to cause the dollar amount of such Highly Compensated Employee(s)’ Salary Reduction Contributions to equal the dollar amount of the Salary Reduction Contributions of the Highly Compensated Employee(s) with the next highest dollar amount of Salary Reduction Contributions.
(5)	If the total dollar amount distributed pursuant to Step (4) above is less than the total dollar amount of excess contributions, Step (4) shall be applied to the Highly Compensated Employee(s) with the next highest dollar amount of Salary Reduction Contributions until the total amount of distributed Salary Reduction Contributions equals the total dollar amount of excess contributions calculated in Step (2).
(6)	When calculating the amount of a distribution under Step (4), if a lesser reduction, when added to any amounts already distributed under this paragraph, would equal the total amount of distributions necessary to permit the Plan to satisfy the Actual Deferral Percentage Test under this Section 4.02(d)(l), the lesser amount shall be distributed from the Plan.

(C) For purposes of this paragraph (d), the “Actual Deferral Percentage” for a specified group of Eligible Participants for a Year shall be the average of the ratios (expressed as a percentage and calculated separately for each Eligible Participant in such group) of (i) the amount of each such Eligible Participant’s Salary Reduction Contributions actually paid over to the Trust on behalf of the Participant for such Year, to (ii) such Participant’s Compensation for the Year. Salary Reduction Contributions shall be taken into account for the Year if such contributions (i) relate to Compensation that would have been received during the Year (but for the deferral election) or relate to Compensation attributable to services performed during the Year that would have been received within 2¹/2 months after the close of the Year (but for the deferral election), and (ii) are allocated to the Participant’s account as of a date within the Year in accordance with Treasury Department regulations under Code Section 401(k). The Actual Deferral Percentage of an Eligible Participant for whom no Salary Reduction Contributions are paid to the Trust on his behalf for the Year shall equal zero (0). “Eligible Participant” shall mean any

Page 31

Employee who is authorized under the terms of the Plan to have contributions allocated to his Salary Reduction Contribution Account for all or a portion of the Year, and shall include any Employee who is eligible to make Salary Reduction Contributions under the terms of the Plan but elects not to make such contributions for the Year, whose right to make Salary Reduction Contributions has been suspended under Section 6 08(a)(3) hereof, or who is not eligible to have Salary Reduction Contributions allocated to his Salary Reduction Contribution Account due to the limitations on Additions set forth in Section 5.03 hereof.

(D)

In the event that this Plan satisfies the requirements of Code Section 401(a)(4) or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Code Section 401(a)(4) or 410(b) only if aggregated with this Plan, then this paragraph (e) shall be applied by determining the Contribution Percentage of Eligible Participants as if all such plans were a single plan. If a Highly Compensated Employee participates in two (2) or more plans of the Employers to which salary reduction contributions are made then all such contributions shall be aggregated for purposes of this paragraph (d).

(e) Uniform Amendment or Revocation of Salary Reduction Agreements. An Employer may revoke its salary reduction agreements with all Participants or amend its salary reduction agreements with all Participants on a uniform basis, if it determines that it will not have sufficient current profits to make the Employer Matching Contributions to the Plan required by the salary reduction agreements.

4.03 Disposition of Forfeitures

        If, upon a Severance from Service, a Participant is not entitled to a distribution of the entire balance in his Employer Contribution Account, then as of the date on which such Severance from Service occurs, his Account shall be divided into two portions, one representing the nonforfeitable portion, and the other representing the forfeitable portion, of such Account. His Employer Contribution Account shall continue to receive Income allocations pursuant to Section 5.02(a) until the nonforfeitable portion of such Account is distributed. A Forfeiture of the forfeitable portion of the Account will occur upon the earlier of (i) the date on which the Participant receives a full distribution of his vested account balance or (ii) the date on which he incurs five (5) consecutive one (l)-year Breaks in Service. The Participant shall receive a distribution of the nonforfeitable portion of such Account pursuant to Section 6.04. Notwithstanding the foregoing, prior to a Participant’s sixty-fifth (65^th) birthday, written consent of the Participant is required before commencement of the distribution of any portion of his Account if the present value of the nonforfeitable total interest in his Account is greater than $5,000.

        As of the end of the Year in which a Forfeiture occurs, and except as otherwise provided below, such Forfeiture shall be applied to reduce the Employer Contributions to

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the Plan; provided that, to the extent the Forfeitures available to reduce Employer Contributions for the Year exceed such Employer Contributions and all restoration amounts described below, such excess shall be applied in payment of Trustee fees and other reasonable and necessary administrative expenses of the Plan and Trust.

        If the Participant returns to the employ of an Employer before incurring five (5) consecutive one (l)-year Breaks in Service, he shall have the right to repay to the Trust Fund the amount of a prior lump sum payment within the five (5)-year period beginning on his Reemployment Commencement Date. If such repayment is made, then, as of the end of the Year of repayment, the amount of his prior Forfeiture shall be restored and, together with the amount repaid, shall become the beginning balance in his new Employer Contribution Account. Such restoration shall be made first from Forfeitures in the Year in which the Participant returns to the employ of the Employer. To the extent that the Forfeitures available in that Year are insufficient for this purpose, restoration shall be effected by the making of a special Employer Contribution for such Year of repayment.

        Notwithstanding the preceding provisions of this Section 4.03, a Participant who, upon a Severance from Service, is entitled to no portion of his Employer Contribution Account shall be deemed to have received a distribution of zero from such Account at the earliest date on which a distribution could be made under Section 6.04 hereof.

4.04 Rollover Contributions: Transfers

        With the approval of the Committee, any Employee who was a participant in another plan of deferred compensation described in this Section 4.04 may contribute to this Plan a portion or all of the amount of any “qualifying rollover distribution” received by him from such other plan. Any amounts so contributed and related earnings or losses shall be held in a separate Rollover Account established for such Participant. Such Rollover Account shall be one hundred percent (100%) vested, and shall share in Income allocations in accordance with Section 5.02(a), but shall not share in Employer contribution or Forfeiture allocations. The total amount in such Rollover Account shall be distributed in accordance with Article VI.

        The term “qualifying rollover distribution” is herein defined as any amount which, pursuant to Section 402(a)(5) of the Code, may be transferred to this Plan and thereby not be includible in the gross income of the recipient for the taxable year in which paid. The Plan will accept a direct rollover distribution of a “qualifying rollover distribution” from a qualified plan described in Code Section 401(a) or 403(a), excluding after-tax employee contributions or an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b), but only if no amount in such account and no part of the value of such annuity is attributable to any source other than a rollover contribution (as defined in Code Section 402) from an employee’s trust described in Code Section 401(a) which is exempt from tax under Code Section 501(a) or from an annuity plan described in Code Section 403(a) (and any earnings on such contribution), and the entire amount received (including property and other money) is contributed (for the benefit of such individual) to the Plan no later than the 60^th day on which the individual

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receives the payment or distribution. The Plan will not accept any rollover contribution to the extent such contribution represents the individual’s basis in such account or annuity.

        The Trustee, upon approval of the Committee, may accept a transfer from the trustee of another qualified plan or trust of all or any of the assets held by such plan or trust for some or all participants therein; provided, however, that no such transfer shall be accepted for any one particular individual participant in another qualified plan or trust. In the case of a transfer to the Trustee of all or any of the assets of another qualified plan or trust by the trustee of the transferor plan, the amounts so transferred shall be allocated to the individual accounts of each Participant who was also a participant in such other qualified plan. In no event shall a Participant’s vested interest in such a transferred account be less after such transfer than it was prior to such transfer. Furthermore, with respect to such transferred amounts, the vesting schedule of this Plan shall be the same or better than the vesting schedule under the transferor plan, or, in the alternative, this Plan may provide that the entire value of such transferred amounts shall be fully vested and nonforfeitable in the Participant affected.

        The Trustee, upon direction from the Committee, may transfer any amount available for distribution to a Participant hereunder by reason of termination of employment to another trust forming part of a pension, profit sharing or stock bonus plan maintained by such Participant’s new employer and represented by such employer in writing as meeting the requirements of Section 401(a) of the Code, provided that the trust to which such transfer is to be made permits such transfers.

4.05 Contributions by Participants

        Except as provided in Section 4.04 hereof, Participants are neither required nor permitted to make any contributions under this Plan.

4.06 Special Rules under USERRA

        Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u).

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ARTICLE V

ALLOCATIONS TO PARTICIPANTS’ ACCOUNTS

5.01 Individual Accounts

        The Committee shall create and maintain adequate records to disclose the interest in the Trust of each Participant, Former Participant, and Beneficiary. Such records shall be in the form of individual accounts and credits and charges shall be made to such accounts in the manner herein described. The maintenance of individual accounts is only for accounting purposes, and a segregation of the assets of the Trust Fund to each account shall not be required.

5.02 Account Adjustments

        The accounts of Participants, Former Participants, and Beneficiaries shall be adjusted in accordance with the following:

(a) Income. As of each Valuation Date, the Income of the Trust Fund shall be allocated in the following manner:

(1)	The Income (hereinafter, the “Fund Income”) attributable to each investment fund (hereinafter, “Fund”) established pursuant to Article VII hereof (including, as a separate investment fund, assets, if any, invested at the discretion of the Trustee) shall first be determined.
(2)	Fund Income shall then be allocated pro rata to the accounts of Participants, Former Participants, and Beneficiaries who had unpaid balances in their accounts invested in such Fund on such Valuation Date.

(b)

Salary Reduction Contributions. Salary Reduction Contributions made on behalf of a Participant pursuant to Section 4.01(a) hereof shall be deposited in the Trust Fund and allocated to the Participant’s Salary Reduction Contribution Account as soon as administratively feasible, but in no event later than fifteen (15) business days after the end of the month during which such amounts would otherwise have been payable to the Participant, in accordance with Department of Labor Regulations Section 2510.3-102.

(c)

Employer Matching Contributions. As of a date no later than the last day of each Year, the Employer Matching Contributions for the Year made pursuant to Section 4.01(b) hereof, plus the Forfeitures that are being applied to reduce such Employer Matching Contributions for the Year, shall be allocated to the Employer Matching Contribution Accounts of Participants for whom such contributions were made. The amount allocated to each such Participant’s Employer Matching Contribution Account shall be the amount determined in accordance with such Section 4.01(b).

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(d)

Annual Retirement Contribution. As of a date no later than the last day of each Year, the Annual Retirement Contribution made pursuant to Section 4.01(c) hereof, plus the Forfeitures that are being applied to reduce such contributions for the Year, shall be allocated to the Annual Retirement Contribution Account of each Participant for whom such Contribution is made. The amount allocated to each eligible Participant’s Annual Retirement Contribution Account shall be the amount determined in accordance with Section 4.01(c).

(e)

Start-Up Contribution. A Start-Up Contribution made pursuant to Section 4.01(d) hereof, plus the Forfeitures that are being applied to reduce such Contribution for the Year, shall be allocated to the Start-Up Contribution Account of Participants for whom such Contribution is made as of a date no later than the last day of the Plan Year for which the Participant is eligible to receive such an allocation. The amount allocated to each eligible Participant’s Start-Up Contribution Account shall be the amount determined in accordance with Section 4.01(d).

5.03 Maximum Additions

(a) Notwithstanding anything contained herein to the contrary, the total additions made to the Salary Reduction Account and Employer Contribution Account of a Participant shall not exceed the lesser of (1) or (2), where:

(1)	is $42,000 (or such greater amount as permitted under Internal Revenue Service rulings to reflect increases in the cost-of-living); and
(2)	is 100% of the Participant’s total compensation for such limitation year. Notwithstanding the preceding, the compensation limit shall not apply to any contribution for medical benefits after Separation from Service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition.

        For purposes of this Section 5.03, a Participant’s “total compensation” includes earned income, wages, salaries, fees for professional service and other amounts received for personal services actually rendered in the course of employment with his Employer (including, but not limited to, commissions paid to salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, and bonuses) and excluding the following: (i) Employer contributions to a plan of deferred compensation to the extent contributions are not included in the gross income of a Participant for the taxable year in which contributed, or on behalf of a Participant to a simplified employee pension plan under Section 219(b)(7) of the Code, and any distributions from a plan of deferred compensation whether or not includible in the gross income of the Participant when distributed, provided, however, that a Participant’s “total compensation” shall include his Salary Reduction Contributions and contributions to a plan described in Sections 125, 457, and 132(f)(4) of the Code; (ii) amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by a Participant becomes

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freely transferable or is no longer subject to a substantial risk of forfeiture; (iii) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and (iv) other amounts which receive special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity contract described in Section 403(b) of the Code (whether or not the contributions are excludible from the gross income of the Participant)

(b)	If, as a result of the allocation of Forfeitures, a reasonable error in estimating a Participant’s ‘total compensation’ causes such Additions to exceed the limitations set forth in paragraph (a), above, such excess shall be deemed to arise solely from Employer Matching Contributions described in Section 4.01(b) hereof and the amount of such contributions constituting the excess shall be treated as a Forfeiture for the Year. In the event that all or any portion of such excess cannot be treated as a Forfeiture for such limitation year because of the application of paragraph (a), above, the amount which cannot be so treated shall be held in a suspense account until it can be so treated in a subsequent Year, and no further Additions shall be made to Participants’ accounts until the amount in such suspense account has been fully allocated. Notwithstanding any provision to the contrary herein contained, if this Plan terminates during any limitation year in which such suspense account cannot be disposed of because of the application of paragraph (a), above, the amount in the suspense account shall revert to the Employers.
(c)	For purposes of this limitation, all defined benefit plans of the Employer, whether or not terminated, are to be treated as one defined benefit plan and all defined contribution plans of the Employer, whether or not terminated, are to be treated as one defined contribution plan. The extent to which a Participant’s annual Additions under the Plan shall be reduced as compared to the extent to which his annual benefits or Additions under any other plans shall be reduced in order to achieve compliance with the limitations of Section 415 of the Code shall be determined by the Committee in such a manner as to maximize the aggregate benefits payable to such Participant. If such reduction is under this Plan, the Committee shall advise the affected Participant of any additional limitations on his annual benefits required by this paragraph.
(d)	The above limitations are intended to comply with the provisions of Section 415 of the Code, so that the maximum benefits provided by plans of the Employers shall be exactly equal to the maximum amounts allowed under Section 415 of such Code and regulations thereunder. If there is any discrepancy between the provisions of Section 415 of such Code and the provisions of this Plan, such discrepancy shall be resolved in such a way as to give full effect to the provisions of such Section 415.
(e)	For purposes of this Plan, the “limitation year” shall be the Plan Year.

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5.04 Top-Heavy Provisions

        The following provisions shall become effective in any Year in which the Plan is determined to be a Top-Heavy Plan:

(a) Determination of Top-Heavy Status. The Plan will be considered a Top-Heavy Plan for the Year if as of the last day of the preceding Plan Year, (the “determination date”):

(1)

The value of the sum of Employer Contribution Accounts and Salary Reduction Contribution Accounts (but not including any allocations to be made as of such last day of the Year except contributions actually made on or before that date and allocated pursuant to Section 5.02(b) or 5.02(c)) of Participants who are Key Employees and their Beneficiaries exceeds sixty percent (60%) of the value of the sum of Employer Contribution Accounts and Salary Reduction Contribution Accounts (but not including any allocations to be made as of such last day of the Year, except contributions actually made on or before that date and allocated pursuant to Section 5.02(b)or 5.02(c)of all Participants and their Beneficiaries (the “60% Test”) or (2) the Plan is part of a required aggregation group (within the meaning of Code Section 416(g)(2)) and the required aggregation group is top-heavy. However, and notwithstanding the results of the “60% Test”, the Plan shall not be considered a Top-Heavy Plan for any Year in which the Plan is a part of a required or permissive aggregation group (within the meaning of Section 416(g)(2)) which is not top-heavy. For purposes of the 60% Test for any Plan Year, (i) the value of the Employer and Salary Reduction Contribution Accounts of individuals who are former Key Employees shall not be taken into account, (ii) the value of the Employer and Salary Reduction Contribution Accounts of individuals who have not rendered services to the Employers for the one (l)-year period ending on the determination date shall not be taken into account, and (iii) any contribution of eligible rollover contributions, or any plan-to-plan transfer described in Section 4.05 hereof, shall not be treated as part of the Participant’s Employer or Salary Reduction Contribution Account.

(2)

Aggregation shall be determined as follows:

(A) Aggregation Group.

(i) Required Aggregation. The term “aggregation group” means:

(I)	each plan of the Employer in which a Key Employee is a participant, and
(II)	each other plan of the Employer that enables any plan described in subclause (I) to meet the requirements of Section 401(a)(4) or 410.

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(ii) Permissive Aggregation. The Employer may treat any plan not required to be included in an aggregation group under clause (i) as being part of such group if such group would continue to meet the requirements of Code Sections 401(a)(4) and 410 with such plan being taken into account.

(B) Top-Heavy Group. The term “top-heavy group” means any aggregation group if:

(i) the sum (as of the determination date) of:

(I)	the present value of the cumulative accrued benefits for Key Employees under all defined benefit plans included in such group, and
(II)	the aggregate of the accounts of Key Employees under all defined contribution plans included in such group,

(ii) exceeds sixty percent (60%) of a similar sum determined for all Employees.

(b) Minimum Allocations. Notwithstanding the provisions of Sections 5.02(b) and 5.02(c), for any Year during which the Plan is deemed a Top-Heavy Plan, the amount of Employer contribution for the Year to be allocated to the Employer Contribution Account of each Participant who is not a Key Employee and who is employed by the Employers on the last day of the Year shall not be less than the lesser of (i) three percent (3%) of the Participant’s total compensation for the Year or (ii) the percentage obtained by dividing the amount allocated to the Salary Reduction Contribution Account and Employer Contribution Account of the most highly compensated Key Employee for the Year by so much of the total compensation of such Key Employee for the Year as does not exceed $150,000 (as automatically increased in accordance with Treasury Department regulations); provided, however, that an amount allocated to the Salary Reduction Contribution Account of a Participant who is not a Key Employee shall not be considered in determining the minimum allocation for such Participant hereunder; provided, further, that the requirements of this paragraph (b) shall not apply to the extent that the minimum allocations set forth herein are made under another defined contribution plan maintained by the Employer.

        Employer Matching Contributions shall be taken into account for purposes of satisfying the minimum allocation requirements of Code Section 416(c)(2) and the Plan. The preceding sentence shall apply with respect to Employer Matching Contributions under the Plan or, if the Plan provides that the minimum allocation requirement shall be met in another plan, such other plan. Employer Matching Contributions that are used to satisfy the minimum allocation requirements shall be treated as Employer Matching Contributions for purposes of the Actual

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Contribution Percentage Test and other requirements of Section 401(m) of the Code.

        Notwithstanding the foregoing, the Employer may provide, in an addendum to this Plan, that the minimum benefit requirement shall be met in another plan (including another plan that consists solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) of the Code are met). The addendum should include the name of the other plan, the minimum benefit that will be provided under such other plan, and the employees who will receive the minimum benefit under such other plan.

(c) “Total Compensation” Defined. The term “total compensation” as used in this Section 5.04 shall have the same meaning as that set forth in Section 415(c)(3) of the Code.

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ARTICLE VI

BENEFITS

6.01 Retirement or Disability

        If a Participant’s employment with his Employer is terminated at or after his normal retirement date, or if his employment is terminated prior to his normal retirement date because of Disability, he shall be entitled to receive the entire amount then in each of his Accounts in accordance with Section 6.04. The “entire amount” in a Participant’s Accounts at termination of employment shall include any Employer Contribution to be made pursuant to Section 4.01 for the Year of termination of employment but not yet allocated. If a Participant remains in employment after his normal retirement date, he shall continue to be treated as an active Participant hereunder. For purposes of this Plan, the term “normal retirement date” means, with respect to a Participant, the first day of the month coincident with, or immediately following, his attainment of age sixty-five (65)

6.02 Death

        In the event that the termination of employment of a Participant is caused by his death, the entire amount then in each of his Accounts shall be paid to his Beneficiary in accordance with Section 6.04 after receipt by the Committee of acceptable proof of death. The “entire amount” in a Participant’s Accounts at termination of employment shall include any Employer contributions to be made pursuant to Section 4.01 for the Year of termination of employment but not yet allocated.

6..03 Termination for Other Reasons

        If a Participant’s employment with his Employer is terminated before his normal retirement date for any reason other than Disability or death, the Participant shall be entitled to the sum of:

(a)	The entire amount credited to both his Salary Reduction Contribution Account (including any Salary Reduction Contributions to be made to such account for the Year of termination of employment but not yet allocated) and his Rollover Account, plus
(b)	An amount equal to the “vested percentage” of his Employer Contribution Account balance (including any Employer Contributions to be made to such account for the Year of termination of employment but not yet allocated). Such vested percentage shall be determined in accordance with the following schedule:

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Years of Service	Vested Percentage			Forfeited Percentage
Less than 1		0	%		100	%
1 but less than 2		20	%		80	%
2 but less than 3		40	%		60	%
3 but less than 4		60	%		40	%
4 but less than 5		80	%		20	%
5 or more		100	%		0	%

        Payment of benefits due under this Section shall be made in accordance with Section 6.04 or, if applicable, Section 6.05. Notwithstanding any provision to the contrary herein contained, a Participant shall be fully vested in his Employer Contribution Account balance upon his attainment of age sixty-five (65) . In the event that the Plan is amended to change the vesting schedule set forth above, a Participant with at least three (3) years of Service shall have the right to elect that his vested percentage be determined pursuant to the vesting schedule in effect prior to the amendment.

6.04 Payments of Benefits

        The following provisions shall apply with respect to the method and timing of benefit payments hereunder:

(a)

In General. Payment of a Participant’s (or Former Participant’s) benefits upon entitlement under Sections 6.01-6.03 hereof shall commence as soon as administratively feasible following the receipt by the Trustee of the last contribution made on behalf of such Participant or Former Participant; provided that payment in no event shall commence earlier than the end of the month immediately following the month in which such entitlement occurs; provided further that payment prior to the date set forth in the immediately following sentence shall be made only upon completion by the recipient of a distribution request in such form as may be specified from time to time by the Committee; provided further that, in the case of a Participant or Former Participant whose vested account balance exceeds $5,000, such account balance shall not be distributed without the consent of the Participant or Former Participant, unless such Participant or Former Participant has attained age sixty-five (65).

(b)

Latest Commencement Date. However, and notwithstanding anything to the contrary herein contained, payment of his benefits must commence no later than the earlier of (i) the Required Beginning Date applicable to the Participant or Former Participant pursuant to Section 6.05(b)(5)(v) hereof, or (ii) unless a Participant or Former Participant elects otherwise (which can be no later than the date specified in clause (i) of this sentence), the sixtieth (60th) day after the latest of the close of the Year in which the Participant attains age sixty-five (65) or incurs a Severance from Service; provided that, in the case of clause (ii) of this sentence, if the amount of a payment cannot be ascertained by such sixtieth (60th) day, a payment retroactive to such date may be made no later than sixty (60) days after the earliest date on which the amount of such payment can be ascertained.

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(c) Distribution Before Age 59¹/2. If a Participant or Former Participant elects that a benefit payment be made to him before his attainment of age fifty-nine and one-half (59¹/2), the Participant or Former Participant shall be advised by the Committee that an additional income tax may be imposed equal to ten percent (10%) of the portion of the amount so received which is included in his gross income for the taxable year of receipt unless, among others, (i) such distribution is made on account of death or Disability, (ii) such distribution is part of a scheduled series of substantially equal periodic payments for the life of the Participant or Former Participant (or the joint life expectancies of the Participant or Former Participant and his Beneficiary, (iii) such distribution is used to pay medical expenses to the extent deductible under Section 213 of the Code (determined without regard to whether the Participant or Former Participant itemizes deductions), (iv) such distribution is made to an alternate payee pursuant to a “qualified domestic relations order” described in Section 9.03 hereof, or (v) such distribution is made to a Participant by reason of “early retirement.” For purposes of the preceding sentence, a Participant who terminates employment on or after his attainment of age 55 for reasons other than death, Disability or normal retirement shall be treated as having separated from service by reason of early retirement and shall be entitled to that portion of his benefit determined pursuant to Section 6.03 hereof, to be payable, subject to the foregoing provisions of this Section 6.04, as of the date of his early retirement.

(d) Forms of Payment. The Committee shall direct the Trustee to distribute the Participant’s (or Former Participant’s) benefits in any one of the following two methods, as elected by the recipient:

(1)

In a lump sum; or

(2)

In periodic payments of substantially equal amounts for a specified number of years not in excess of ten (10) (or, if less, the life expectancy of the Participant or Former Participant or the joint life expectancy of the Participant or Former Participant and his Beneficiary designated in accordance with Section 6.06), in which event the unpaid balance shall continue to receive an Income allocation in accordance with Section 5.02(a)). Such periodic payments shall be made not less frequently than annually. If periodic payments are made to a Participant or Former Participant prior to his death and if the Participant or Former Participant dies before receiving all payments to which he was entitled, the remaining payments shall be made in accordance with Section 6.05(b)(4)(i). If the Participant or Former Participant dies before payment of his benefits has commenced, his benefits must be distributed in accordance with Section 6.05(b)(4)(ii).

        Notwithstanding any provision of this Section 6.04 to the contrary, a Participant, Former Participant, or Beneficiary who has previously elected to receive benefits in periodic payments of substantially equal amounts for a specified number of years may, at any time, elect to have

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the remaining balance of such benefits paid in a lump sum as soon as practicable following such election. The amount which a Participant, Former Participant, or Beneficiary is entitled to receive at any time and from time to time may be paid in cash or in securities, or in any combination thereof, provided no discrimination in value results therefrom. In all cases, distributions from the Plan will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury Department regulations thereunder, including the minimum distribution incidental benefit requirements.

(e) Special Rules Applicable to Married Participants in Limited Circumstances. Notwithstanding the preceding provisions of this Section 6.04, the following special rules shall apply with respect to payments made to or on behalf of a married Participant or a married Former Participant who received a transfer to this Plan of assets (other than a transfer made pursuant to a qualifying rollover distribution described in Section 4.04 hereof), from a plan described in Section 401(a)(l l)(b)(i) and (ii) of the Code:

(1)

Pre-Retirement Survivor Annuity. Any death benefits payable pursuant to Section 6.02 hereof, shall be paid to the Participant’s (or Former Participant’s) surviving spouse in the form of a life annuity; provided, however, that, at any time prior to the Participant’s (or Former Participant’s) death, the Participant or Former Participant and his spouse may, by written election acknowledging the effect of such election, direct that such death benefits be payable to one or more other Beneficiaries and in a form provided under paragraph (a) above.

(2)

Qualified Joint and Survivor Annuity. Any benefits payable under Section 6.01 or 6.03 hereof, shall be paid in the form of a joint and survivor annuity under which a monthly amount is payable to the Participant or Former Participant for his life, and, upon his death, no less than fifty percent (50%), nor more than one hundred percent (100%), of such monthly amount is payable to his spouse, if surviving, for the remainder of the spouse’s life; provided, however, that within a period beginning ninety (90) days prior to the date on which benefits commence, the Participant or Former Participant and his spouse may, by a written election acknowledging the effect of such election, direct that the Participant’s (or Former Participant’s) benefits be paid in a form provided under paragraph (a) above.

(f) Distribution of Small Amounts. Notwithstanding the preceding provisions of this Section 6.04, a Participant’s (or Former Participant’s) benefits hereunder shall in all events be paid in a lump sum if the total of such benefits is $5,000 or less; provided, however, that unless earlier distribution is requested by the distributee, no payment shall be made prior to the end of the year in which entitlement to such payment occurs. In determining the value of a Participant’s nonforfeitable benefit for this purpose, the Plan shall disregard that portion of the Participant’s benefit

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that is attributable to Rollover Contributions (and earnings allocable thereto) within the meaning of Sections 402(c), 403(a)(4), 403(b)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code, Effective March 28, 2005, in the event such a distribution is greater than $1,000, if the participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly following entitlement to such distribution, then the Committee will pay the distribution in a direct rollover to an individual retirement plan designated by the Committee.

(g) Direct Rollovers. Notwithstanding any provision of the Plan to the contrary, the recipient of all or any portion of a Participant’s (or Former Participant’s) benefits, other than a Beneficiary who is not a surviving spouse, may elect, in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution paid directly to an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, a qualified trust described in Section 401 (a) of the Code, an annuity contract described in Section 40.3(b) of the Code, or an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state (and which agrees to separately account for amounts transferred into such plan from this Plan), that will accept the eligible rollover distribution, as specified by the recipient. For purposes of this Section 6.04(g), an “eligible rollover distribution” shall mean any distribution of all or any portion of the balance to the credit of the recipient, except (i) a distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the recipient or the joint lives (or joint life expectancies) of the recipient and the recipient’s designated Beneficiary, or for a specified period of ten (10) years or more; (ii) a distribution to the extent such distribution is required under Section 401(a)(9) of the Code; (iii) the portion of any distribution that is not includible in gross income; or (iv) any hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code. An eligible rollover distribution shall include after-tax employee contributions which are not includible in gross income. However, such after-tax employee contributions may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Section 401 (a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

6.05 Required Minimum Distributions

(a) In General

(1) Subject to the provisions of this Section 6.05, commencement of a benefit will, unless the Participant elects otherwise in writing, begin not later than

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the 60^th day after the later of (i) the close of the Plan Year in which the Participant attains his normal retirement date hereunder or (ii) the close of the Plan Year which contains the date on which the Participant incurs a Severance from Service.

(2) Notwithstanding any provision of the Plan to the contrary, all distributions required under this Section will be determined and made in accordance with the Treasury Regulations issued under Code Section 401(a)(9) on April 17, 2002 and June 14, 2004

(b) Mandatory Distributions. The following provisions incorporate the IRS Model Amendment relating to mandatory distributions and shall apply for purposes of determining required minimum distributions effective for Plan Years beginning on and after January 1, 2003. Capitalized terms not otherwise defined herein shall have the meanings ascribed in paragraph (b)(5) of this Section 9.05

(1)	TEFRA. Notwithstanding the following provisions of this paragraph (b), distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.
(2)	Time and Manner of Distribution.

(i)	Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.
(ii)	Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(A)	If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½, if later.
(B)	If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, then distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.
(C)	If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December

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31 of the calendar year containing the fifth anniversary of the Participant’s death.

(D) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 6.05(b)(2)(ii), other than Section 6.05(b)(2)(ii)(A), will apply as if the surviving spouse were the Participant.

For purposes of this Section 6.05(b)(2)(ii) and Section 6.05(b)(4), unless Section 6.05(b)(2)(ii)(D) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Section 6.05(b)(2)(ii)(D) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 6.05(b)(2)(ii)(A). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under Section 6.05(b)(2)(ii)(A)), the date distributions are considered to begin is the date distributions actually commence.

(iii)

Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first distribution calendar year distributions will be made in accordance with Sections 6.05(b)(2) and (3). If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury Regulations issued thereunder.

(3) Required Minimum Distributions During Participant’s Lifetime.

(i) Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

(A) the quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Section l.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

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(B) if the Participant’s sole designated Beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.

(ii) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 6.05(b)(3) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

(4) Required Minimum Distributions After Participant’s Death.

(i) Death On or After Date Distributions Begin.

(A) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated Beneficiary, determined as follows:

(I)

The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(II)

If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

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(III) If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, the designated Beneficiary’s remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

(B) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(ii) Death Before Date Distributions Begin.

(A)	Participant Survived by Designated Beneficiary. Except as may be elected pursuant to Section 6.05(b)(4)(iii)(A) if the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated Beneficiary, determined as provided in Section 6.05(b)(4)(i).
(B)	No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
(C)	Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 6.05(b)(2)(ii)(A), this Section 6.05(b)(4)(ii) will apply as if the surviving spouse were the Participant.

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(iii) Certain Elections Allowed.

(A)

Election to Allow Participants or Beneficiaries to Elect 5-Year Rule. Participants or Beneficiaries may elect on an individual basis whether the 5-year rule or the life expectancy rule in Sections 6.05(b)(2)(ii) and 6.05(b)(4)(ii) hereof applies to distributions after the death of a Participant who has a designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under Section 6.05(b)(2)(ii), or by September 30 of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, surviving spouse’s) death. If neither the Participant nor Beneficiary makes an election under this paragraph, distributions will be made in accordance with Sections 6.05(b)(2)(ii) and 6.05(b)(4)(ii).

(B)

Election to Allow Designated Beneficiary Receiving Distributions Under 5-Year Rule to Elect Life Expectancy Distributions. A designated Beneficiary who is receiving payments under the 5-year rule may make a new election to receive payments under the life expectancy rule until December 31, 2003, provided that all amounts that would have been required to be distributed under the life expectancy rule for all distribution calendar years before 2004 are distributed by the earlier of December 31, 2003 or the end of the 5-year period.

(5) Definitions.

(i)

Designated beneficiary. The individual who is designated as the Beneficiary under Section 6.06 hereof and is the designated beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-l, Q&A-4, of the Treasury Regulations.

(ii)

Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 6.05(b)(2)(ii). The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required

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minimum distribution for the distribution calendar year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year.

(iii)	Life expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.
(iv)	Participant’s account balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.
(v)	Required beginning date. A Participant’s Required Beginning Date is April 1 of the calendar year immediately following the later of the calendar year in which the Participant attains age seventy and one-half (70½) or the calendar year in which the Participant terminates employment with the Employer. Notwithstanding the foregoing, with respect to a Participant who is a five-percent (5%) owner, as described in Section 401(a)(9)(C)(ii)(I) of the Code, the Required Beginning Date for such Participant is April 1 of the calendar year following the calendar year in which he attains age seventy and one-half (70½).

6.06 Designation of Beneficiary

     Each Participant or Former Participant from time to time may designate any person or persons (who may be designated contingently or successively and who may be an entity other than a natural person) as his Beneficiary or Beneficiaries to whom his Plan benefits are paid if he dies before receipt of all such benefits. Each Beneficiary designation shall be on a form prescribed by the Committee and will be effective only when filed with the Committee during the Participant’s (or Former Participant’s) lifetime. Each Beneficiary designation filed with the Committee will cancel all Beneficiary designations previously filed with the Committee. Except as otherwise provided below, the revocation of a Beneficiary designation, no matter how effected, shall not require the consent of any designated Beneficiary.

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     If any Participant or Former Participant fails to designate a Beneficiary in the manner provided herein, or if the Beneficiary designated by a deceased Participant or Former Participant dies before him or before complete distribution of the Participant’s (or Former Participant’s) benefits, the Committee shall direct the Trustee to distribute such Participant’s (or Former Participant’s) benefits (or the balance thereof) to his surviving spouse or, if he has no surviving spouse, then, in the Committee’s discretion, to either:

(a)	any one or more of the next of kin of such Participant or Former Participant, and in such proportions as the Committee determines; or
(b)	the estate of the last to die of such Participant or Former Participant and his Beneficiary or Beneficiaries.

     Notwithstanding any provision to the contrary herein contained, the designation, by a married Participant or a married Former Participant, of a Beneficiary other than his spouse shall require the written consent of such spouse. The consent must name the designated Beneficiary or Beneficiaries who are to be the recipients of the Participant’s (or Former Participant’s) benefits. The spouse’s consent must acknowledge the effect of the election and be witnessed by a notary public or Plan representative.

6.07 Loans to Participants

       The Committee is authorized to establish a program of Participant loans from the Trust Fund. In addition to such rules and regulations as the Committee may adopt, all loans shall comply with the following rules and conditions:

(a)	The source for such loan may include the Participant’s Salary Reduction Contribution Account and the vested portion of his Employer Matching Contribution Account. The Start-Up Contribution Account and the Annual Retirement Contribution Account shall not be available for funding a loan.
(b)	An application for a loan by a Participant shall be made in writing to the Committee, whose action thereon shall be final.
(c)	The period of repayment for any loan shall be arrived at by agreement between the Committee and the borrower, but such period in no event shall exceed five (5) years; provided, however, that such period may exceed five (5) years where the proceeds of the loan are to be used to acquire a dwelling which is to be used within a reasonable time as the principal residence of the Participant. The loan (i) must be in level payments, made not less frequently than quarterly, over the term of the loan, with privilege of prepayment, in whole (but not in part), at any time, and (ii) prior to termination of the borrowing Participant’s employment, shall be repaid by payroll deduction. Within the limitations of the immediately preceding sentence, the precise manner and frequency of payments shall be determined by the Committee at the time that the loan is made.
(d)	Each loan made to a Participant shall be secured by (i) an assignment and pledge of not more than 50%, as determined immediately after the origination of the loan

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as of the current Valuation Date, of his right, title and interest in and to his Salary Reduction Contribution Account plus the vested portion of his Employer Matching Contribution Account, and (ii) his promissory note for the amount of the loan, including interest payable to the order of the Trustee. A “default” shall occur upon the failure by a Participant to make payment under the loan by the end of the calendar quarter following the calendar quarter in which the due date of such payment occurred; provided that in the case of a Participant who is on an Authorized Leave of Absence, no default shall occur until the end of a twelve (12)-month period beginning on such due date. Upon default, the entire remaining principal balance of the loan shall be treated as a deemed distribution to the Participant from the Plan, and the amount of such deemed distribution shall be reported to the Internal Revenue Service on Form W2-P or Form 1099-R, as appropriate.

(e)	Each loan shall bear a rate of interest equal to the interest rate charged by commercial lenders under similar circumstances. The Committee shall determine such interest rate by applying the provisions of the immediately preceding sentence.
(f)	No loan shall be made in an amount less than $1,000. No more than two loans may be outstanding at any time; provided that, in the case of a Participant who makes a direct transfer to this Plan of eligible rollover amounts pursuant to Code Section 401(a)(31), if such transfer consists of amounts to the credit of such Participant under the Thrall Plan described in Section 3.10 hereof and includes the unpaid balances of any loans made under such Thrall Plan, then, with respect to such Participant, the total number of loans outstanding hereunder shall be the greater of (i) two (2) or (ii) the total number of such transferred loans.
(g)	No amount shall be loaned to a Participant which would cause his outstanding loan balance under the Plan to exceed the lesser of (1) or (2), where:

(1)	is $50,000 reduced by the excess of the highest outstanding balance of loans to such Participant over the twelve (12) month period ending on the day before the loan is made over the outstanding balance of loans to such Participant on the date the loan is made, and
(2)	is one-half (½) of the value of his Salary Reduction Contribution Account and the vested portion of his Employer Contribution Account as of the current Valuation Date.

(h) No distribution (other than a hardship withdrawal described in Section 6.08(a) hereof) shall be made to any Participant or Former Participant or to a Beneficiary of any such Participant unless and until all unpaid loans of such Participant have been liquidated. Foreclosure against a Participant’s Employer Contribution Account and Salary Reduction Contribution Account shall occur immediately upon default and shall result in the reduction of such account balances to the extent of unpaid principal; provided that there shall be no foreclosure against a

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Participant’s account balances until the occurrence hereunder of an event permitting distribution of such account balances.

(i)	Loans shall be made available to Former Participants who are parties-in-interest only as required by ERISA and Department of Labor guidelines.
(j)	Any loan made prior to January 1, 2005 under the Plan shall continue to be governed by the provisions of the Plan as in effect prior to such date and applicable to such loan.
(k)	The Committee may from time to time promulgate such additional procedures as it deems necessary, in its sole discretion, for the governance of Plan loans; provided that such procedures shall be consistent with the foregoing provisions of this Section 6.07 and shall be applied in a uniform and nondiscriminatory manner.
(l)	Loan repayments will be suspended under this Plan, as permitted under Code Section 414(u)(4), on behalf of those Participants who are on an Authorized Leave of Absence because of “qualified military service,” as defined in Code Section 414(u).
(m)	To the extent that a Participant who has an outstanding loan is on an Authorized Leave of Absence, such Participant shall be permitted to make direct payments to repay his loan, the precise manner and frequency of which shall be determined by the Committee in its sole discretion at the time that such Participant’s Authorized Leave of Absence commences. In addition, if the Participant’s Authorized Leave of Absence is unpaid, the Committee may, in its sole discretion, suspend the Participant’s loan payments during a period of not more than twelve (12) months; provided, however, that the Participant’s loan must be repaid by the latest date permitted under Code Section 72(p)(2)(B) and the loan payments due after the Authorized Leave of Absence ends (or, if earlier, after the first year of the Authorized Leave of Absence) must not be less than those required under the terms of the original loan. To the extent that a Former Participant who has an outstanding loan on the date of his termination of employment with the Employers is not eligible to receive a distribution from the Plan due to the application of the distribution restrictions of Code Section 401(k)(2)(B)(ii), such Former Participant shall be permitted to repay his loan as if he were still an active Participant hereunder, with the precise manner and frequency of loan payments to be determined by the Committee in its sole discretion at the time that such Former Participant’s employment is terminated.
(n)	Effective for Plan loans made after December 31, 2001, Plan provisions prohibiting loans to any owner-employee or shareholder-employee shall cease to apply.

6.08 In-Service Withdrawals

(a) Hardship Withdrawal from Salary Reduction Contribution Account. No amounts may be withdrawn by a Participant from his Salary Reduction Contribution

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Account prior to termination of employment with the Employers except to the extent of an election made in accordance with the following:

(1) If the Participant elects a withdrawal prior to the date on which he attains age 59½, such withdrawal (i) may not include any earnings accrued after 1988 and (ii) will require the consent of the Committee. Such consent shall be given only if the Participant is able to demonstrate financial hardship. The Committee will determine that the Participant has properly demonstrated financial hardship only if the Participant demonstrates that the purpose of the withdrawal is to meet his immediate and heavy financial needs, the amount of the withdrawal does not exceed such financial needs, and the amount of the withdrawal is not reasonably available from other resources. The Participant will be considered as having demonstrated that the purpose of the withdrawal is to meet his immediate and heavy financial needs only if he represents that the distribution is on account of:

(A)	medical expenses (as described in Section 213(d) of the Code) incurred (or required to be paid in advance to obtain medical care) by the Participant, his spouse or any of his dependents;
(B)	the purchase (excluding mortgage payments) of a principal residence for the Participant;
(C)	the payment of tuition and related educational fees for the next twelve (12) months of post-secondary education for the Participant, his spouse, children or dependents; or
(D)	foreclosure on the mortgage of, or eviction from, the Participant’s principal residence.

(2) Moreover, the Participant will be considered as having demonstrated that the amount of the withdrawal is unavailable from his other resources and in an amount not in excess of that necessary to satisfy his immediate and heavy financial needs only if each of the following requirements is satisfied:

(A)	the Participant represents that the distribution is not in excess of the amount of his immediate and heavy financial needs; and
(B)	the Participant has obtained all distributions, other than hardship distributions, and all nontaxable loans currently available to him under all plans currently maintained by the Employers.

(3) In the event of any withdrawal by a Participant pursuant to this subparagraph (1), such Participant’s Salary Reduction Contributions under Section 4.02 and his contributions under all other employee plans maintained by the Employers shall be suspended for a period of six (6).

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months, and the Participant may authorize no further Salary Reduction Contributions until the first business day immediately following such six (6) month period of suspension. Withdrawal elections under this subparagraph (1) may be made at any time but not more frequently than once each Plan Year. All withdrawals under this subparagraph shall be made in accordance with the provisions of Section 6.04 hereof, relating to the form of payment. To the extent elected by a Participant, any hardship withdrawal made pursuant to this subparagraph (1) to such Participant shall be increased by an amount equal to the lesser of (i) all Federal, state and local income taxes and associated penalties (including, if applicable, the additional income tax described in Section 6.04(c) hereof) imposed with respect to such hardship withdrawal or (ii) the amount, if any, in such Participant’s Salary Reduction Contribution Account in excess of such hardship withdrawal.

(b)	Post Age 59½ Withdrawal from Salary Reduction Contribution Account. If the Participant elects a withdrawal on or after the date on which he attains age 59½, such a withdrawal will not require the consent of the Committee and may be made for any purpose and at any time from his Salary Reduction Contribution Account; provided that any such withdrawal must be in the form of a lump sum.
(c)	Post Age 59½ Withdrawal from Matching Contribution Account. A Participant may elect to receive a lump-sum distribution of the vested amount in his Employer Matching Contribution Account at any time after such Participant or Former Participant attains age fifty-nine and one-half (59½).
(d)	Withdrawal or Distribution from Rollover Account. A Participant may elect to receive a lump-sum distribution of his Rollover Account at any time for any purpose.
(e)	Spousal Consent. If the Participant is married, his spouse must specifically consent to a withdrawal under this Section 6.08 within a period which is ninety (90) days prior to the date on which the withdrawal is made.
(f)	Administrative. Withdrawal elections under this Section 6.08 shall be made on written forms supplied by the Committee for such purpose.

6.09 Partial Withdrawals Following Termination of Employment Prior to Complete Distribution

(a) Salary Reduction Contribution Account. Subject to the foregoing provisions, a Former Participant who is entitled to a distribution under Section 6.04 but who has not yet elected to receive such distribution may elect a withdrawal under Section 6.08(a) or (b) prior to the time that complete distribution is made if such Former Participant elects to take a distribution as of the end of the next calendar quarter in the form of a lump sum in accordance with Section 6.04 hereof.

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(b)	Matching Contribution Account. A Former Participant who is entitled to a distribution under Section 6.04 but who has not yet elected to receive such distribution may elect a withdrawal under this Section 6.09(b) prior to the time that such complete distribution is made if such Former Participant elects to take a distribution in the form of a lump sum at the time specified in, and in accordance with, Section 6.04 hereof.
(c)	Withdrawal or Distribution from Rollover Account. A Former Participant who is entitled to a distribution under Section 6.04 but who has not yet elected to receive such distribution may elect to receive a lump-sum distribution of his Rollover Account at any time for any purpose.
(d)	Administrative and Spousal Consent. Withdrawal elections under this Section 6.09 shall be made on written forms supplied by the Committee for such purpose. If the Former Participant is married, his spouse must specifically consent to a withdrawal made under this Section 6.09 within a period which is ninety (90) days prior to the date on which the withdrawal is made.

6.10 Payments to Alternate Payees. Any amounts payable to an “alternate payee” pursuant to Section 414(p) of the Code (as defined in such Section) shall be distributed to such payee in a lump sum as soon as reasonably possible after such payee’s right to such distribution is established by a “qualified domestic relations order” (as defined in such Section); provided that if the amount distributable to such payee exceeds $5,000, such payee must consent to any such distribution made prior to his or her attainment of age sixty-five (65). An alternate payee shall be entitled to receive a distribution pursuant to this paragraph (g) even though the associated Participant may be ineligible to receive a distribution of any portion or all of his vested account balances hereunder and notwithstanding that the related qualified domestic relations order may mandate distribution to such alternate payee at a later date. This paragraph (g) is intended to govern the timing of a distribution to an alternate payee and shall not be construed to increase the amount of such distribution.

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ARTICLE VII

TRUST FUND

7.01 General

     All contributions under this Plan shall be paid to the Trustee and deposited in the Trust Fund. All assets of the Trust Fund, including investment income, shall be retained for the exclusive benefit of Participants, Former Participants, and Beneficiaries and shall be used to pay benefits to such persons or to pay administrative expenses of the Plan and Trust Fund to the extent not paid by the Employers and, except as provided in Section 5.02(b) and below, shall not revert to or inure to the benefit of the Employers.

     Notwithstanding anything herein to the contrary and pursuant to Section 403(c)(2) of ERISA, upon an Employer’s request, a contribution which was made by reason of a mistake of fact, or conditioned upon the initial qualification of the Plan or upon the deductibility of the contribution under Section 404 of the Code, shall be returned to the Employer within one year after the payment of the contribution, the denial of the qualification, or the disallowance of the deduction (to the extent disallowed), whichever is applicable. It is hereby acknowledged that (i) all contributions hereunder are expressly conditioned on the deductibility of such contributions and (ii) the continued existence of the Plan is conditioned on its tax-qualification.

     The Trustee shall generally have authority for the management and investment of assets held in the Trust, to the extent provided in the Trust; provided that a Participant, Former Participant, or Beneficiary shall have the right, in accordance with procedures prescribed by the Committee, to direct the Trustee as to the investment of assets in his Accounts. Any such investment direction by a Participant, Former Participant, or Beneficiary shall consist solely of the right to direct the extent to which assets shall be invested in such investment media as may be selected from time to time by the Committee. Upon commencement of Participation, a Participant shall be requested to indicate the extent to which assets shall be invested in such media as may have been selected on forms provided by the Committee for this purpose. A Participant, Former Participant, or Beneficiary may elect to change his investment allocations at such periodic intervals during a Plan Year as determined by the Committee, in accordance with such procedures as the Committee may prescribe. Should a Participant, Former Participant, or Beneficiary fail to provide the Trustee with the investment directives described herein, the assets in such individual’s Accounts shall be invested in accordance with such default option or options as may be selected from time to time by the Committee and communicated to such individual.

     A Participant, Former Participant or Beneficiary is entitled to direct the exercise of voting rights with respect to the shares of Company common stock allocated to said Participant’s (or Former Participant’s or Beneficiary’s) Accounts (with the number of such allocated shares to be determined as of any Valuation Date by dividing the then price per share into the total value of all shares allocated to such Accounts). The Committee shall

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obtain, as to all such common stock, directions from such Participant, Former Participant, or Beneficiary as to how said shares are to be voted. The Committee shall furnish such directions to the Trustee, who shall then vote the shares accordingly. If, however, within a reasonable period of time prior to any meeting of stockholders of the Company as may be specified by the Committee, no instructions shall have been received by the Committee from such Participant(s), Former Participant(s) or Beneficiary(ies), the Committee shall instruct the Trustee to vote, in person or by proxy, such shares in the manner determined by the Committee in its sole discretion.

     The Trustee shall vote any unallocated shares of Company common stock held by it pursuant to written directions from the Committee.

7.02 Special Rules for HMGI Stock fund

     Notwithstanding the preceding, a Participant’s Accounts may be invested in an equity fund consisting of the common stock of Halter Marine Group, Inc. (“HMGI”). All shares of HMGI common stock (the “HMGI Shares”) received by the Plan as a result of the Company’s distribution of HMGI Shares to its shareholders shall be held in a separate equity fund (the “HMGI Stock Fund”). For purposes of this Plan, such distribution shall be treated as a distribution of income on the shares of common stock of the Company held by the Trust. Except as otherwise provided in this Section 7.02, the HMGI Shares shall be treated in the same manner as shares of the Company’s common stock.

(a)	The HMGI Shares shall be allocated among the Participants’ Accounts on a pro-rata basis based on the number of shares of common stock of the Company allocated to each Participant’s Accounts as of March 31, 1997; provided, however, that all such allocations shall be in whole shares of HMGI common stock. To the extent that a Participant would be allocated a fractional HMGI Share on March 31, 1997, such fraction will be sold and the proceeds shall be invested in shares of the common stock of the Company.
(b)	The Trustee shall not purchase any additional HMGI Shares. If the Trustee receives a distribution of cash dividends on the HMGI Shares held in the HMGI Stock Fund, such amounts shall be reinvested as if they were an additional contribution to the Plan in accordance with each Participant’s most recent investment election.
(c)	A Participant may on any business day direct the Trustee to liquidate any portion of his investment in the HMGI Stock Fund and reinvest the proceeds in another investment media; provided, however, that such Participant shall not thereafter be permitted to invest such funds in the HMGI Stock Fund.

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ARTICLE VIII

ADMINISTRATION

8.01 Allocation of Responsibility Among Fiduciaries for Plan and Trust Administration

     The Fiduciaries shall have only those specific powers, duties, responsibilities and obligations as are specifically given them under this Plan or the Trust. In general, the Employers shall have the sole responsibility for making the contributions provided for under Section 4.01, and the Company shall have the sole authority to appoint and remove the Trustee, members of the Committee and any Investment Manager which may be provided for under the Trust and to amend or terminate, in whole or in part, this Plan or the Trust. The Committee shall have the sole responsibility for the administration of this Plan, which responsibility is specifically described in this Plan and the Trust. The Trustee shall have responsibility for the administration of the Trust and the management of the assets held under the Trust, to the extent provided in the Trust and Article VII hereof. Each Fiduciary warrants that any directions given, information furnished, or actions taken by it shall be in accordance with the provisions of the Plan or the Trust, as the case may be, authorizing or providing for such direction, information or action. Furthermore, each Fiduciary may rely upon any such direction, information or action of another Fiduciary as being proper under this Plan or the Trust, and is not required under this Plan or the Trust to inquire into the propriety of any such direction, information or action. It is intended under this Plan and the Trust that each Fiduciary shall be responsible for the proper exercise of its own powers, duties, responsibilities and obligations and shall not be responsible for any act or failure to act of another Fiduciary. No Fiduciary guarantees the Trust Fund in any manner against investment loss or depreciation in asset value.

8.02 Appointment of Committee

     The Plan shall be administered by a Profit Sharing Committee consisting of at least three persons who shall be appointed by and serve at the pleasure of the Board of Directors of the Company. All usual and reasonable expenses of the Committee may be paid in whole or in part by the Employers, and any expenses not paid by the Employers shall be paid by the Trustee out of the principal or income of the Trust Fund. Any members of the Committee who are Employees shall not receive compensation with respect to their services for the Committee.

8.03 Claims Procedure

     The Committee shall make all determinations as to the right of any person to a benefit. Any denial by the Committee of a claim for benefits under the Plan by a Participant, Former Participant, or Beneficiary shall be stated in writing by the Committee and delivered or mailed to the Participant, Former Participant, or Beneficiary; and such notice shall set forth the specific reasons for the denial, written to the best of the Committee’s ability in a manner that may be understood without legal or actuarial counsel. In addition, the

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Committee shall afford a reasonable opportunity to any Participant, Former Participant, or Beneficiary whose claim for benefits has been denied for a review of the decision denying the claim.

8.04 Records and Reports

     The Committee shall exercise such authority and responsibility as it deems appropriate in order to comply with ERISA and governmental regulations issued thereunder relating to records of Participant’s Service, account balances and the percentage of such account balances which are nonforfeitable under the Plan; notifications to Participants and Former Participants; annual registration with the Internal Revenue Service; and annual reports to the Department of Labor.

8.05 Other Committee Powers and Duties

     The Committee shall have such duties and powers as may be necessary to discharge its responsibilities hereunder, including, but not by way of limitation, the following:

(a)	to construe and interpret the Plan, decide all questions of eligibility and determine the amount, manner and time of payment of any benefits hereunder;
(b)	to prescribe procedures to be followed by Participants, Former Participants, or Beneficiaries filing applications for benefits;
(c)	to prepare and distribute, in such manner as the Committee determines to be appropriate, information explaining the Plan;
(d)	to receive from the Employers and from Participants or Former Participants such information as shall be necessary for the proper administration of the Plan;
(e)	to furnish the Employer, upon request, such annual reports with respect to the administration of the Plan as are reasonable and appropriate;
(f)	to receive, review and keep on file (as it deems convenient or proper) reports of the financial condition, and of the receipts and disbursements, of the Trust Fund from the Trustee; and
(g)	to appoint or employ individuals to assist in the administration of the Plan and any other agents it deems advisable, including legal and actuarial counsel, the Trustee or any other Fiduciary.

     Subject to the right of the Committee to amend the Plan pursuant to the last paragraph of Section 3.01 hereof, the Committee shall have no power to materially add to, subtract from or modify any of the terms of the Plan, or to change or add to any benefits provided by the Plan, or to waive or fail to apply any requirements of eligibility for a benefit under the Plan.

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8.06 Rules and Decisions

     The Committee may adopt such rules as it deems necessary, desirable, or appropriate. All rules and decisions of the Committee shall be uniformly and consistently applied to all Participants and Former Participants in similar circumstances. When making a determination or calculation, the Committee shall be entitled to rely upon information furnished by a Participant, Former Participant, or Beneficiary, the Employers, the legal counsel of the Employers, or the Trustee.

8.07 Committee Procedures

     The Committee may act at a meeting or in writing without a meeting. The Committee shall elect one of its members as chairman, appoint a secretary, who may or may not be a Committee member, and advise the Trustee of such actions in writing. The secretary shall keep a record of all meetings and forward all necessary communications to the Employers or the Trustee. The Committee may adopt such bylaws and regulations as it deems desirable for the conduct of its affairs. All decisions of the Committee shall be made by the vote of the majority including actions in writing taken without a meeting. A dissenting Committee member who, within a reasonable time after he has knowledge of any action or failure to act by the majority, registers his dissent in writing delivered to the other Committee members, the Employers and the Trustee, shall not be responsible for any such action or failure to act.

8.08 Authorization of Benefit Payments

     The Committee shall issue directions to the Trustee concerning all benefits which are to be paid from the Trust Fund pursuant to the provisions of the Plan, and warrants that all such directions are in accordance with this Plan.

8.09 Application and Forms for Benefits

     The Committee may require a Participant or Former Participant to complete and file with the Committee an application for a benefit and all other forms approved by the Committee, and to furnish all pertinent information requested by the Committee. The Committee may rely upon all such information so furnished it, including the Participant’s (or Former Participant’s) current mailing address. The failure by a Participant or Former Participant to file a claim for benefits will not result in the forfeiture of any benefits which are otherwise nonforfeitable under this Plan.

8.10 Facility of Payment

     Whenever, in the Committee’s opinion, a person entitled to receive any payment of a benefit or installment thereof hereunder is under a legal disability or is incapacitated in any way so as to be unable to manage his financial affairs, the Committee may direct the Trustee to make payments to such person or to his legal representative or to a relative or friend of such person for his benefit, or the Committee may direct the Trustee to apply the payment for the benefit of such person in such manner as the Committee considers advisable. Any payment of a benefit or installment thereof in accordance with the provisions of this Section

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     shall be a complete discharge of any liability for the making of such payment under the provisions of the Plan.

8.11 Indemnification

     The Employers shall indemnify and hold harmless each member of the Committee against all loss, cost, expenses or damages, including attorneys’ fees and court costs: (a) occasioned by any act or omission to act in connection with the responsibility of such member for the administration of this Plan; or (b) arising under or by virtue of the provisions of Part 4, Subtitle B, Title I of ERISA; provided, however, that the Employers shall not indemnify and hold harmless any such member against any loss, cost, expenses and damages occasioned by the gross negligence or willful misconduct of such member.

8.12 Unclaimed Benefits

     During the time when a benefit hereunder is payable to any Participant, Former Participant, or Beneficiary, the Committee, upon request by the Trustee, or at its own instance, shall mail by registered or certified mail to such Participant, Former Participant, or Beneficiary, at his last known address, a written demand for his then address and for satisfactory evidence of his continued life, or both. If such information is not furnished to the Committee within twelve (12) months from the mailing of such demand, then the Committee may, in its sole discretion, declare such benefit, or any unpaid portion thereof, suspended, with the result that such unclaimed benefit shall be treated as a Forfeiture for the Year within which such twelve (12) month period ends, but shall be subject to restoration through an Employer contribution if the lost Participant, Former Participant, or Beneficiary later files a claim for such benefit.

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ARTICLE IX

MISCELLANEOUS

9.01 Nonguarantee of Employment

     Nothing contained in this Plan shall be construed as a contract of employment between any Employer and any Employee, or as a light 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.

9.02 Rights to Trust Assets

     No Employee or Beneficiary shall have any right to, or interest in, any assets of the Trust Fund upon termination of his employment or otherwise, except as provided from time to time under this Plan, and then only to the extent of the benefits payable under the Plan to such Employee out of the assets of the Trust Fund. All payments of benefits as provided for in this Plan shall be made solely out of the assets of the Trust Fund and none of the Fiduciaries shall be liable therefor in any manner.

9.03 Nonalienation of Benefits

     Except as provided below, no Participant, Former Participant or Beneficiary shall have the right to anticipate, assign, alienate, charge, encumber, sell or transfer any benefit provided under the Plan, and the Trustee will not recognize any anticipation, assignment, alienation, charge, sale or transfer. Furthermore, a benefit under the Plan shall not be subject to attachment, charge, encumbrance, garnishment, levy, execution or other legal or equitable process. The foregoing restrictions shall not apply in the following case(s):

(a)	Participant Loans. If a Participant, Former Participant or Beneficiary who has become entitled to receive payment of benefits under this Agreement is indebted to the Trustee by virtue of a participant loan the Committee may direct the Trustee to pay the indebtedness and charge it against the account balance of the Participant, Former Participant or Beneficiary.
(b)	Distributions Under Domestic Relations Orders. Nothing contained in this Plan shall prevent the Trustee, under the direction of the Committee, from complying with the provisions of a qualified domestic relations order, as defined in Code Section 414(p).
(c)	Distributions Under Certain Judgments and Settlements. Nothing contained in this Plan shall prevent the Trustee from complying with a judgment or settlement which requires the Trustee to reduce a Participant’s benefits under the Plan by an amount that the Participant is ordered or required to pay to the Plan if each of the following criteria are satisfied:

(1) The order or requirement must arise:

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(A)	under a judgment or conviction for a crime involving the Plan;
(B)	under a civil judgment (including a consent order or decree) entered by a court in an action brought in connection with an actual or alleged violation of Part 4 of Title I of ERISA; or
(C)	under a settlement agreement with either the Secretary of Labor or the Pension Benefit Guaranty Corporation and the Participant in connection with an actual or alleged violation of Part 4 of Title I of ERISA by a fiduciary or any other person.

(2)	The decree, judgment, order or settlement must expressly provide for the offset of all or part of the amount ordered or required to be paid to the Plan against the Participant’s benefits under the Plan.
(3)	To the extent that (i) the survivor annuity requirements of Code Section 401(a)(11) apply to the portion of the Participant’s account balance which will be reduced or offset, and (ii) the Participant has a spouse at the time at which the reduction or offset is to be made:

(A)	(i) the spouse must consent to the reduction or offset in writing, as witnessed by a notary public or a plan representative, (ii) it must be established that such consent may not be obtained for any of the reasons outlined in Code Section 417(a)(2)(B), or (iii) the spouse must previously have executed an election to waive his or her right to a qualified joint and survivor annuity or a qualified preretirement annuity in accordance with the requirements of Code Section 417(a);
(B)	the decree, judgment, order or settlement must require the spouse to pay an amount to the Plan in connection with a violation of Part 4 of Title I of ERISA; or
(C)	the decree, judgment, order or settlement must provide that the spouse shall retain his or her right to receive a survivor annuity calculated as provided in Code Section 401(a)(13)(D).

9.04 Discontinuance of Employer Contributions

     In the event of the permanent discontinuance of contributions to the Plan by the Employers, the accounts of all Participants shall, as of the date of such discontinuance, become nonforfeitable.

9.05 Certain Social Security Increases

     In the case of a Participant or his Beneficiary who is receiving benefits under this Plan, or in the case of a Former Participant, such benefits shall not be decreased by reason of any increase in the benefit levels payable under Title II of the Social Security Act or any

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     increase in the wage base under such Title II occurring after the date of such Participant’s termination of employment.

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ARTICLE X

AMENDMENTS AND ACTION BY EMPLOYER

10.01 Amendments

     The Company reserves the right to make from time to time any amendment or amendments to this Plan which do not cause any part of the Trust Fund to be used for, or diverted to, any purpose other than the exclusive benefit of Participants, Former Participants, or their Beneficiaries; provided, however, that the Company may make any amendment it determines necessary or desirable with or without retroactive effect, to comply with ERISA. In addition, no amendment hereof, unless made to secure the approval of the Internal Revenue Service or other governmental bureau or agency shall operate retroactively to reduce or divest the then-vested interest hereunder of any Participant, Former Participant, or Beneficiary or to reduce or divest any benefit payable hereunder unless all Participants, Former Participants, and Beneficiaries then having vested interests or benefit payments affected thereby shall consent to such amendment.

10.02 Action by Employer

     Any action by an Employer under this Plan may be by resolution of its Board of Directors or by any person or persons duly authorized by resolution of said Board to take such action.

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ARTICLE XI

SUCCESSOR EMPLOYER AND MERGER OR CONSOLIDATION OF PLANS

11.01 Successor Employer

     In the event of the dissolution, merger, consolidation or reorganization of an Employer, provisions may be made by which the Plan and Trust will be continued by the successor; and, in that event, such successor shall be substituted for the Employer under the Plan. The substitution of the successor shall constitute an assumption of Plan liabilities by the successor and the successor shall have all of the powers, duties and responsibilities of the Employer under the Plan.

11.02 Plan Assets

     In the event of any merger or consolidation of the Plan with, or transfer in whole or in part of the assets and liabilities of the Trust Fund to, another trust fund held under any other plan of deferred compensation maintained or to be established for the benefit of all or some of the Participants of this Plan, the assets of the Trust Fund applicable to such Participants shall be transferred to the other trust fund only if:

(a)	each Participant would (if either this Plan or the other plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer (if this Plan had then terminated);
(b)	resolutions of the Board of Directors of the Employer under this Plan, or of any new or successor employer of the affected Participants, shall authorize such transfer of assets; and, in the case of a new or successor employer of the affected Participants, its resolutions shall include an assumption of liabilities with respect to such Participants’ inclusion in the new employer’s plan; and
(c)	such other plan and trust are qualified under Sections 401(a) and 501(a) of the Code.

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ARTICLE XII

PLAN TERMINATION

12.01 Right to Terminate

     In accordance with the procedures set forth in this Article, the Company may terminate the Plan at any time. In addition, each Participating Employer may, at any time, discontinue its participation in the Plan, in which event the Plan shall be considered terminated as to such Participating Employer. In the event of the dissolution, merger, consolidation or reorganization of an Employer, the Plan shall terminate with respect to such Employer unless the Plan is continued by a successor to the Employer in accordance with Section 11. 01.

12.02 Partial Termination

     Upon termination of the Plan with respect to a group of Participants which constitutes a partial termination of the Plan, the Trustee shall, in accordance with the directions of the Committee, allocate and segregate for the benefit of the Participants with respect to whom the Plan is being terminated the proportionate interest of such Participants in the Trust Fund. The funds so allocated and segregated shall be used by the Trustee to pay benefits to or on behalf of Participants in accordance with Section 12.03. The termination of active participation by those individuals described in Addendum A shall not constitute a partial termination of the Plan.

12.03 Liquidation of the Trust Fund

     Upon complete or partial termination of the Plan, the accounts of all Participants affected thereby shall become fully vested, and the Committee shall direct the Trustee to distribute the assets remaining in the Trust Fund, after payment of any expenses properly chargeable thereto, to Participants, Former Participants and Beneficiaries affected by such termination in proportion to their respective account balances.

12.04 Manner of Distribution

     Distributions after termination of the Plan shall be made in a form and manner consistent with the provisions of Section 6.04 hereof.

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     IN TESTIMONY WHEREOF, TRINITY INDUSTRIES, INC. has caused this instrument to be executed in its name and on its behalf, by the officer thereunto duly authorized, this                     day of                     , 2005, effective as of January 1, 2005 (except as otherwise indicated herein).

	TRINITY INDUSTRIES, INC.
	By:	/s/ [ILLEGIBLE]
	Title:
ATTEST:
/s/ [ILLEGIBLE]

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EX-10.5.5

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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EX-10.8.1

Exhibit 10.8.1

AMENDMENT DATED DECEMBER 7, 2005 TO THE
TRINITY INDUSTRIES, INC.
DEFERRED PLAN FOR DIRECTOR FEES

     Pursuant to the provisions of Article VII thereof, the Trinity Industries, Inc. Deferred Plan for Director Fees (the “Plan”) is hereby amended effective as of December 7, 2005 in the following respects only:

     FIRST: The third sentence of the first paragraph of Article II of the Plan is amended by restatement in its entirety to read as follows:

Sums credited to the Account will accrue an interest equivalent from the date they are credited to the Account at a rate equal to the annual LIBOR rate plus 6 points, determined as of the first business day following each Adjustment Date or such other annual rate as determined by the Human Resources Committee of the Board of Directors prior to the beginning of each Annual Period; provided that any such determination shall be limited by, and made in accordance with, Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder.

     SECOND: A new Article XII is added to read in its entirety as follows:

XII
ELECTION TO TERMINATE PARTICIPATION IN THE PLAN

     Notwithstanding the provisions of Article IV, the Company, in its sole and unfettered discretion, may provide a Participant with the right, exercisable at any time on or before December 28, 2005, to terminate his or her participation in the Plan with respect to all deferred amounts held in his or her Account under the Plan as of December 31, 2004, together with interest, income, and other allocations of earnings after said date and receive an immediate single lump sum distribution of all such deferred amounts held in his or her Account under the Plan. The election and corresponding distribution is intended to comply with the election and distribution provisions of Notice 2005-1, Q&A 20, as published by the Internal Revenue Service. A Participant’s election to terminate his or her participation in the Plan shall become effective upon filing with the Company a written election form provided by the Company.

     IN WITNESS WHEREOF, this Amendment has been executed this 7^th day of December, 2005.

TRINITY INDUSTRIES, INC.
By:
	Vice President and Secretary

EX-10.8.2

Exhibit 10.8.2

TRINITY INDUSTRIES, INC.

2005 DEFERRED PLAN FOR DIRECTOR FEES

     THIS PLAN, adopted as of the 1^st day of January 2005 by Trinity Industries, Inc., a Delaware corporation (the “Company”), is being established primarily for the purpose of providing to members of the Board of Directors of the Company the ability to defer receipt of all or part of their compensation as a Director. This Plan does not relate to and shall not apply to the Deferred Plan for Director Fees effective July 17, 1996, or any similar plans previously offered by the Company (the “Predecessor Plans”). This Plan is not intended as a “material modification” of the Predecessor Plans as such term is described in any guidance issued under Section 409A of the Internal Revenue Code (hereinafter “Section 409 A”).

I.

DEFINITIONS

     Whenever used herein, the following terms shall have the meaning set forth below:

(a)	“Account” means the separate memorandum account maintained by the Company for each Director who elects to participate in the Plan.
(b)	“Adjustment Date” means the last day of each calendar quarter and such other dates as the Administrative Committee in its discretion may prescribe.
(c)	“Annual Fee” means the retainer and meeting fees paid to a Director for services rendered as a member of the Board of Directors of the Company, including fees for services on a committee, for the Annual Period.
(d)	“Annual Period” means the calendar year.

(e)	“Board of Directors” means the Board of Directors of the Company.
(f)	A “Change of Control” shall be deemed to 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 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 January 1, 2005, constitute the Board of Directors 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 of Directors 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 January 1, 2005, 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

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assets, other 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.

(g)	“Committee” means the Human Resources Committee of the Board of Directors.
(h)	“Director” means a member of the Board of Directors.
(i)	“Participant” means a Director who has elected to participate in this Plan in accordance with Article III hereof.
(j)	“Plan” means the Trinity Industries, Inc. 2005 Deferred Plan for Director Fees as set forth in this instrument and as it may hereafter be amended from time to time.

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(k) “Termination Date” means the date upon which a Director ceases to be a member of the Board of Directors; provided, however, if a Director is also an employee of the Company (or any affiliated entity), his or her Termination Date shall be the date on which he or she ceases to be a member of the Board of Directors and is also considered to have a separation from service as an employee in accordance with Section 409A.

II.

PLAN DESCRIPTION

     A Director may elect, in accordance with Article III hereof, to defer receipt of all or a specified part of his or her Annual Fee. The Company will maintain an Account for each Participant into which the deferred portion of his or her Annual Fee will be credited on the date the Director would otherwise be entitled to receive such amount. For each Annual Period, sums credited to the Account will accrue an interest equivalent from the date they are credited at a rate equal to the annual LIBOR rate plus 6 points or such other annual rate as determined by the Committee prior to the beginning of each Annual Period; provided that any such determination of the Committee shall be limited by, and made in accordance with, Section 409A and any guidance issued thereunder. The accrued interest equivalent shall be credited to the Account on each Adjustment Date, and shall thereafter be subject to subsequent accruals of an interest equivalent.

     Each year, prior to the beginning of the Annual Period, a Participant may elect to have the deferred portion of his or her Annual Fee for such Annual Period treated as if invested in units of Common Stock of the Company (“Stock Units”), in lieu of having the Account credited with an interest equivalent as provided in the preceding paragraph. In the event of such an election, Stock Units will be deemed to be acquired on the first day of each quarter for

4

the deferred portion of the Annual Fee credited to the Account in the prior quarter. Dividend equivalents in the form of additional Stock Units will be credited to the Account as of the date of payment of cash dividends on the Company’s Common Stock. A Stock Unit shall be deemed to be equal in value to a share of Common Stock of the Company at the closing price of the Company’s Common Stock on the New York Stock Exchange on the first date of particular determination, or if the date of determination is not a trading day on the New York Stock Exchange, on the next succeeding trading day. In case of a split or other subdivision of the Company’s Common Stock, Stock Units will be similarly deemed to be split or subdivided. At each Adjustment Date, a Participant’s Account that has been credited with Stock Units shall be valued on the basis of shares of the Company’s Common Stock at that date, taking into account any increase or decrease in the market value of the Company’s Common Stock.

     For an Annual Period, a Participant must affirmatively elect to have the deferred portion of his or her Annual Fee for such period treated as if invested in Stock Units. Such an election must be made prior to the first day of the applicable Annual Period and shall apply to the deferred portion of the Annual Fee for the entire Annual Period. After such an election is made, the Participant may, for any subsequent Annual Period, change his or her election to have the deferred portion of the Annual Fee for future Annual Periods credited with an interest equivalent. Any amounts previously treated as invested in Stock Units will continue to be so treated as invested in Stock Units, except that at any time following a Participant’s Termination Date, if he or she has not elected to be paid a lump sum, then he or she may elect, by written notice to the Company, to have the Stock Units in his or her Account converted into a dollar value as of the next Adjustment Date to thereafter accrue an interest equivalent on the value of the Account.

5

     The amount payable from a Participant’s Account shall be determined on the basis of the value of the Account as of the Adjustment Date last preceding the date of payment plus any deferrals credited to and less any distributions made from such Account since such Adjustment Date. The amount of each payment made with respect to an Account shall be deducted from the balance of such Account at the time of payment.

     The Participant’s Account, as determined in accordance with the preceding paragraph, will be distributed to the Participant, in accordance with the Participant’s election, either (i) in annual installments not exceeding ten (10) years or (ii) in a lump sum; such installments shall begin, or lump sum payment shall be made, as soon as practicable following the Participant’s Termination Date; provided however, that with respect to any Participant who is treated as a “key employee” (as defined in Code Section 409A) for the year in which the Termination Date occurs, to the extent required by Code Section 409A, such lump sum distribution or the first annual installment (as the case may be) shall be delayed until the date which is six (6) months after the Termination Date (or, if earlier, the date of the Participant’s death). Any such election by the Participant must be made on an “Election and Agreement to Defer Director’s Fees” as provided by the Company. Such distribution election must be made in advance of the performance of services during the Annual Period for which an election to participate in the Plan is or has been made and shall be irrevocable; provided however, a change in the form of the payment may be made if the change is (i) made at least twelve (12) months before the first payment is scheduled to commence, and (ii) such change results in each payment being made no earlier than five (5) years after such payment was scheduled to begin under the prior election. However, no such change may result in the acceleration of any payment in violation of Section 409A.

6

     Upon a Participant’s Termination Date, the Participant’s distribution shall be made in accordance with the distribution election made on the “Election and Agreement to Defer Director’s Fees” for the Annual Period or periods for which the election applies. If the Participant fails to make an election, the Participant’s Account will be paid in annual installments over a ten (10) year period. If the Participant is paid in installments, the interest equivalent sum will continue to accrue on the undisbursed balance of the Account and the Stock Units will continue to be credited with dividend equivalents on the Stock Units remaining in the Account. All distributions will be deemed to be made pro rata from the interest equivalent balance and from the value of Stock Units, with the portion of the distribution from Stock Units being treated as if an equivalent number of Stock Units had been sold (without commission or other expense) as of the last Adjustment Date in order to make the distribution. The preceding provisions of this paragraph to the contrary notwithstanding, in the event that a Participant’s Termination Date occurs on or after a Change of Control, the Participant’s Account will be distributed to the Participant either in a lump sum within five days of the Change of Control or in annual installments not exceeding ten (10) years, whichever is elected by the Participant in a separate election on a form for such purpose as provided by the Company, which election shall be made at the time of the Participant’s initial election to participate in the Plan and shall be irrevocable; provided, however, that the Participant may change this separate distribution election subsequent to the initial election with the new election to be effective only in the event that the new election is made (i) made at least twelve (12) months before the first payment is scheduled to commence, and (ii) such change results in each payment being made no earlier than five (5) years after such payment was scheduled to begin under the prior election. However, no such change may result in the acceleration of any payment in violation of Section 409A. Provided further that,

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with respect to any Participant who is treated as a “key employee” (as defined in Code Section 409A) for the year in which the Termination Date occurs, to the extent required by Code Section 409A, such lump sum distribution or the first annual installment (as the case may be) shall be delayed until the date which is six (6) months after the Termination Date (or, if earlier, the date of the Participant’s death).

     Upon the death of a Participant prior to the receipt of any or all of the installments of his or her Account, such installments as are then unpaid shall be paid in full as soon as practicable following the date of his or her death, to the beneficiary or beneficiaries designated in writing on a form provided by the Company and filed with the Secretary of the Company by the Participant during his lifetime or, upon failure to make such designation or if such designee or designees shall have predeceased Participant, then to the Participant ‘s estate. The Participant shall have the right to change the beneficiary designation from time to time by instrument in writing delivered to the Secretary of the Company.

III.

ELECTION TO BECOME A PARTICIPANT

     A Director desiring to become a Participant shall execute an “Election and Agreement to Defer Director’s Fees” as shall be provided by the Company. This election shall be made in advance of the performance of services during the Annual Period for which an election to participate in this Plan is being made and shall be irrevocable for such Annual Period. A Participant who is participating in the Plan may change his or her election for a subsequent Annual Period by executing an “Election and Agreement to Defer Director’s Fees” as shall be provided by the Company, prior to the performance of services for such Annual Period, and such subsequent election shall be irrevocable for such Annual Period.

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IV.

TERMINATION OF ELECTION

     Participation in the Plan may not be terminated prior to the end of an Annual Period and shall be continued unless the Participant executes a new election for the next Annual Period to not participate. All amounts credited to a Participant’s Account shall remain in the Account to be distributed or forfeited in accordance with the provisions of this Plan.

V.

MAINTENANCE OF ACCOUNT

     The Company shall maintain an Account on behalf of each Participant in the form and manner prescribed by acceptable accounting standards, and shall make a report of same in writing within 90 days after the end of Annual Period to each Participant.

VI.

UNFUNDED PLAN

     This Plan shall be unfunded for tax purposes and for purposes of Title I of the ERISA. Neither the Company nor the Board of Directors shall be deemed to be a trustee of any amounts to be paid under this Plan. Said amounts shall continue for all purposes to be a part of the general funds of the Company, and no person other than the Company shall, by virtue of the provisions of this Plan, have any interest in such funds. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. Any liability of the Company to any Participant with respect to a payment to be made under this Plan shall be based solely upon any contractual obligations which may be created by or pursuant to this Plan; no such obligation shall be deemed to be secured by any pledge or any encumbrance on any property of the Company.

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VII.

AMENDMENT AND TERMINATION OF PLAN

     The Board of Directors may terminate this Plan at any time. A termination of the Plan shall be effective at the end of the Annual Period in which the Directors vote to terminate the Plan. The Board of Directors may amend this Plan at any time.

     Any provision of this Plan to the contrary notwithstanding, no amendment to or termination of this Plan shall reduce the amounts actually credited to a Participant’s Account as of the date of such amendment or termination; further defer the dates for the payment of such amounts without the consent of the affected Participant; or accelerate the date for the payment of such amounts to be made or annual installments to begin.

     The preceding provisions of this Article to the contrary notwithstanding, no action taken on or within two years following a Change of Control to amend or terminate this Plan shall be effective unless written consent thereto is obtained from a majority of the Participants who were Directors immediately prior to such Change of Control.

VIII.

EFFECTIVE DATE AND DURATION

     This Plan shall become effective as of January 1, 2005. This Plan shall remain in effect until it is terminated by the Board of Directors in accordance with Article VII above.

IX.

GOVERNING LAW

     This Plan and the rights of all persons under the Plan shall be construed in accordance with and governed by the laws of the State of Texas.

X .

RESTRAINTS ON ALIENATION

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     No Participant or beneficiary of a Participant shall have the right or power to anticipate, by assignment or otherwise, any future payment to be made under this Plan, or any portion thereof; nor, in advance of actually receiving the same, shall any Participant or beneficiary have the right or power to sell, transfer, encumber or in anywise charge same; nor shall any future payment to be made under this Plan, or any portion of same, be subject to any divorce, execution, garnishment, attachment, insolvency, bankruptcy or other legal proceeding of any character, or legal sequestration, levy or sale or in any event or manner be applicable or subject, voluntarily or involuntarily, to the payment of such Participant’s or beneficiary’s debts or other obligations.

XI.

ELECTION TO TERMINATE PARTICIPATION IN THE PLAN

     Notwithstanding the provisions of Article IV, the Company, in its sole and unfettered discretion, may provide a Participant with the right, exercisable at any time on or before December 28, 2005, to terminate his or her participation in the Plan with respect to all deferred amounts held in his or her Account under the Plan and receive an immediate single lump sum distribution of all such deferred amounts held in his or her Account under the Plan. The election and corresponding distribution is intended to comply with the election and distribution provisions of Notice 2005-1, Q&A 20, as published by the Internal Revenue Service. A Participant’s election to terminate his or her participation in the Plan with respect to all deferred amounts held in his or her Account shall become effective upon the filing with the Company a written election form provided by the Company.

     Adopted, effective as of January 1, 2005.

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EX-10.10.3

Exhibit 10.10.3

AMENDMENT NO. 3 TO
1998 STOCK OPTION AND INCENTIVE PLAN

     The Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (the “1998 Plan”) is hereby amended as follows:

1. The first sentence in Section 2 of the Plan is amended to read in its entirety as follows:

“A committee designated by the Board of Directors which shall consist of not less than two members of the Board who shall be appointed by or in accordance with authority delegated by the Board,”

2. The effective date of this Amendment to the 1998 Plan shall be May 3, 2002.

     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly authorized officer of the Company as of May 3, 2002.

TRINITY INDUSTRIES, INC.
By:	/s/ Michael G. Fortado

EX-10.10.4

Exhibit 10.10.4

AMENDMENT NO. 4
TO
TRINITY INDUSTRIES, INC.
1998 STOCK OPTION AND INCENTIVE PLAN

     WHEREAS, TRINITY INDUSTRIES, INC. (the “Company”) adopted the TRINITY INDUSTRIES, INC. 1998 STOCK OPTION AND INCENTIVE PLAN (the “Plan”); and

     WHEREAS, pursuant to Section 22 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 25 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 25 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 25(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 25(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:

EX-10.11.1.1

Exhibit 10.11.1.1

TRINITY INDUSTRIES, INC.
NON-QUALIFIED STOCK OPTION TERMS
AND CONDITIONS AS OF December 6, 2005

     Unless otherwise prescribed by the Human Resources Committee of the Board of Directors of Trinity Industries, Inc. (the “Committee”), the following Terms and Conditions shall be applicable to Non-Qualified Stock Option awards by Trinity Industries from and after May 10, 2004 and shall be incorporated by reference into all Non-Qualified Stock Option Agreements. As used herein, the terms “this option, the option, option granted herein, or option granted hereunder” mean options granted from time to time pursuant to a Notice of Grant of Stock Options and Non-Qualified Stock Option Agreement into which these Terms and Conditions are incorporated.

     l. Grant of Option. Subject to the terms and conditions of the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (the “2004 Plan”), the Company will grant from time to time to the Optionee options to purchase from the Company the $1.00 par value Common Stock of the Company over a period of time. The price per share (the “Exercise Price”), the total number of shares subject to option (the “Optioned Shares”), and the periods of time during which such Optioned Shares may be purchased are as set forth in a separate Notice of Grant of Stock Options and Non-Qualified Stock Option Agreement into which these Terms and Conditions are incorporated and made a part thereof.

     The options granted hereunder are not intended to constitute incentive stock options within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended from time to time.

     2. Manner of Exercising Option. The option granted herein shall be exercised by the Optionee only in the State of Texas at the principal office of the Company by:

(a) Delivering to the Controller of the Company a written notice specifying the number of Optioned Shares the Optionee then desires to purchase, which written notice shall be in substantially the following form and shall be signed by the Optionee:

“To Trinity Industries, Inc.:

I hereby exercise my option to purchase from Trinity Industries, Inc. (the “Company”) at Dallas, Texas _______ shares of its Common Stock in accordance with the Company’s 2004 Stock Option and Incentive Plan and in accordance with my Non-Qualified Stock Option Agreement dated [the date of the Agreement] and hereby tender in payment therefore cash and/or stock in the amount of, and/or with an

aggregate value equal to $                    , being $                     per share.

                                        
“(Name of Optionee)”
“(Date)”

(b) Tendering the full exercise price of such Optioned Shares either: (1) in cash (including check, bank draft, or money order); or (2) by the delivery of shares of Common Stock of the Company already owned by the Optionee; or (3) tendering shares of Common Stock of the Company owned by the Optionee by delivery of a completed and signed Trinity Industries, Inc. “Stock Option Exercise Attestation Form”; (4) by providing herewith an order for a designated broker to sell part or all of the Optioned Shares and deliver sufficient proceeds to the Company to pay the full exercise price of the Optioned Shares; or (5) by a combination of items b(1), b(2), b(3) or b(4) above .

(c) Tendering the amount of any federal, state, or local tax required to be withheld by the Company due to the exercise of an option granted hereunder which shall be satisfied, at the election of the Optionee but subject to change by the Human Resources Committee, (the “Committee”), either (a) by payment by the Optionee to the Company of the amount of such withholding obligation in cash (the “Cash Method”), or (b) through the retention by the Company of a number of shares of Common Stock out of the Shares being purchased through the exercise of the option having a fair market value equal to (i) the amount of the minimum withholding obligation and (ii) at the election of the Optionee and in accordance with Company policy if effect at the time, a portion or all of the amount of the federal, state or local or other taxes over the required minimum withholding obligation of the Company up to the maximum marginal tax rate for such taxes in connection with the exercise of the option(the “Share Retention Method”). The amount equal to the fair market value of the shares withheld shall be remitted by the Company to the appropriate taxing authorities.

          Shares of Common Stock of the Company delivered or tendered to exercise the option must be held for at least six months prior to the date of exercise of the option if the shares were acquired by previous exercise of a stock option or by vesting of Restricted Stock or Restricted Stock Units. Shares acquired by methods other than exercise of a stock option (e.g. open market purchase, gift, etc.) do not have the six month holding requirement.

          As soon as practicable after such exercise of the option in whole or in part by the Optionee, the Company will deliver to the Optionee or for the account of the Optionee a certificate or certificates for the number of shares with respect to which the option shall be so exercised minus the number of shares to be withheld, if any, issued in the Optionee’s name. Each purchase of stock hereunder shall be a separate and divisible transaction and a complete contract in and of itself.

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     3. Compliance with Securities and Other Laws. The Company shall not be required to sell or issue shares of Common Stock under option if the issuance thereof would constitute a violation by either the Optionee or the Company of any provision of any law or regulation of any governmental authority or any national securities exchange. As a condition of any sale or issuance of the shares of Common Stock under option, the Company may place legends on shares, issue stop transfer orders and require such agreements or undertakings from the Optionee as the Company may deem necessary or advisable to assure compliance with any such law or regulation, including, if the Company or its counsel deems it appropriate, representations from the Optionee that the Optionee is acquiring the shares of Common Stock solely for investment and not with a view to distribution and that no distribution of such shares acquired by the Optionee will be made unless registered pursuant to applicable federal and state securities laws, or in the opinion of counsel of the Company, such registration is unnecessary.

     4. Early Termination of Option. Unless otherwise determined by the Committee and subject to the provisions of Section 7 hereof, in the event that the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate of the Company for any reason, this option shall terminate completely as to all shares with respect to which the Optionee was not entitled, under the terms hereof, to purchase at the date of such cessation of service. However, to the extent that this option could have been exercised at the date of cessation of service and the Optionee could have purchased shares, under the terms hereof, at the date of such cessation of service, then this option shall continue with respect to those shares which the Optionee could have purchased and had not purchased, under the terms hereof, at the date of such cessation of service only to the extent set forth below.

     For purposes hereof, the terms “Disability”, “Retirement” and “Change in Control” shall have the meaning set forth in the 2004 Plan, as may be amended from time to time.

(a) Unless otherwise determined by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the fact that the Optionee is discharged for cause, as determined solely and exclusively by the Committee, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited at the time of the Optionee’s discharge for cause.

(b) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the Optionee’s resignation, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited ten (10) days after the date of the Optionee’s resignation; except that in case the Optionee shall die within ten (10) days after the date of resignation, the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (l2) months from the date of resignation to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

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(c) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the Optionee’s Retirement, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited thirty-six (36) months after the date of the Optionee’s Retirement; except that in case the Optionee shall die within thirty-six (36) months after the date of Retirement, the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (l2) months from the date of death to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(d) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the Optionee’s Disability, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited three (3) months after the date that the Optionee ceased to be an officer, director, or employee of the Company or an Affiliate; except that in case the Optionee shall die within three (3) months after the Optionee ceases to be an officer, director, or employee pursuant to the provisions of this paragraph (d), the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (l2) months from such cessation of service to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(e) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of death, the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (l2) months from the termination of service to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(f) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate for any reason other than discharge for cause, resignation, Retirement, Disability, or death, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited three (3) months after the date that the Optionee ceased to be an officer, director, or employee of the Company or an Affiliate; except that in case the Optionee shall die within three (3) months after the Optionee ceases to be an officer, director, or employee pursuant to the provisions of this paragraph (f), the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (l2) months from such cessation of service to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(g) Despite the provisions of paragraphs (b), (c), (d), (e), and (f) of this Section 4, no option shall be exercisable under any condition after the date or dates specified in Section l.

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     5. Nontransferability of Option. Except as provided in the 2004 Plan, this option shall not be transferable otherwise than by will or the laws of descent and distribution, and this option may be exercised, during the lifetime of the Optionee, only by the Optionee. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of this option contrary to the provisions hereof, or the levy of any execution, attachment, or similar process upon this option shall be null and void and without effect.

     6. Adjustments upon Changes in Capitalization. The Committee may make adjustments in the number of shares subject to option for any subdivision or consolidation of shares of Common Stock of the Company as provided in the 2004 Plan.

     Except as expressly provided in the 2004 Plan and in Section 7 hereof, Optionee shall have no rights by reason of any subdivision or consolidation of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, reorganization, merger, or consolidation, or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Optioned Shares or the Exercise Price.

     The granting of this option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate, or sell, or transfer all or any part of its business or assets.

     7. Vesting of Option.

(a) The option granted hereunder may only be exercised to the extent that the Optionee is vested in such option. The Optionee shall vest in the option granted hereunder in accordance with the schedule specified in Section l. This option vesting schedule will be accelerated at the discretion of the Committee as provided in the 2004 Plan or in the event the provisions of paragraphs (b) or (c) of this Section 7 apply.

(b) If the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of death, Disability, or Retirement, or in the event of a Change in Control of the Company, the Optionee or the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall become fully vested in the option granted hereunder and shall have the immediate right to exercise such option to the extent not previously exercised.

(c) In the event of the dissolution or liquidation of the Company, the option granted hereunder shall terminate as of a date to be fixed by the Board of Directors, provided that not less than thirty (30) days’ written notice of the date so fixed shall be given to the Optionee and the Optionee shall have the right during such period to exercise the option even though the option would not otherwise be exercisable under the option vesting schedule. At the end of such period, any unexercised option shall terminate and be of no further effect.

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     8. No Rights of a Stockholder or of Continued Employment or of Grant of Additional Options. Optionee shall not have any of the rights of a stockholder of the Company with respect to the Optioned Shares except to the extent that one or more certificates for Optioned Shares shall have been delivered to Optionee, or Optionee has been determined to be a stockholder of record by the Company’s Transfer Agent, upon due exercise of the option. Further, nothing herein shall confer upon Optionee any right to remain in the employ or continue as a director of the Company or one of its Affiliates, and nothing herein shall be construed in any manner to interfere in any way with the right of the Company or its Affiliates to terminate the Optionee’s employment or directorship at any time. Further, nothing herein shall confer upon Optionee any right to receive any future grants of options.

     9. Substitution for Stock Appreciation Rights. As provided in the 2004 Plan, the Committee, at any time when the Company is subject to fair value accounting for equity-based compensation granted to its employees and/or directors, shall have the right to substitute Stock Appreciation Rights for outstanding Options granted to Optionee, provided the substituted Stock Appreciation Rights call for settlement by the issuance of Shares, and the terms and conditions of the substituted Stock Appreciation Rights are equivalent to the terms and conditions of the Options being replaced, as determined by the Committee.

     10. Interpretation by the Committee. The administration of the Company’s 2004 Plan has been vested in the Committee, and all questions of interpretation and application of these Terms and Conditions and the Notice of Grant of Stock Options and Non-Qualified Option Agreement shall be subject to the determination by a majority of such Committee members, which determination shall be final and binding on Optionee.

     11. Confidentiality. The option granted hereunder is to be treated as STRICTLY CONFIDENTIAL. An Optionee who shares information regarding the option granted hereunder with other employees or outside persons, other than as required to comply with applicable laws or as necessary to manage his or her personal finances, is subject to the option granted hereunder being forfeited upon a determination by the Human Resources Committee that the Optionee has violated this Section.

     12. Policy for Repayment on Restatement of Financial Statements. The option granted hereunder is subject to cancellation upon a determination by the Human Resources Committee pursuant to the Policy for Repayment on Restatement of Financial Statements in effect at the time of such determination, which Policy is incorporated herein by reference.

     13. Option Subject to Stock Option Plan. In case of any conflict between these Terms and Conditions, the Notice of Grant of Stock Options and Non-Qualified Option Agreement and the 2004 Plan, the terms, conditions and provisions of the 2004 Plan shall be controlling.

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EX-10.11.2.1

Exhibit 10.11.2.1

TRINITY INDUSTRIES, INC.
INCENTIVE STOCK OPTION TERMS AND CONDITIONS
AS OF December 6, 2005

     Unless otherwise prescribed by the Human Resources Committee of the Board of Directors of Trinity Industries, Inc. (the “Committee”), the following Terms and Conditions shall be applicable to Incentive Stock Option awards by Trinity Industries from and after May 10, 2004 and shall be incorporated by reference into all Incentive Stock Option Agreements. As used herein, the terms “this option, the option, option granted herein, or option granted hereunder” mean options granted from time to time pursuant to a Notice of Grant of Stock Options and Incentive Stock Option Agreement into which these Terms and Conditions are incorporated.

     l. Grant of Option. Subject to the terms and conditions of the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (the “2004 Plan”), the Company will grant from time to time to the Optionee options to purchase from the Company the $1.00 par value Common Stock of the Company over a period of time. The price per share (the “Exercise Price”), the total number of shares subject to option (the “Optioned Shares”), and the periods of time during which such Optioned Shares may be purchased are as set forth in a separate Notice of Grant of Stock Options and Incentive Stock Option Agreement into which these Terms and Conditions are incorporated and made a part thereof.

     The options granted hereunder are intended to constitute incentive stock options within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended. At any time while this agreement is in effect, Optionee may elect to convert any unexercised incentive stock options awarded hereby into non-qualified stock options, in which event a Non-Qualified Stock Agreement shall be entered into with the same Exercise Price regarding the unexercised Option Shares as provided in Notice of Grant of Stock Options and Incentive Stock Option Agreement and with the same terms that would have been provided in a Non-Qualified Stock Option Agreement had it been entered into on the date of the Notice of Grant of Stock Options and Incentive Stock Option Agreement.

     2. Manner of Exercising Option. The option granted herein shall be exercised by the Optionee only in the State of Texas at the principal office of the Company by:

(a) Delivering to the Controller of the Company a written notice specifying the number of Optioned Shares the Optionee then desires to purchase, which written notice shall be in substantially the following form and shall be signed by the Optionee:

“To Trinity Industries, Inc.:

I hereby exercise my option to purchase from Trinity Industries, Inc. (the “Company”) at Dallas, Texas                                         shares of its Common Stock in

accordance with the Company’s 2004 Stock Option and Incentive Plan and in accordance with my Incentive Stock Option Agreement dated [the date of the Agreement] and hereby tender in payment therefore cash and/or stock in the amount of, and/or with an aggregate value equal to $                                        , being $                                         per share.

“(Name of Optionee)”

“(Date)”

(b) Tendering the full exercise price of such Optioned Shares either: (1) in cash (including check, bank draft, or money order); or (2) by the delivery of shares of Common Stock of the Company already owned by the Optionee; or (3) tendering shares of Common Stock of the Company owned by the Optionee by delivery of a completed and signed Trinity Industries, Inc. “Stock Option Exercise Attestation Form”; (4) by providing herewith an order for a designated broker to sell part or all of the Optioned Shares and deliver sufficient proceeds to the Company to pay the full exercise price of the Optioned Shares; or (5) by a combination of items b(1), b(2), b(3) or b(4) above .

(c) Tendering the amount of any federal, state, or local tax required to be withheld by the Company due to the exercise of an option granted hereunder which shall be satisfied, at the election of the Optionee but subject to change by the Human Resources Committee, (the “Committee”), either (a) by payment by the Optionee to the Company of the amount of such withholding obligation in cash (the “Cash Method”), or (b) through the retention by the Company of a number of shares of Common Stock out of the Shares being purchased through the exercise of the option having a fair market value equal to the amount of the minimum withholding obligation (the “Share Retention Method”).

          Shares of Common Stock of the Company delivered or tendered to exercise the option must be held for at least six months prior to the date of exercise of the option if the shares were acquired by previous exercise of a stock option or by vesting of Restricted Stock or Restricted Stock Units. Shares acquired by methods other than exercise of a stock option (e.g. open market purchase, gift, etc.) do not have the six month holding requirement.

          As soon as practicable after such exercise of the option in whole or in part by the Optionee, the Company will deliver to the Optionee or for the account of the Optionee a certificate or certificates for the number of shares with respect to which the option shall be so exercised minus the number of shares to be withheld, if any, issued in the Optionee’s name. Each purchase of stock hereunder shall be a separate and divisible transaction and a complete contract in and of itself.

     3. Compliance with Securities and Other Laws. The Company shall not be required to sell or issue shares of Common Stock under option if the issuance thereof would constitute a violation by either the Optionee or the Company of any provision of any law or regulation of any governmental authority or any national securities exchange. As a condition of any sale or

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issuance of the shares of Common Stock under option, the Company may place legends on shares, issue stop transfer orders and require such agreements or undertakings from the Optionee as the Company may deem necessary or advisable to assure compliance with any such law or regulation, including, if the Company or its counsel deems it appropriate, representations from the Optionee that the Optionee is acquiring the shares of Common Stock solely for investment and not with a view to distribution and that no distribution of such shares acquired by the Optionee will be made unless registered pursuant to applicable federal and state securities laws, or in the opinion of counsel of the Company, such registration is unnecessary.

     4. Early Termination of Option. Unless otherwise determined by the Committee and subject to the provisions of Section 7 hereof, in the event that the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate of the Company for any reason, this option shall terminate completely as to all shares with respect to which the Optionee was not entitled, under the terms hereof, to purchase at the date of such cessation of service. However, to the extent that this option could have been exercised at the date of cessation of service and the Optionee could have purchased shares, under the terms hereof, at the date of such cessation of service, then this option shall continue with respect to those shares which the Optionee could have purchased and had not purchased, under the terms hereof, at the date of such cessation of service only to the extent set forth below.

     For purposes hereof, the terms “Disability”, “Retirement” and “Change in Control” shall have the meaning set forth in the 2004 Plan, as may be amended from time to time.

(a) Unless otherwise determined by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the fact that the Optionee is discharged for cause, as determined solely and exclusively by the Committee, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited at the time of the Optionee’s discharge for cause.

(b) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the Optionee’s resignation, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited ten (10) days after the date of the Optionee’s resignation; except that in case the Optionee shall die within ten (10) days after the date of resignation, the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (12) months from the date of resignation to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(c) If the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the Optionee’s Retirement, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited three (3) months after the date of the Optionee’s Retirement; except that in case the Optionee shall die within three (3) months after the date of Retirement, the personal representatives, heirs, legatees, or distributes of the Optionee, as appropriate, shall have the right up to twelve (12) months from the date

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of death to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(d) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the Optionee’s Disability, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited three (3) months after the date that the Optionee ceased to be an officer, director, or employee of the Company or an Affiliate; except that in case the Optionee shall die within three (3) months after the Optionee ceases to be an officer, director, or employee pursuant to the provisions of this paragraph (d), the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (12) months from such cessation of service to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(e) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of death, the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (12) months from the termination of service to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(f) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate for any reason other than discharge for cause, resignation, Retirement, Disability, or death, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited three (3) months after the date that the Optionee ceased to be an officer, director, or employee of the Company or an Affiliate; except that in case the Optionee shall die within three (3) months after the Optionee ceases to be an officer, director, or employee pursuant to the provisions of this paragraph (f), the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (12) months from such cessation of service to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(g) Despite the provisions of paragraphs (b), (c), (d), (e), and (f) of this Section 4, no option shall be exercisable under any condition after the date or dates specified in Section 1.

     5. Nontransferability of Option. This option shall not be transferable otherwise than by will or the laws of descent and distribution, and this option may be exercised, during the lifetime of the Optionee, only by the Optionee. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of this option contrary to the provisions hereof, or the levy of any execution, attachment, or similar process upon this option shall be null and void and without effect.

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     6. Adjustments upon Changes in Capitalization. The Committee may make adjustments in the number of shares subject to option for any subdivision or consolidation of shares of Common Stock of the Company as provided in the 2004 Plan.

     Except as expressly provided in the 2004 Plan and in Section 7 hereof, Optionee shall have no rights by reason of any subdivision or consolidation of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, reorganization, merger, or consolidation, or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Optioned Shares or the Exercise Price.

     The granting of this option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate, or sell, or transfer all or any part of its business or assets.

     7. Vesting of Option.

(a) The option granted hereunder may only be exercised to the extent that the Optionee is vested in such option. The Optionee shall vest in the option granted hereunder in accordance with the schedule specified in Section l. This option vesting schedule will be accelerated at the discretion of the Committee as provided in the 2004 Plan or in the event the provisions of paragraphs (b) or (c) of this Section 7 apply.

(b) If the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of death, Disability, or Retirement, or in the event of a Change in Control of the Company, the Optionee or the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall become fully vested in the option granted hereunder and shall have the immediate right to exercise such option to the extent not previously exercised.

(c) In the event of the dissolution or liquidation of the Company, the option granted hereunder shall terminate as of a date to be fixed by the Board of Directors, provided that not less than thirty (30) days’ written notice of the date so fixed shall be given to the Optionee and the Optionee shall have the right during such period to exercise the option even though the option would not otherwise be exercisable under the option vesting schedule. At the end of such period, any unexercised option shall terminate and be of no further effect.

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     8. No Rights of a Stockholder or of Continued Employment or of Grant of Additional Options. Optionee shall not have any of the rights of a stockholder of the Company with respect to the Optioned Shares except to the extent that one or more certificates for Optioned Shares shall have been delivered to Optionee, or Optionee has been determined to be a stockholder of record by the Company’s Transfer Agent, upon due exercise of the option. Further, nothing herein shall confer upon Optionee any right to remain in the employ or continue as a director of the Company or one of its Affiliates, and nothing herein shall be construed in any manner to interfere in any way with the right of the Company or its Affiliates to terminate the Optionee’s employment or directorship at any time. Further, nothing herein shall confer upon Optionee any right to receive any future grants of options.

     9. Substitution for Stock Appreciation Rights. As provided in the 2004 Plan, the Committee, at any time when the Company is subject to fair value accounting for equity-based compensation granted to its employees and/or directors, shall have the right to substitute Stock Appreciation Rights for outstanding Options granted to Optionee, provided the substituted Stock Appreciation Rights call for settlement by the issuance of Shares, and the terms and conditions of the substituted Stock Appreciation Rights are equivalent to the terms and conditions of the Options being replaced, as determined by the Committee.

     10. Interpretation by the Committee. The administration of the Company’s 2004 Plan has been vested in the Committee, and all questions of interpretation and application of these Terms and Conditions and the Notice of Grant of Stock Options and Incentive Option Agreement shall be subject to the determination by a majority of such Committee members, which determination shall be final and binding on Optionee.

     11. Confidentiality. The option granted hereunder is to be treated as STRICTLY CONFIDENTIAL. An Optionee who shares information regarding the option granted hereunder with other employees or outside persons, other than as required to comply with applicable laws or as necessary to manage his or her personal finances, is subject to the option granted hereunder being forfeited upon a determination by the Human Resources Committee that the Optionee has violated this Section.

     12. Policy for Repayment on Restatement of Financial Statements. The option granted hereunder is subject to cancellation upon a determination by the Human Resources Committee pursuant to the Policy for Repayment on Restatement of Financial Statements as may be in effect at the time of such determination, which Policy is incorporated herein by reference.

     13. Option Subject to Stock Option Plan. In case of any conflict between these Terms and Conditions, the Notice of Grant of Stock Options and Incentive Option Agreement and the 2004 Plan, the terms, conditions and provisions of the 2004 Plan shall be controlling.

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EX-10.11.3

Exhibit 10.11.3

TRINITY INDUSTRIES, INC.

RESTRICTED STOCK GRANT AGREEMENT

THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”), by and between TRINITY INDUSTRIES, INC. (hereinafter called the “Company”) and                      (hereinafter called the “Grantee”);

WITNESSETH:

WHEREAS, the Grantee complies with the requirements of eligibility for the award of Restricted stock under the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (the “Plan”); and

WHEREAS, the Company has determined to award to the Grantee                                         (                    ) shares of Common Stock of the Company, subject to the terms and conditions hereinafter set forth, as a retention incentive, to encourage a sense of proprietorship by the Grantee and to stimulate the active interest of the Grantee in promoting the development, growth, performance and financial success of the Company by affording the Grantee an opportunity to obtain an increased proprietary interest in the Company so as to assure a closer identification between the Grantee’s interest and the interest of the Company;

NOW, THEREFORE, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

1. Grant of Restricted Shares.

Subject to the terms and conditions of the Plan, this Agreement and the restrictions set forth below, the Company hereby grants to the Grantee the total number of shares of common stock of the Company set forth above (the “Restricted Shares”).

2. Shareholder Status.

Effective upon the date of grant, Grantee has become the holder of record of the Restricted Shares and has all rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and the right to receive all dividends paid with respect to the Restricted Shares, subject to the terms and conditions set forth in this Agreement.

3. Restrictions.

The Restricted Shares may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (the “Restrictions on Transferability”) until the Restrictions on Transferability shall lapse. The Restrictions on Transferability shall lapse upon the first to occur of the following:

(i)		___for ___% of the Restricted Shares;
(ii)		___for ___% of the Restricted Shares;
(iii)		___for ___% of the Restricted Shares;
(iv)	death;
(v)	Disability as defined in the Plan;
(vi)	a Change in Control as defined in the Plan; or
(vii)	the consent, at any time after three years from the date of this grant, to the removal of the restrictions by the Human Resources Committee in its sole discretion.

All of the Restricted Shares shall be forfeited by the Grantee to the Company if prior to the lapse of the Restrictions on Transferability the Grantee’s employment with the Company terminates for any reason other than death or disability or as provided by paragraph 7 hereof. The Restricted Shares may also be forfeited in order to satisfy amounts recoverable by the Company that the Human Resources Committee determines pursuant to the Policy for Repayment on Restatement of Financial Statements as may be in effect at the time of the determination, which Policy is incorporated herein by reference. Upon forfeiture, the Company shall have all right, title and interest in the Restricted Shares and the Grantee shall have no further right, title or interest therein. Until the Restrictions on Transferability shall lapse, the certificates representing the Restricted Shares shall bear a legend giving notice of such restrictions as follows:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED PURSUANT TO A RESTRICTED STOCK GRANT AGREEMENT DATED AS OF ___, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF OR ENCUMBERED AT ANYTIME WITHOUT THE PRIOR WRITTEN APPROVAL OF THE COMPANY.

Upon the lapse of the Restrictions on Transferability with respect to any of the Restricted Shares, a certificate representing such shares and without the restrictive legend noted above shall be delivered to Grantee or Grantee’s personal representative, provided that the Grantee or Grantee’s personal representative has made appropriate arrangements with the Company for applicable taxes which are required to be withheld under federal, state or local law or the tax withholding requirement has otherwise been satisfied. The Grantee may elect, in accordance with Company policy in effect at the time, to pay in shares of Common Stock of the Company a portion or all of the amount of the federal, state or local, income or other taxes up to the maximum marginal tax rate for such taxes in connection with the lapse of Restrictions on Transferability. To make such election the Grantee shall authorize the Company to withhold, on or about the date such tax

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liability is determinable, a portion of the shares that were or otherwise would be distributed to the Grantee upon the lapse of Restrictions on Transferability having a fair market value equal to the amount of such taxes that the Grantee elects to pay in shares. The amount equal to the fair market value of the shares withheld shall be remitted by the Company to the appropriate taxing authorities.

4. No Rights of Continued Service.

Nothing herein shall confer upon Grantee any right to remain an officer or employee of the Company or one of its Subsidiaries, and nothing herein shall be construed in any manner to interfere in any way with the right of the Company or its Subsidiaries to terminate the Grantee’s service at any time.

5. Interpretation of this Agreement.

The administration of the Company’s Plan has been vested in the Plan Committee of the Board of Directors, and all questions of interpretation and application of this grant shall be subject to determination by a majority of the members of the Committee, which determination shall be final and binding on Grantee.

6. Subject to Plan.

The Restricted Shares are granted subject to the terms and provisions of the Plan of the Company, which plan is incorporated herein by reference. In case of any conflict between this Agreement and the Plan, the terms and provisions of the Plan shall be controlling.

7. Confidentiality

This Restricted Stock Grant is to be treated as STRICTLY CONFIDENTIAL. A Grantee who shares information regarding this Restricted Stock Grant with other employees or outside persons, other than as required to comply with applicable laws or as necessary to manage his or her personal finances, is subject to his or her rights hereunder being forfeited upon a determination by the Human Resources Committee that the Grantee has violated this paragraph.

8. Acceptance and Stock Power.

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The grant of the Restricted Shares under this Agreement is subject to and conditioned upon: (i) Grantee’s acceptance of the terms hereof by the return of an executed copy of this Agreement to the Company and (ii) delivery of an executed stock power in the attached form.

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     DATED as of the                     ^th day of                                         , 200                    .

TRINITY INDUSTRIES, INC.
NAME:	WILLIAM MCWHIRTER
TITLE:	VICE PRESIDENT &
	CHIEF FINANCIAL OFFICER
GRANTEE
NAME:

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IRREVOCABLE STOCK POWER

FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer, to Trinity Industries, Inc.,                                          (                    ) shares of the common stock of Trinity Industries, Inc. awarded to the undersigned and for which restrictions have not lapsed pursuant to a Restricted Stock Grant Agreement dated as of                                         , 200___  represented by certificate No(s).                                          for ___ shares standing in the name of the undersigned on the books of said Company.

  DATE   NAME

EX-10.11.6

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:

EX-10.13

Exhibit 10.13

2005 DEFERRED COMPENSATION PLAN AND AGREEMENT

THIS PLAN AND AGREEMENT made and entered into as of the 1^st day of January 2005 (the “Effective Date”), between TRINITY INDUSTRIES, INC., a Delaware Corporation with its principle office at 2525 Stemmons Freeway, Dallas, Texas 75207 and                                        , an individual (hereinafter called “Officer”);

WITNESSETH:

     WHEREAS, Officer is in the employ of Trinity Industries, Inc. or a subsidiary of Trinity Industries, Inc. hereinafter referred to as the (“Company”) and serves in a capacity which will develop and expand the business of the Company; and

     WHEREAS, in recognition of Officer’s valued services as an employee and officer of the Company, and as an inducement to Officer to continue to serve the Company in the future, the Company desires to provide certain benefits for Officer and his designated beneficiary through a plan of deferred compensation (the “Plan”), as hereinafter set forth; and

     WHEREAS, Officer has been selected by the by the Human Resources Committee of the Board of Directors of the Company (the “Committee”) to participate in this Plan and Officer is willing to remain in the employ of the Company and to have the Company establish an account for deferred compensation in order to provide such benefits, as hereinafter set forth; and

     WHEREAS, Officer has agreed to participate in this Plan on or before the Effective Date, as evidenced by his execution of this document.

     NOW, THEREFORE, in consideration of the premises and the terms, conditions and covenants hereinafter set forth, the Company and Officer hereby agree as follows:

     1. Deferred Compensation Account. As of the Effective Date, the Company shall establish an account on the books of the Company in the name of Officer to which will be accrued deferred compensation in an amount equal to ten percent (10%) of Officer’s combined annual base salary and annual incentive compensation (“Eligible Compensation”) earned on or after the Effective Date, payable in the manner and subject to the conditions hereinafter set forth. Base salary is defined as that amount specifically approved by the Company as base salary and excludes other payments such as perquisite allowance, insurance reimbursements, special awards, etc. Annual incentive compensation shall mean all amounts earned under the Company’s annual Incentive Compensation Program (or comparable annual bonus plan) for a given year whether payable currently or over a period of future years and excludes equity compensation except as awarded in lieu of cash under the annual Incentive Compensation Program. Credits to such account will accrue monthly, at the rate of ten per cent (10%) of Officer’s Eligible Compensation, commencing with the Company’s fiscal year beginning January 1, 2005 and, subject to the annual determination regarding continuation of this Plan by the

Committee. Officer’s deferred compensation account shall be credited with interest at the LIBOR rate plus 6 points as published by the Wall Street Journal through December 31, 2005, 8.75% through December 31, 2006 and at such other rate as determined by the Committee prior to the beginning of each calendar year, (”Interest Equivalent Rate”); such credits shall be made on a monthly basis, at the end of each such period; provided, however, that if Officer’s employment is terminated for any reason, pro rata credit shall be made for the year in which such termination occurs.

     The Committee will make an annual determination regarding the Officer’s continued participation in the Plan. In the event participation of the Officer is terminated, as of such termination date, no further deferral shall accrue to such Officer’s account, but the account shall continue to be maintained and administered (including credits of interest) in accordance with the terms of the Plan. Unless the Committee discontinues participation by the Officer, his participation in the Plan shall continue in like matter for each of the Company’s fiscal years after the first fiscal year for so long as Officer shall continue his employment with the Company.

     2. Administration of Account. The Company shall have the right to segregate from the other general assets of the Company the sums which accrue monthly hereunder as deferred compensation. Neither Officer nor his designated beneficiary shall at any time have any interest in accrued sums which are so segregated and/or invested and reinvested, and such funds, as they are from time to time constituted, shall at all times remain assets of the Company subject to the claims of the general creditors of the Company.

     3. Payment of Deferred Compensation. Subject to the conditions hereinafter set forth, the deferred compensation accrued hereunder and shown to Officer’s credit on the books of the Company shall be payable after termination of employment of Officer for any reason whatsoever. Officer may elect the form of payment of his account, in one of the following two alternatives:

(i)

Payment may be made in annual periodic payments for specified number of years, not fewer than one (1) nor in excess of twenty (20), with the first payment to be made one (1) year from the date on which Officer’s termination occurs and subsequent payments to be made on the same date of each succeeding year; during such period, interest shall be credited with interest at the Interest Equivalent Rate on a monthly basis, at the end of each such period. Each installment payment shall be in an amount equal to a fraction of the amount shown to Officer’s credit on the books of the Company as of the last day of the month preceding the month in which the payment is made, and where such fraction for each payment shall be one (1) divided by the number of payments remaining (including the current payment).

(ii)

Complete payment may be made in a lump sum paid one (1) year from the date of the Officer’s termination of employment.

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Officer’s election pursuant to this paragraph must be made as of the Effective Date pursuant to a Distribution Election form provided by the Company and, except as provided below, shall be irrevocable. In the absence of an election, payment shall be made in the form of a lump sum. Officer may change his or her distribution election regarding the timing or form of payment only if any such change is (a) made at least twelve (12) months before the first payment is scheduled to commence, and (b) such change results in each payment being made no earlier than five (5) years after such payment was scheduled to begin under the prior election. However, so such change may result in the acceleration of any payment in violation of Section 409A of the Internal Revenue Codes (hereinafter “Section 409A”). All payments shall be paid to Officer if living, or if not living, to his designated beneficiary (on a form provided by the Company) or, upon failure to make such designation or if the designated beneficiary shall predecease Officer, to Officer’s estate.

Notwithstanding the foregoing, an Officer may make a separate election regarding distribution of his account in the event that Officer’s termination of employment with the Company occurs on or within two years after a “Change in Control” (as defined by Section 409A); in such event, the amount to the credit of Officer will be distributed to Officer either in a lump sum or in annual installments not exceeding twenty (20) years, whichever is so elected by Officer as of the effective date of this Agreement. In the absence of such a separate election, payment shall be made in a lump sum within five (5) days of termination following a “Change in Control.” Officer may change this election only as provided in the preceding paragraph and in a manner as permitted in compliance with Section 409A. If installment payments are elected, the method of distribution shall be similar to the method described for installment payments under the preceding paragraph.

For purposes hereof, a “Change in Control” shall have the same meaning as defined by Section 409A.

     4. Conditions. The payment of deferred compensation to Officer, as hereinabove provided, shall be subject to the following conditions, the breach of either of which shall cause the forfeiture of all rights in and to any and all amounts of deferred compensation remaining unpaid upon the date of any such breach:

     a. Commencing with the date of termination of the employment of Officer and continuing for one (1) year, Officer shall not, directly or indirectly, become or serve as an officer, employee, owner or partner of any business which competes in a material manner with the Company, without prior written consent of the Company.

     b. Commencing with the date of termination of the employment of Officer and continuing for one (1) year, Officer shall be available for consultation in respect of matters pertaining to the business and financial affairs of the Company, upon the request of the Company and at such reasonable and convenient times and places and for such compensation therefor as may be mutually agreed upon.

Notwithstanding the foregoing, the conditions set forth in a. and b. above shall be of no force and effect from and after the occurrence of a Change in Control.

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     5. Death. In the event of Officer’s death prior to the receipt of any or all of the installments of deferred compensation, such installments as are then unpaid shall be paid, in the same form and over the same period as such installments would have been paid to Officer, to the beneficiary or beneficiaries designated in writing on a form provided by the Company and filed with the Secretary of the Company by Officer during his lifetime or, upon failure to make such designation or if such designee or designees shall have predeceased Officer, then to Officer’s estate. Officer shall have the right to change the beneficiary designation from time to time by instrument in writing delivered to the Secretary of the Company.

     6. Nonassignability. Officer during his lifetime, and his designated beneficiary or beneficiaries, after his death, shall not be entitled to commute, encumber, sell or otherwise dispose of his or their rights to receive the deferred compensation provided for herein, and the right thereto shall be nonassignable and nontransferable and shall not be subject to execution, attachment or similar process.

     7. Participation in Other Plans. Nothing herein contained shall in any manner modify, impair or effect the existing or future rights or interests of Officer to receive any employee benefits to which he is or would otherwise be entitled, or as a participant in the present or any future incentive bonus plan, stock option plan or pension or profit sharing plan of the Company.

     8. Benefit. This Agreement shall be binding upon and inure to the benefit of any successor of the Company, including any person, firm, corporation or other entity which, by merger, consolidation, purchase or otherwise, acquires all or substantially all of the assets or business of the Company.

     9. Amendment or Termination. This Agreement may be amended or terminated in whole or in part by mutual written agreement of the parties hereto; provided however, no termination of this Agreement shall have the effect of accelerating any payments due under this Agreement.

     IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the day and year first hereinabove written.

TRINITY INDUSTRIES, INC.

By:

Officer

4

I designate the following beneficiary (ies) in the event of my death.

     Primary, if living, otherwise to Secondary

Name	Relationship
Secondary
Name	Relationship
Officer’s Signature	Date

5

EX-12

EXHIBIT 12

Trinity Industries, Inc. and Subsidiaries

Computation of Ratio of Earnings To Fixed Charges

												Nine Months
	For the Year Ended December 31,											December 31,
	2005		2004			2003			2002			2001
Earnings:
Earnings (loss) before provision for income taxes	$	143.6	$	(15.1	)	$	(14.3	)	$	(24.4	)	$	(40.5	)
Add: Total fixed charges		65.5		60.4			45.7			46.2			26.8
Total earnings (loss) before provision for income taxes	$	209.1	$	45.3		$	31.4		$	21.8		$	(13.7	)
Fixed Charges:
Interest expense	$	42.2	$	42.8		$	34.9		$	36.3		$	21.7
Portion of rental expense representative of interest		23.3		17.6			10.8			9.9			5.1
Capitalized interest		0.7		—			—			—			—
Total Fixed Charges	$	66.2	$	60.4		$	45.7		$	46.2		$	26.8
Ratio of Earnings to Fixed Charges		3.17		0.75			0.69			0.47			(0.51	)

Footnote:

(a) Earnings were inadequate to cover fixed charges for the year ended December 31, 2004, 2003, and 2002, and the nine months ended December 31, 2001. The deficiencies for those periods were $15.1 million, $14.3 million $24.4 million, and $40.5 million, respectively.

EX-21

EXHIBIT 21

TRINITY INDUSTRIES, INC.

Subsidiaries as of December 31, 2005

	Organized	Ownership
Name of Subsidiary	Under Laws of	Percentage
Apromat, S.A. — Arad	Romania		50	%
Astra Vagoane Arad, S.A	Romania		96	%
ICPV, S.A. — Arad	Romania		89	%
International Industrial Indemnity Company	Vermont		100	%
Reunion General Agency, Inc	Texas		100	%
Syro, Inc	Ohio		100	%
Transit Mix Concrete & Materials Company	Delaware		100	%
Transit Mix Concrete — Baytown, Inc	Texas		100	%
Transit Mix Transportation Services, LLC	Delaware		100	%
Transit Mix Concrete & Materials Co. of Louisiana	Delaware		100	%
Trinity Argentina S.R.L	Argentina		100	%
Trinity EE, Inc	Delaware		100	%
Trinity Equipment Co., Inc	Delaware		100	%
Trinity Fittings Group, Inc	Delaware		100	%
Trinity Highway Safety Products, Inc	Delaware		100	%
Trinity Industries Buffalo, Inc	Delaware		100	%
Trinity Industries International, Inc	Delaware		100	%
Trinity Industries International Holdings AG	Switzerland		100	%
Administradora Especializada, S. de R.L. de C.V	Mexico		100	%
Grupo Tatsa, S. de R.L. de C.V	Mexico		100	%
Trinity Industries de México, S. de R.L. de C.V	Mexico		100	%
OFE, S. de R.L. de C.V	Mexico		100	%
Asistencia Profesional Corporativa, S.de R.L. de C.V	Mexico		100	%
Servicios Corporativos Tatsa, S. de R.L. de C.V	Mexico		100	%
Trinity Industries do Brasil, Ltda	Brazil		100	%
Trinity Industries GmbH	Switzerland		100	%
Wagonmarket, spol. s r.o	Slovak Republic		100	%
Trinity Industries Leasing Company	Delaware		100	%
Transport Capital, LLC	Delaware		100	%
Trinity Financial Services, Inc	Delaware		100	%
Trinity Marine Leasing, Inc	Delaware		100	%
Trinity Marks Company	Delaware		100	%
TILX GP II, LLC	Delaware		100	%
Trinity Rail Leasing II L.P	Texas		1	%
TILX LP II, LLC	Delaware		100	%
Trinity Rail Leasing II L.P	Texas		99	%
Trinity Rail Leasing Trust II	Delaware		100	%
TILX GP III, LLC	Delaware		100	%
Trinity Rail Leasing III L.P	Texas		1	%
TILX LP III, LLC	Delaware		100	%
Trinity Rail Leasing III L.P	Texas		99	%
TILC Equity OP GP III-C, LLC	Delaware		100	%
TILC Equity OP III-C L.P	Texas		1	%
TILC Equity OP LP III-C, LLC	Delaware		100	%
TILC Equity OP III-C L.P	Texas		99	%
TILX GP IV, LLC	Delaware		100	%
Trinity Rail Leasing IV LP	Texas		1	%
TILX LP IV, LLC	Delaware		100	%
Trinity Rail Leasing IV LP	Texas		99	%
Trinity Industries Real Properties, Inc	Delaware		100	%
Trinity Industries Transportation, Inc	Texas		100	%
Trinity Marine Products, Inc	Delaware		100	%
Trinity Materials, Inc	Delaware		100	%
Trinity Mining Services, Inc	Delaware		100	%

	Organized	Ownership
Name of Subsidiary	Under Laws of	Percentage
Trinity Rail Group, LLC	Delaware		100	%
Trinity Rail de Mexico, S. de R.L. de C.V	Mexico		100	%
Trinity Rail Sabinas, S. de R.L. de C.V	Mexico		100	%
Thrall Vagonka Studénka, a.s	Czech Republic		95	%
Thrall International Holdings LLC	Illinois		100	%
Trinity Rail UK	Engl. & Wales		100	%
Thrall Car Grantor Corporation	Delaware		100	%
Thrall Company	Delaware		100	%
Rail Project, s r.o	Slovak Republic		100	%
Trinity North American Freight Car, Inc	Delaware		100	%
DIFCO, Inc	Ohio		100	%
Trinity Metals, s r.o	Czech Republic		100	%
Trinity Parts & Components, Inc	Delaware		100	%
McConway & Torley Corporation	Pennsylvania		100	%
McConway & Torley — Anniston, Inc	Delaware		100	%
Standard Forged Products, Inc	Delaware		100	%
Trinity Railcar Repair, Inc	Delaware		100	%
Trinity Rail GmbH	Switzerland		100	%
Trinity Tank Car, Inc	Delaware		100	%
Trinity Rail, Inc	Delaware		100	%
Trinity Rail Management, Inc	Delaware		100	%
TILX GP I, LLC	Delaware		100	%
Trinity Rail Leasing I L.P	Texas		1	%
TILX LP I, LLC	Delaware		100	%
Trinity Rail Leasing I L.P	Texas		99	%
Trinity Structural Towers, Inc	Delaware		100	%
TRN, Inc	Delaware		100	%
TRN Business Trust	Delaware		100	%

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Timothy R. Wallace, Chairman, President and Chief Executive Officer, certify that:

     1. I have reviewed this annual report on Form 10-K of Trinity Industries, Inc.;

     2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

     (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ TIMOTHY R. WALLACE

Timothy R. Wallace

Chairman, President and

Chief Executive Officer

Date: March 2, 2006

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, William A. McWhirter II, Vice President and Chief Financial Officer, certify that:

     1. I have reviewed this annual report on Form 10-K of Trinity Industries, Inc.;

     2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

     (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ WILLIAM A. MCWHIRTER II

William A. McWhirter II

Vice President and

Chief Financial Officer

Date: March 2, 2006

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Trinity Industries, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy R. Wallace, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ TIMOTHY R. WALLACE

Timothy R. Wallace

Chairman, President and Chief Executive Officer

March 2, 2006

     A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Trinity Industries, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William A. McWhirter II, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ WILLIAM A. MCWHIRTER II

William A. McWhirter II

Vice President and Chief Financial Officer

March 2, 2006

     A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request