10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008

OR

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

For the transition period from                      to                     .

Commission File Number 1-6903

Trinity Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	75-0225040
(State of Incorporation)	(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

     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 and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o.

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

     Large accelerated filer þ  Accelerated filer o  Non-accelerated filer   o
(Do not check if a smaller reporting company) Smaller reporting company o 

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o     No þ.

     At October 24, 2008 there were 79,535,316 shares of the Registrant’s common stock outstanding.

TRINITY INDUSTRIES, INC.

FORM 10-Q

TABLE OF CONTENTS

Caption	Page
PART I    FINANCIAL INFORMATION
Item 1. Financial Statements		2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3. Quantitative and Qualitative Disclosures About Market Risk		30
Item 4. Controls and Procedures		30
PART II  OTHER INFORMATION
Item 1. Legal Proceedings		31
Item 1A. Risk Factors		31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		31
Item 3. Defaults Upon Senior Securities		31
Item 4. Submission of Matters to a Vote of Security Holders		31
Item 5. Other Information		31
Item 6. Exhibits		32
SIGNATURES		33
CERTIFICATIONS
EX-10.1.1
EX-10.7
EX-10.11.3
EX-10.11.4
EX-10.27
EX-31.1
EX-31.2
EX-32.1
EX-32.2

1

PART I

Item 1. Financial Statements

Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Operations

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
	(unaudited)
	(in millions, except per share amounts)
Revenues	$	1,154.6		$	1,008.4		$	2,999.0		$	2,729.5
Operating costs:
Cost of revenues		928.8			804.9			2,375.8			2,194.5
Selling, engineering, and administrative expenses		62.8			56.6			184.0			168.3
		991.6			861.5			2,559.8			2,362.8
Operating profit		163.0			146.9			439.2			366.7
Other (income) expense:
Interest income		(1.3	)		(2.5	)		(4.6	)		(8.8	)
Interest expense		25.6			19.5			71.4			55.8
Other, net		(1.1	)		(3.6	)		(14.4	)		(14.5	)
		23.2			13.4			52.4			32.5
Income from continuing operations before income taxes		139.8			133.5			386.8			334.2
Provision for income taxes		48.3			46.3			144.1			118.9
Income from continuing operations		91.5			87.2			242.7			215.3
Discontinued operations:
Loss from discontinued operations, net of benefit for income taxes of $(0.1), $(0.1), $(0.2), and $(0.2)		(1.4	)		(0.2	)		(1.7	)		(0.5	)
Net income	$	90.1		$	87.0		$	241.0		$	214.8
Net income per common share:
Basic:
Continuing operations	$	1.16		$	1.10		$	3.07		$	2.73
Discontinued operations		(0.02	)		—			(0.02	)		—
	$	1.14		$	1.10		$	3.05		$	2.73
Diluted:
Continuing operations	$	1.14		$	1.08		$	3.01		$	2.67
Discontinued operations		(0.02	)		—			(0.02	)		—
	$	1.12		$	1.08		$	2.99		$	2.67
Weighted average number of shares outstanding:
Basic		79.1			79.1			79.0			78.8
Diluted		80.4			80.6			80.5			80.5
Dividends declared per common share	$	0.08		$	0.07		$	0.23		$	0.19

See accompanying notes to consolidated financial statements.

2

Trinity Industries, Inc. and Subsidiaries
Consolidated Balance Sheets

	September 30,			December 31,
	2008			2007
	(unaudited)			(as reported)
	(in millions)
Assets
Cash and cash equivalents	$	183.2		$	289.6
Receivables, net of allowance		353.6			296.5
Inventories:
Raw materials and supplies		384.1			302.6
Work in process		126.4			127.3
Finished goods		171.7			156.8
		682.2			586.7
Property, plant, and equipment, at cost		3,471.8			2,849.6
Less accumulated depreciation		(800.0	)		(779.8	)
		2,671.8			2,069.8
Goodwill		504.0			503.5
Assets held for sale and discontinued operations		1.5			3.6
Other assets		331.3			293.5
	$	4,727.6		$	4,043.2
Liabilities and Stockholders’ Equity
Accounts payable and accrued liabilities	$	631.2		$	684.3
Debt:
Recourse		715.9			730.3
Non-recourse		1,044.8			643.9
		1,760.7			1,374.2
Deferred income		69.6			58.4
Deferred income taxes		271.4			142.1
Liabilities held for sale and discontinued operations		1.5			1.2
Other liabilities		65.1			56.3
		2,799.5			2,316.5
Stockholders’ equity:
Preferred stock – 1.5 shares authorized and unissued		—			—
Common stock – 200.0 shares authorized		81.7			81.6
Capital in excess of par value		519.0			538.4
Retained earnings		1,400.0			1,177.8
Accumulated other comprehensive loss		(67.5	)		(61.6	)
Treasury stock		(5.1	)		(9.5	)
		1,928.1			1,726.7
	$	4,727.6		$	4,043.2

See accompanying notes to consolidated financial statements.

3

Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

	Nine Months Ended
	September 30,
	2008			2007
	(unaudited)
	(in millions)
Operating activities:
Net income	$	241.0		$	214.8
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Loss from discontinued operations		1.7			0.5
Depreciation and amortization		103.1			86.0
Stock-based compensation expense		15.0			13.5
Excess tax benefits from stock-based compensation		(0.3	)		(5.3	)
Deferred income taxes		135.9			50.5
Gain on disposition of property, plant, equipment, and other assets		(10.8	)		(17.5	)
Other		(24.5	)		(31.0	)
Changes in assets and liabilities:
(Increase) decrease in receivables		(58.9	)		(91.1	)
(Increase) decrease in inventories		(96.2	)		(78.6	)
(Increase) decrease in other assets		(58.6	)		(63.3	)
Increase (decrease) in accounts payable and accrued liabilities		(59.2	)		104.2
Increase (decrease) in other liabilities		(6.3	)		5.5
Net cash provided by operating activities – continuing operations		181.9			188.2
Net cash provided by operating activities – discontinued operations		0.7			—
Net cash provided by operating activities		182.6			188.2
Investing activities:
Proceeds from sales of railcars from our leased fleet		185.4			238.1
Proceeds from disposition of property, plant, equipment, and other assets		19.9			48.8
Capital expenditures – lease subsidiary		(757.6	)		(585.6	)
Capital expenditures – other		(96.5	)		(140.2	)
Payment for purchase of acquisitions, net of cash acquired		—			(47.3	)
Net cash required by investing activities		(648.8	)		(486.2	)
Financing activities:
Issuance of common stock, net		3.1			12.0
Excess tax benefits from stock-based compensation		0.3			5.3
Payments to retire debt		(368.4	)		(98.4	)
Proceeds from issuance of debt		754.9			304.2
Stock repurchases		(12.2	)		—
Dividends paid to common shareholders		(17.9	)		(14.2	)
Net cash provided by financing activities		359.8			208.9
Net decrease in cash and cash equivalents		(106.4	)		(89.1	)
Cash and cash equivalents at beginning of period		289.6			311.5
Cash and cash equivalents at end of period	$	183.2		$	222.4

See accompanying notes to consolidated financial statements.

4

Trinity Industries, Inc. and Subsidiaries
Consolidated Statement of Stockholders’ Equity

	Common Stock				Capital in						Accumulated
	Shares				Excess						Other						Treasury			Total
(unaudited)	(200.0		$1.00 Par		of Par			Retained			Comprehensive			Treasury			Stock at			Stockholders’
(in millions, except par value)	Authorized)		Value		Value			Earnings			Loss			Shares			Cost			Equity
Balances at December 31, 2007		81.6	$	81.6	$	538.4		$	1,177.8		$	(61.6	)		(0.2	)	$	(9.5	)	$	1,726.7
Net income		—		—		—			241.0			—			—			—			241.0
Other comprehensive income:
Currency translation adjustments, net of tax		—		—		—			—			0.1			—			—			0.1
Change in unrealized loss on derivative financial instruments, net of tax		—		—		—			—			(5.4	)		—			—			(5.4	)
Other changes, net of tax		—		—		—			—			(0.6	)		—			—			(0.6	)
Comprehensive net income																					235.1
Cash dividends on common stock		—		—		—			(18.7	)		—			—			—			(18.7	)
Restricted shares issued, net		—		—		(15.1	)		—			—			0.4			11.5			(3.6	)
Shares repurchased		—		—		—			—			—			(0.6	)		(16.0	)		(16.0	)
Stock options exercised		0.1		0.1		(5.9	)		—			—			0.2			8.9			3.1
Stock-based compensation expense		—		—		1.0			—			—			—			—			1.0
Other		—		—		0.6			(0.1	)		—			—			—			0.5
Balances at September 30, 2008		81.7	$	81.7	$	519.0		$	1,400.0		$	(67.5	)		(0.2	)	$	(5.1	)	$	1,928.1

See accompanying notes to consolidated financial statements.

5

Trinity Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(unaudited)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

     The foregoing consolidated financial statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. and subsidiaries (“Trinity”, “Company”, “we” or “our”). In our opinion, all normal and recurring adjustments necessary for a fair presentation of the financial position of the Company as of September 30, 2008, the results of operations for the three and nine month periods ended September 30, 2008 and 2007, and cash flows for the nine month periods ended September 30, 2008 and 2007 have been made in conformity with generally accepted accounting principles. Because of seasonal and other factors, the results of operations for the nine month period ended September 30, 2008 may not be indicative of expected results of operations for the year ending December 31, 2008. These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated financial statements of the Company included in its Form 10-K for the year ended December 31, 2007.

Stockholders’ Equity

     On December 13, 2007, the Company’s Board of Directors authorized a $200 million stock repurchase program of its common stock. This program allows for the repurchase of the Company’s common stock through December 31, 2009. During the three months and nine months ended September 30, 2008, 150,000 and 621,100 shares were repurchased under this program at a cost of approximately $3.8 million and $16.0 million, respectively. The shares of common stock purchased during the three months ended September 30, 2008 were cash settled in October 2008. On October 3, 2008, the Company repurchased under the program 1,994,400 shares of its common stock in a privately negotiated transaction at a cost of approximately $42.2 million. Since the inception of this program through October 3, 2008, the Company had purchased a total of 2,719,700 shares at a cost of approximately $61.1 million.

Fair Value Accounting

     In September 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 introduces a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. SFAS 157 for financial assets and liabilities is effective for fiscal years beginning after November 15, 2007. The Company adopted this standard as of January 1, 2008 and the impact of the adoption was not significant.

     SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market to that asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS 157 describes three levels of inputs that may be used to measure fair values which are listed below.

     Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents and restricted assets, other than cash, are United States Treasury instruments.

     Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s fuel derivative instruments, which are commodity options, are valued using energy and commodity market data. Interest rate hedges are valued at exit prices obtained from each counterparty.

     Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

6

     Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Fair Value Measurement as of September 30, 2008
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	160.4	$	—	$	—	$	160.4
Restricted assets (1)		131.7		—		—		131.7
Total assets	$	292.1	$	—	$	—	$	292.1
Liabilities:
Fuel derivative instruments (2)	$	—	$	2.0	$	—	$	2.0
Interest rate hedges (2)		—		0.9		—		0.9
Total liabilities	$	—	$	2.9	$	—	$	2.9

(1)	Restricted assets are included in Other assets on the Consolidated Balance Sheet and are comprised of cash equivalents.
(2)	Fuel derivative instruments and interest rate hedges are included in Other liabilities on the Consolidated Balance Sheet.

Recent Accounting Pronouncements

     In December 2007, the FASB issued SFAS No. 141R, “Business Combinations,” and SFAS No. 160, “Accounting and Reporting Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51.” These new standards significantly change the accounting for and reporting of business combination transactions and noncontrolling interests (previously referred to as minority interests) in consolidated financial statements. Both standards are effective for fiscal years beginning after December 15, 2008 and are applicable only to transactions occurring after the effective date.  

     In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedge items are accounted for under SFAS 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”), and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.

     SFAS 161 is intended to enhance the current disclosure framework in SFAS 133 and requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements.

     The provisions of SFAS 161 are effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The provisions of SFAS 161 need not be applied to immaterial items. We are currently evaluating the potential impact of the provisions of SFAS 161.

     In May 2008, the FASB issued FASB Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including Partial Cash Settlement) (“APB 14-1”). APB 14-1 requires that issuers of certain convertible debt instruments that may be settled in cash upon conversion to separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest expense is recognized in subsequent periods.

     The accounting for these types of instruments under APB 14-1 is intended to appropriately reflect the underlying economics by capturing the value of the conversion options as borrowing costs; therefore, recognizing their potential dilutive effects on earnings per share.

     The effective date of APB 14-1 is for financial statements issued for fiscal years and interim periods beginning after December 15, 2008 and does not permit earlier application. However, the transition guidance requires retrospective application to all periods presented and does not grandfather existing instruments. In June 2006, Trinity issued $450 million in 3 7/8% Convertible Subordinated Notes due 2036. We plan to adopt APB 14-1 on January 1, 2009. Upon adoption of APB 14-1, we expect to revise prior periods by reclassifying $152.6 million of our Convertible Subordinated Notes from debt to capital in excess of par in the equity section of the balance sheet. Our interest expense will increase $4.5 million and $8.1 million for the years ended December 31, 2006 and 2007, respectively, and $6.6 million for the nine months ended September 30, 2008. Upon adoption, debt origination costs of $3.2 million will be reclassified against capital in excess of par.

7

     In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1 applies to the calculation of earnings per share for share-based payment awards with rights to dividends or dividend equivalents under Statement No. 128, Earnings Per Share. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents will be considered participating securities and will be included in the computation of earning per share pursuant to the two-class method. The effective date of FSP EITF 03-6-1 is for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those years. Early adoption is not permitted. Once effective, all prior period earnings per share data presented will be adjusted retrospectively. We are currently evaluating the impact of the provisions of FSP EITF 03-6-1.

Note 2. Segment Information

     The Company reports operating results in five principal 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, and girders and beams used in the construction of highway and railway bridges; (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, structural wind towers, and pressure and non-pressure containers for the storage and transportation of liquefied gases and other liquid and dry products; and (5) the Railcar Leasing and Management Services Group, which provides fleet management, maintenance, and leasing services. The category All Other includes our captive insurance and transportation companies; legal, environmental, and upkeep costs associated with non-operating facilities; other peripheral businesses; and the change in market valuation related to ineffective commodity hedges.

     Sales and related net profits from the Rail Group to the Railcar Leasing and Management Services Group are recorded in the Rail Group and eliminated in consolidation. Sales between these groups are recorded at prices comparable to those charged to external customers giving consideration for quantity, features, and production demand. Sales of railcars from the lease fleet are included in the Railcar Leasing and Management Services Group. See Note 4 Equity Investment for discussion of sales to a company in which we have an equity investment.

     The financial information from continuing operations for these segments is shown in the tables below. We operate principally in North America.

Three Months Ended September 30, 2008

									Operating
	Revenues								Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	419.2	$	333.5		$	752.7		$	56.8
Construction Products Group		193.7		7.3			201.0			17.3
Inland Barge Group		160.6		—			160.6			29.8
Energy Equipment Group		169.2		15.3			184.5			32.5
Railcar Leasing and Management Services Group		207.3		—			207.3			53.9
All Other		4.6		16.9			21.5			(4.1	)
Corporate		—		—			—			(12.5	)
Eliminations — Lease subsidiary		—		(323.0	)		(323.0	)		(9.9	)
Eliminations — Other		—		(50.0	)		(50.0	)		(0.8	)
Consolidated Total	$	1,154.6	$	—		$	1,154.6		$	163.0

8

Three Months Ended September 30, 2007

									Operating
	Revenues								Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	382.2	$	239.1		$	621.3		$	96.5
Construction Products Group		193.8		0.4			194.2			19.0
Inland Barge Group		126.6		—			126.6			22.3
Energy Equipment Group		98.4		3.0			101.4			11.6
Railcar Leasing and Management Services Group		204.0		—			204.0			47.0
All Other		3.4		14.5			17.9			0.1
Corporate		—		—			—			(7.0	)
Eliminations — Lease subsidiary		—		(235.4	)		(235.4	)		(37.3	)
Eliminations — Other		—		(21.6	)		(21.6	)		(5.3	)
Consolidated Total	$	1,008.4	$	—		$	1,008.4		$	146.9

Nine Months Ended September 30, 2008

									Operating
	Revenues								Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	1,101.8	$	809.3		$	1,911.1		$	206.4
Construction Products Group		573.0		16.5			589.5			50.6
Inland Barge Group		449.3		—			449.3			83.5
Energy Equipment Group		449.7		21.6			471.3			76.1
Railcar Leasing and Management Services Group		413.5		—			413.5			124.0
All Other		11.7		46.4			58.1			1.4
Corporate		—		—			—			(29.7	)
Eliminations — Lease subsidiary		—		(792.3	)		(792.3	)		(64.2	)
Eliminations — Other		—		(101.5	)		(101.5	)		(8.9	)
Consolidated Total	$	2,999.0	$	—		$	2,999.0		$	439.2

Nine Months Ended September 30, 2007

									Operating
	Revenues								Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	1,088.5	$	700.6		$	1,789.1		$	271.2
Construction Products Group		553.9		0.8			554.7			44.9
Inland Barge Group		355.8		—			355.8			46.3
Energy Equipment Group		283.8		8.3			292.1			33.4
Railcar Leasing and Management Services Group		437.4		—			437.4			114.3
All Other		10.1		40.3			50.4			2.0
Corporate		—		—			—			(26.7	)
Eliminations — Lease subsidiary		—		(690.9	)		(690.9	)		(115.8	)
Eliminations — Other		—		(59.1	)		(59.1	)		(2.9	)
Consolidated Total	$	2,729.5	$	—		$	2,729.5		$	366.7

9

Note 3. 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:

	September 30, 2008			December 31, 2007
				(as reported)
	(in millions)
Cash	$	12.8		$	40.8
Leasing equipment:
Machinery and other		36.6			36.1
Equipment on lease		2,635.2			1,996.7
		2,671.8			2,032.8
Accumulated depreciation		(214.1	)		(214.4	)
		2,457.7			1,818.4
Restricted assets		131.7			129.1
Debt:
Recourse		61.4			75.7
Non-recourse		1,044.8			643.9

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2008		2007		2008		2007
	(in millions)
Revenues	$	207.3	$	204.0	$	413.5	$	437.4
Operating profit		53.9		47.0		124.0		114.3

     For the three and nine months ended September 30, 2008, revenues of $52.6 million and operating profit of $5.7 million and revenues of $98.8 million and operating profit of $12.9 million, respectively, were related to sales of railcars from the lease fleet to a company in which Trinity holds an equity investment. For the three and nine months ended September 30, 2007, revenues of $93.8 million and operating profit of $12.7 million and revenues of $187.5 million and operating profit of $24.1 million, respectively, were related to sales of railcars from the lease fleet to a company in which Trinity holds an equity investment. See Note 4 Equity Investment.

     The Leasing Group’s interest expense, which is not a component of operating profit, was $16.3 million and $40.8 million for the three and nine months ended September 30, 2008, respectively, and $11.4 million and $31.0 million, respectively, for the same periods last year. Rent expense, which is a component of operating profit, was $11.3 million and $33.7 million for the three and nine months ended September 30, 2008, respectively, and $11.4 million and $34.0 million, respectively, for the same periods last year.

     Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured by Trinity’s rail subsidiaries 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 as follows:

	Remaining
	three months
	of 2008		2009		2010		2011		2012		Thereafter		Total
	(in millions)
Future Minimum Rental Revenues on Leases	$	53.7	$	203.8	$	184.1	$	145.4	$	114.8	$	347.4	$	1,049.2

     The Leasing Group’s debt consists of both recourse and non-recourse debt. See Note 8 for the form, maturities, and descriptions of the debt. Leasing Group equipment with a net book value of approximately $1,460.5 million is pledged as collateral for Leasing Group debt. Leasing Group equipment with a net book value of approximately $107.1 million is pledged as collateral against operating lease obligations.

10

     In prior years, the Leasing Group completed a series of financing transactions whereby railcars were sold to one or more separate independent owner trusts (“Trusts”). The Leasing Group leased railcars from the Trusts under operating leases and subleased the railcars to independent third party customers. See Note 4 of the December 31, 2007 Consolidated Financial Statements filed on Form 10-K for a detailed explanation of these financing transactions. Future operating lease obligations of the Leasing Group’s subsidiaries as well as future minimum rental revenues related to these leases due to the Leasing Group are as follows:

	Remaining
	three months
	of 2008		2009		2010		2011		2012		Thereafter		Total
	(in millions)
Future Operating Lease Obligations of Trusts’ Cars	$	11.8	$	47.6	$	40.7	$	41.7	$	44.9	$	521.1	$	707.8
Future Minimum Rental Revenues of Trusts’ Cars	$	15.0	$	52.4	$	41.4	$	33.2	$	26.6	$	82.3	$	250.9

Note 4. Equity Investment

     In 2007, the Company and five other equity investors unrelated to the Company or its subsidiaries formed TRIP Rail Holdings LLC (“TRIP Holdings”) for the purpose of providing railcar leasing and management services in North America. TRIP Holdings, through its wholly-owned subsidiary, TRIP Rail Leasing LLC (“TRIP Leasing”) purchases railcars from the Company’s Rail and Leasing Groups funded by capital contributions from TRIP Holdings’ equity investors and third-party debt. The Company agreed to provide 20% of the total of all capital contributions required by TRIP Holdings up to a total commitment of $49.0 million in exchange for 20% of the equity in TRIP Holdings. The Company will receive 20% of the distributions made from TRIP Holdings to equity investors and has a 20% interest in the net assets of TRIP Holdings upon a liquidation event. The terms of the Company’s 20% equity investment are identical to the terms of each of the other five equity investors. Railcars purchased from the Company by TRIP Leasing are required to be purchased at prices comparable with the prices of all similar railcars sold by the Company during the same period for new railcars and at prices based on third party appraised value for used railcars. The manager of TRIP Holdings, Trinity Industries Leasing Company (“TILC”), a wholly owned subsidiary of Trinity, may be removed without cause as a result of a majority vote of the non-Company equity members. In 2007, the Company contributed $21.3 million in capital to TRIP Holdings equal to its 20% pro rata share of total capital received in 2007 by TRIP Holdings from the equity investors of TRIP Holdings. Trinity funded an additional $3.4 million and $11.9 million, respectively, for the three and nine months ended September 30, 2008, pursuant to Trinity’s 20% equity ownership obligation under the formation agreements for TRIP Holdings, totaling a $33.2 million investment in TRIP Holdings as of September 30, 2008. Trinity’s remaining equity commitment to TRIP Holdings is $15.8 million, which is expected to be completely funded by the end of 2009. The Company also paid $13.8 million in structuring and placement fees to the principal underwriter in conjunction with the formation of TRIP Holdings that are expensed on a pro rata basis as railcars are purchased from the Company. For the three and nine months ended September 30, 2008, $1.1 million and $3.8 million, respectively, of these structuring and placement fees were expensed, leaving a net unamortized balance of $4.9 million as of September 30, 2008. Such expense is treated as sales commissions included in operating costs in the Company’s Consolidated Statements of Operations. As of September 30, 2008, TRIP Leasing had purchased $900.8 million of railcars from the Company and plans to purchase an additional $499.2 million.

     Sales of railcars to TRIP Leasing and related gains for the three and nine month periods ended September 30, 2008 and 2007 are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2008		2007		2008		2007
	(in millions)
Rail Group:
Sales of railcars to TRIP Leasing	$	56.8	$	138.5	$	285.8	$	138.5
Gain on sales of railcars to TRIP Leasing	$	6.5	$	26.2	$	51.3	$	26.2
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s 20% equity interest	$	1.4	$	5.3	$	10.3	$	5.3
TILC:
Sales of railcars to TRIP Leasing	$	52.6	$	93.8	$	98.8	$	187.5
Gain on sales of railcars to TRIP Leasing	$	7.1	$	15.9	$	16.1	$	30.3
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s 20% equity interest	$	1.4	$	3.2	$	3.2	$	6.2

11

     Administrative fees for the three and nine month periods ended September 30, 2008, were $1.0 million and $3.1 million, respectively. Fees for the same period in the prior year were insignificant.

     In June 2008, the Company entered into an agreement with an equity investor of TRIP Holdings potentially requiring Trinity to acquire from the equity investor up to an additional 5% equity ownership in TRIP Holdings if the option is exercised to its fullest extent. In that event, the Company would own a 25% equity ownership in TRIP Holdings, increasing the Company’s total commitment by $12.3 million to $61.3 million, of which $33.2 million had been paid. Should this agreement be exercised, the treatment of TRIP Holdings in the Company’s consolidated financial statements does not change. The exercise period for the agreement is from September 2008 until January 2009.

     See Note 5 of the December 31, 2007 Consolidated Financial Statements filed on Form 10-K for additional information.

Note 5. Derivative Instruments

     We use derivative instruments to mitigate the impact of increases in zinc, natural gas, and diesel fuel prices and interest rates, as well as to convert a portion of our variable-rate debt to fixed-rate debt. We also use derivatives to lock in fixed interest rates in anticipation of future debt issuances. These swaps are accounted for as cash flow hedges under SFAS 133.

     Interest rate hedges

     In anticipation of a future debt issuance, we entered into interest rate swap transactions during the fourth quarter of 2006 and during 2007. These instruments, with a notional amount of $370 million, hedged the interest rate on a portion of a future debt issuance associated with an anticipated railcar leasing transaction, which closed in May 2008. These instruments settled during the second quarter of 2008. The weighted average fixed interest rate under these instruments was 5.34%. These interest rate swaps were being accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5 million of loss recorded in Accumulated Other Comprehensive Loss (“AOCL”) through the date the related debt issuance closed with a principal balance of $572.2 million in May 2008. The balance is being amortized over the term of the related debt. At September 30, 2008, the balance remaining in AOCL was $22.9 million. The effect on the consolidated statement of operations for the three and nine months ended September 30, 2008 was expense of $1.1 million and $6.1 million, respectively. The expense for the nine months ended September 30, 2008 was primarily due to the ineffective portion of the hedges associated with hedged interest payments that will not be made.

     In May 2008, we entered into an interest rate swap transaction which is being used to fix the LIBOR component of the debt issuance which closed in May 2008. The fixed interest rate under this instrument is 4.126%. The amount recorded for this instrument as of September 30, 2008 in the consolidated balance sheet was a liability of $0.9 million, with $0.5 million of expense in AOCL. The effect on the consolidated statement of operations for the three and nine month periods ended September 30, 2008 was expense of $2.3 million and $3.4 million, respectively.

     During 2005 and 2006, we entered into interest rate swap transactions in anticipation of a future debt issuance. These instruments, with a notional amount of $200 million, fixed the interest rate on a portion of a future debt issuance associated with a railcar leasing transaction in 2006 and settled at maturity in the first quarter of 2006. The weighted average fixed interest rate under these instruments was 4.87%. These interest rate swaps were being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million in income recorded in AOCL through the date the related debt issuance closed in May 2006. The balance is being amortized over the term of the related debt. At September 30, 2008, the balance remaining in AOCL was $3.5 million. The effect of the amortization on the consolidated statement of operations for the three and nine month periods ended September 30, 2008 was income of $0.1 million and $0.3 million, respectively. The effect on the same periods in the prior year was $0.1 million and $0.3 million, respectively.

     Natural gas and diesel fuel

     We continued a program to mitigate the impact of fluctuations in the price of natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit from adverse price changes by entering into derivative instruments. For those instruments that do not qualify for hedge accounting treatment, any changes in their valuation are recorded directly to the consolidated statement of operations. In July of 2008, we settled our outstanding diesel fuel hedge contracts. The effect of the settled diesel fuel contracts on the consolidated statement of operations for the three and nine month periods ended September 30, 2008 was income of $1.1 million. The amount recorded in the consolidated balance sheet for natural gas hedges was a liability of $2.0 million as of September 30, 2008 and $1.2 million of expense in AOCL for both derivative instruments. The effect of both derivatives on the consolidated statement of operations for the three and nine month periods ended September 30, 2008 was expense of $0.4 million and income of $9.5 million, respectively, including losses of $1.7 million and gains of $5.2 million resulting from the mark to market valuation for the three and nine months

12

periods ended September 30, 2008, respectively. For the three and nine month periods ended September 30, 2007 the effect on the consolidated statement of operations was income of $0.1 million and $1.1 million, respectively.

     Zinc

     We also continued a program to mitigate the impact of fluctuations in the price of zinc purchases. The intent of this program is to protect our operating profit from adverse price changes by entering into derivative instruments. These instruments are short term with monthly maturities and no remaining balances in AOCL as of September 30, 2008. The effect on the consolidated statement of operations for the three months ended September 30, 2008 was not material. The effect on the consolidated statement of operations for the nine months ended September 30, 2008 was income of $0.9 million and for the three and nine month periods ended September 30, 2007 was income of $1.2 million and $2.0 million, respectively.

Note 6. Property, Plant, and Equipment

     The following table summarizes the components of property, plant, and equipment as of September 30, 2008 and December 31, 2007.

	September 30,			December 31,
	2008			2007
				(as reported)
	(in millions)
Corporate/Manufacturing:
Land	$	37.7		$	36.5
Buildings and improvements		366.2			341.3
Machinery and other		654.8			608.0
Construction in progress		66.4			79.8
		1,125.1			1,065.6
Less accumulated depreciation		(585.9	)		(565.4	)
		539.2			500.2
Leasing:
Machinery and other		36.6			36.1
Equipment on lease		2,635.2			1,996.7
		2,671.8			2,032.8
Less accumulated depreciation		(214.1	)		(214.4	)
		2,457.7			1,818.4
Deferred profit on railcars sold to the Leasing Group		(325.1	)		(248.8	)
	$	2,671.8		$	2,069.8

Note 7. Warranties

     The Company provides warranties against workmanship and materials defects ranging from one to five years depending on the product. The warranty costs are estimated using a two step approach. First, an estimate is made for the cost of all claims that have been filed by a customer. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. The Company provides for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assesses the adequacy of the resulting reserves on a quarterly basis. The changes in the accruals for warranties for the three and nine month periods ended September 30, 2008 and 2007 were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
	(in millions)
Beginning balance	$	29.6		$	26.2		$	28.3		$	28.6
Warranty costs incurred		(1.6	)		(1.9	)		(4.3	)		(8.3	)
Product warranty accrual		0.7			3.2			4.7			7.2
Ending balance	$	28.7		$	27.5		$	28.7		$	27.5

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Note 8. Debt

     The following table summarizes the components of debt as of September 30, 2008 and December 31, 2007.

	September 30,		December 31,
	2008		2007
			(as reported)
	(in millions)
Corporate/Manufacturing — Recourse:
Revolving commitment	$	—	$	—
Convertible subordinated notes		450.0		450.0
Senior notes		201.5		201.5
Other		3.0		3.1
		654.5		654.6
Leasing — Recourse:
Equipment trust certificates		61.4		75.7
		715.9		730.3
Leasing — Non-recourse:
Secured railcar equipment notes		323.5		334.1
Warehouse facility		157.3		309.8
Promissory notes		564.0		—
		1,044.8		643.9
Total debt	$	1,760.7	$	1,374.2

     Trinity’s revolving credit facility requires maintenance of ratios related to interest coverage for the leasing and manufacturing operations, leverage, and minimum net worth. At September 30, 2008, there were no borrowings under our $425 million revolving credit facility. After $100.4 million was considered for letters of credit, $324.6 million was available under the revolving credit facility. Interest on the revolving credit facility is calculated at prime or LIBOR plus 75 basis points.

     On October 15, 2008, the Company sent a notice to the holders of its Convertible Subordinated Notes. This notice, as required by the Indenture, notified the holders that as a result of increases in the Company’s dividend, the Conversion Rate has been adjusted to 19.2004 and the Conversion Price has been adjusted to $52.08.

     In May 2008, Trinity Rail Leasing VI LLC, a Delaware limited liability company (“TRL VI”), a limited purpose, indirect wholly-owned subsidiary of Trinity, issued $572.2 million of 30-year promissory notes (the “Promissory Notes”) to financial institutions. The Promissory Notes were secured by a portfolio of railcars valued at approximately $743.1 million, operating leases thereon, and certain cash reserves. The Promissory Notes are obligations of TRL VI and are non-recourse to Trinity. TRL VI acquired the railcars securing the Promissory Notes by purchase from TILC and a subsidiary. The proceeds were used to repay a portion of our warehouse facility and to finance unencumbered railcars on our consolidated balance sheet. TILC entered into certain agreements relating to the transfer of the railcars to TRL VI and the management and servicing of TRL VI’s assets. The Promissory Notes bear interest at a floating rate of one-month LIBOR plus a margin of 1.50%. The LIBOR portion of the interest rate on the Promissory Notes is fixed at approximately 4.13% for the first seven years from the date of issuance of the Promissory Notes through interest rate hedges. The interest rate margin on the Promissory Notes will increase by 0.50% on each of the seventh and eighth anniversary dates of the issuance of the Promissory Notes and by an additional 2.00% on the tenth anniversary date of the issuance of the Promissory Notes. The Promissory Notes may be prepaid at any time and may be prepaid without penalty at any time after the third anniversary date of the issuance of the Promissory Notes.

     In February 2008, TILC increased its warehouse facility to $600 million with the availability period of the facility remaining through August 2009. This facility, established to finance railcars owned by TILC, had $157.3 million outstanding as of September 30, 2008. The warehouse facility matures August 2009 and, unless renewed, will be payable in three equal installments in February 2010, August 2010, and February 2011. 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 78% of the fair market value of the eligible railcars securing the facility as defined by the agreement. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in rate of 3.59% at September 30, 2008. At September 30, 2008, $442.7 million was available under this facility.

     Terms and conditions of other debt, including recourse and non-recourse provisions, are described in Note 10 of the December 31, 2007 Consolidated Financial Statements filed on Form 10-K.

14

     The remaining principal payments under existing debt agreements as of September 30, 2008 are as follows:

	Remaining
	three months
	of 2008		2009		2010		2011		2012		Thereafter
	(in millions)
Recourse:
Corporate/Manufacturing	$	0.4	$	0.6	$	0.2	$	0.3	$	0.2	$	652.8
Leasing – equipment trust certificates (Note 3)		—		61.4		—		—		—		—
Non-recourse:
Leasing – secured railcar equipment notes (Note 3)		3.6		15.3		16.5		14.9		13.7		259.5
Leasing – warehouse facility (Note 3)		1.4		4.3		101.1		50.5		—		—
Leasing – promissory notes (Note 3)		6.4		26.3		27.6		29.0		30.9		443.8
Total principal payments	$	11.8	$	107.9	$	145.4	$	94.7	$	44.8	$	1,356.1

Note 9. Other, Net

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
	(in millions)
Gain on disposition of property, plant, and equipment	$	(0.3	)	$	(3.4	)	$	(10.8	)	$	(17.5	)
Foreign currency exchange transactions		1.4			(0.2	)		(2.0	)		(1.8	)
Write-down of equity investment		—			—			—			5.4
(Gain) loss on equity investments		(0.1	)		0.5			(0.5	)		0.9
Other		(2.1	)		(0.5	)		(1.1	)		(1.5	)
Other, net	$	(1.1	)	$	(3.6	)	$	(14.4	)	$	(14.5	)

Note 10. Income Taxes

     On January 1, 2007, we adopted the provisions of FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109. See Note 12 of the December 31, 2007 Consolidated Financial Statements filed on Form 10-K for a detailed explanation of the impact of FIN 48.

     The change in unrecognized tax benefits for the nine months ended September 30, 2008 and 2007 was as follows:

	Nine Months Ended
	September 30,
	2008			2007
	(in millions)
Beginning balance	$	23.7		$	32.0
Additions for tax positions related to the current year		2.0			—
Additions for tax positions of prior years		5.9			1.9
Reductions for tax positions of prior years		(1.6	)		(11.3	)
Expiration of statute of limitations		(0.4	)		—
Settlements		—			(0.5	)
Ending balance	$	29.6		$	22.1

     The additions for the nine months ended September 30, 2008, were amounts provided for tax positions previously taken in foreign jurisdictions and tax positions taken for state income tax purposes as well as deferred tax liabilities that have been reclassed to uncertain tax positions.

     The reduction for tax positions of prior years for the nine months ended September 30, 2008 related primarily to the completion of state audits in which the tax position was not challenged by the state and for which the position is now effectively settled.

15

     The total amount of unrecognized tax benefits at September 30, 2008 that would affect the Company’s effective tax rate if recognized was $16.7 million. There is a reasonable possibility that unrecognized Federal and state tax benefits will decrease by September 30, 2009 due to a lapse in the statute of limitations for assessing tax. As of September 30, 2008, the amounts subject to a lapse in statute by September 30, 2009 totaled $0.4 million. Further, there is a reasonable possibility that the unrecognized tax benefits related to Federal and state tax positions will decrease significantly by September 30, 2009 due to settlements with taxing authorities. As of September 30, 2008, the amounts expected to settle or lapse in the statute of limitations by September 30, 2009 totaled $7.8 million.

     Trinity accounts for interest expense and penalties related to income tax issues as income tax expense. Accordingly, interest expense and penalties associated with an uncertain tax position are included in the income tax provision. The total amount of accrued interest and penalties as of September 30, 2008 and December 31, 2007 was $10.0 million and $8.0 million, respectively.

     Income tax expense for the three and nine months ended September 30, 2008 included $(0.9) million and $1.9 million, respectively, in interest expense and penalties related to uncertain tax positions. Income tax expense for the three and nine months ended September 30, 2007, included $(0.7) million and $1.7 million, respectively, in interest expense and penalties related to uncertain tax positions.

     We are currently under Internal Revenue Service (“IRS”) examination for the tax years ended 1998 through 2002 and 2004 through 2005, thus our statute remains open from the year ended March 31, 1998, forward. Due to known disagreements with the IRS on certain issues, we expect the 2004 through 2005 examination to continue for an undeterminable period as those issues are resolved at the agent and appeals levels. We expect the 1998 through 2002 examination to be completed within the next three to six months. All but one issue has been agreed upon by us and the IRS and that issue has been litigated in Tax Court. In addition, statutes of limitations governing the right of Mexico’s tax authorities to audit the tax returns of our Mexican operations remain open for the 2002 tax year forward. Our Mexican subsidiaries are currently under audit for their 2002 and 2003 tax years. Additionally our Swiss subsidiary is under audit for the 2006 tax year. We expect these non-U.S. tax examinations to be completed within the next three to six months. Our various European subsidiaries, including the subsidiaries that were sold during 2006, are impacted by various statutes of limitations which are generally open from 2003 forward. An exception to this is our discontinued Romanian operations, which have been audited through 2004. Generally, states’ statutes in the United States are open from 2002 forward.

Note 11. Employee Retirement Plans

     The following table summarizes the components of net periodic pension cost for the Company.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
	(in millions)
Service cost	$	2.5		$	2.8		$	7.3		$	8.5
Interest		5.2			4.9			15.6			14.7
Expected return on assets		(5.1	)		(4.4	)		(15.1	)		(13.2	)
Amortization and deferral		0.5			1.1			1.5			3.2
Profit sharing		2.2			1.9			6.1			5.2
Net expenses	$	5.3		$	6.3		$	15.4		$	18.4

     Trinity contributed $13.9 million and $21.6 million to the Company’s defined benefit pension plans for the three and nine month periods ended September 30, 2008, respectively. Trinity contributed $6.3 million and $12.7 million to the Company’s defined benefit pension plans for the three and nine month periods ended September 30, 2007, respectively. Total contributions to our pension plans in 2008 are expected to be approximately $25.6 million.

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Note 12. Accumulated Other Comprehensive Loss

     Comprehensive net income is as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
	(in millions)
Net income	$	90.1		$	87.0		$	241.0		$	214.8
Other comprehensive income (loss):
Change in currency translation adjustments, net of tax expense of $0.1, $0.1, $0.1, and $0.1		—			0.2			0.1			0.2
Change in unrealized loss on derivative financial instruments, net of tax (benefit) of $(2.6), $(4.4), $(3.4), and $(0.3)		(5.1	)		(7.1	)		(5.4	)		(0.4	)
Other changes net of tax (benefit) of $—, $—, $(0.4), and $—		—			—			(0.6	)		—
Comprehensive net income	$	85.0		$	80.1		$	235.1		$	214.6

     The components of accumulated other comprehensive loss are as follows:

	September 30,			December 31,
	2008			2007
				(as reported)
	(in millions)
Currency translation adjustments	$	(17.2	)	$	(17.3	)
Unrealized loss on derivative financial instruments		(13.9	)		(8.5	)
Funded status of pension liability		(35.8	)		(35.8	)
Other items		(0.6	)		—
	$	(67.5	)	$	(61.6	)

Note 13. Stock-Based Compensation

     Stock-based compensation totaled approximately $4.9 million and $15.0 million for the three and nine months ended September 30, 2008, respectively. Stock-based compensation totaled approximately $5.3 million and $13.5 million for the three and nine months ended September 30, 2007, respectively.

Note 14. Net Income Per Common Share

     Basic net income per common share is computed by dividing net income 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 per common share includes the impact of shares that could be issued under outstanding stock options. Anti-dilutive stock options for the three and nine month periods ended September 30, 2008 were equivalent to 0.1 million and 0.2 million shares, respectively. Anti-dilutive stock options for the three and nine month periods ended September 30, 2007 were equivalent to 0.2 million and 0.1 million shares.

     The computation of basic and diluted net income applicable to common stockholders is as follows:

	Three Months Ended								Three Months Ended
	September 30, 2008								September 30, 2007
	(in millions, except per share amounts)
	Income			Average					Income			Average
	(Loss)			Shares		EPS			(Loss)			Shares		EPS
Income from continuing operations – basic	$	91.5			79.1	$	1.16		$	87.2			79.1	$	1.10
Effect of dilutive securities:
Stock options		—			1.3					—			1.5
Income from continuing operations – diluted	$	91.5			80.4	$	1.14		$	87.2			80.6	$	1.08
Loss from discontinued operations, net of taxes – basic	$	(1.4	)		79.1	$	(0.02	)	$	(0.2	)		79.1	$	—
Effect of dilutive securities:
Stock options		—			1.3					—			1.5
Loss from discontinued operations, net of taxes – diluted	$	(1.4	)		80.4	$	(0.02	)	$	(0.2	)		80.6	$	—

17

	Nine Months Ended								Nine Months Ended
	September 30, 2008								September 30, 2007
	(in millions, except per share amounts)
	Income			Average					Income			Average
	(Loss)			Shares		EPS			(Loss)			Shares		EPS
Income from continuing operations – basic	$	242.7			79.0	$	3.07		$	215.3			78.8	$	2.73
Effect of dilutive securities:
Stock options		—			1.5					—			1.7
Income from continuing operations – diluted	$	242.7			80.5	$	3.01		$	215.3			80.5	$	2.67
Loss from discontinued operations, net of taxes – basic	$	(1.7	)		79.0	$	(0.02	)	$	(0.5	)		78.8	$	—
Effect of dilutive securities:
Stock options		—			1.5					—			1.7
Loss from discontinued operations, net of taxes – diluted	$	(1.7	)		80.5	$	(0.02	)	$	(0.5	)		80.5	$	—

Note 15. Contingencies

     Barge Litigation

     The Company and its wholly owned subsidiary, Trinity Marine Products, Inc. were co-defendants in a class-action lawsuit filed in April 2003 entitled Waxler Transportation Company, Inc. v. Trinity Marine Products, Inc., et al. (Suit No. 49-741, Division “B” in the 25^th Judicial District Court in and for the Parish of Plaquemines, Louisiana: the “Waxler Case”). A settlement of this case was approved by the court and became final February 9, 2008. The Court Appointed Disbursing Agent (“CADA”) has prepared an Allocation Plan and Distribution Plan for the disbursement of settlement compensation that is pending Court approval. As of September 30, 2008, based on instructions from the CADA to the settlement funds escrow agent, the Company has received $2.0 million in refund of unclaimed settlement funds.

     Other Litigation

     Transit Mix was 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. A jury verdict in favor of the plaintiff was appealed and a take-nothing judgment was rendered by the Eleventh Court of Appeals, State of Texas. Plaintiffs filed a motion for rehearing in such court, which was denied. On March 22, 2007, Plaintiffs filed their Petition for Review with the Texas Supreme Court. The Texas Supreme Court denied the Plaintiff’s Petition for Review on February 22, 2008, and the Plaintiff filed a Motion for Rehearing on April 9, 2008. The Motion for Rehearing was denied by the Texas Supreme Court on June 27, 2008. On September 25, 2008, Plaintiffs filed a Writ of Certiorari with the United States Supreme Court and the Company plans to file a brief response in opposition.

     We also are involved in other claims and lawsuits incidental to our 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.

     We are subject to Federal, state, local, and foreign laws and regulations relating to the environment and the workplace. We have reserved $8.1 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. Other than with respect to the foregoing, we believe that we are currently in substantial compliance with environmental and workplace laws and regulations.

18

Note 16. Financial Statements for Guarantors of the Senior Debt

     The Company’s senior debt is fully and unconditionally and jointly and severally guaranteed by certain of Trinity’s wholly owned subsidiaries: Transit Mix Concrete & Materials Company, Trinity Industries Leasing Company, Trinity Marine Products, Inc., Trinity Rail Group, LLC, Trinity North American Freight Car, Inc., Trinity Tank Car, Inc., and Trinity Parts & Components, LLC. No other subsidiaries guarantee the senior debt. As of September 30, 2008, assets held by the non-guarantor subsidiaries include $131.7 million of restricted assets that are not available for distribution to Trinity Industries, Inc. (“Parent”), $1,341.0 million of equipment securing certain debt, $107.1 million of equipment securing certain lease obligations held by the non-guarantor subsidiaries, and $301.5 million of assets located in foreign locations. As of December 31, 2007, assets held by the non-guarantor subsidiaries include $129.1 million of restricted assets that are not available for distribution to the Parent, $811.1 million of equipment securing certain debt, $109.8 million of equipment securing certain lease obligations held by the non-guarantor subsidiaries, and $277.9 million of assets located in foreign locations.

Statement of Operations
For the Three Months Ended September 30, 2008

						Combined
				Combined		Non-
				Guarantor		Guarantor
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	(0.1	)	$	769.1	$	576.9		$	(191.3	)	$	1,154.6
Cost of revenues		15.1			647.8		457.2			(191.3	)		928.8
Selling, engineering, and administrative expenses		12.5			27.4		22.9			—			62.8
		27.6			675.2		480.1			(191.3	)		991.6
Operating profit (loss)		(27.7	)		93.9		96.8			—			163.0
Other (income) expense		(109.9	)		5.4		15.1			112.6			23.2
Income from continuing operations before income taxes		82.2			88.5		81.7			(112.6	)		139.8
Provision (benefit) for income taxes		(7.9	)		29.6		26.6			—			48.3
Income from continuing operations		90.1			58.9		55.1			(112.6	)		91.5
Loss from discontinued operations, net of benefit for income taxes of $(0.1)		—			—		(1.4	)		—			(1.4	)
Net income	$	90.1		$	58.9	$	53.7		$	(112.6	)	$	90.1

Statement of Operations
For the Nine Months Ended September 30, 2008

						Combined
				Combined		Non-
				Guarantor		Guarantor
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	6.2		$	1,958.9	$	1,505.3		$	(471.4	)	$	2,999.0
Cost of revenues		77.9			1,572.0		1,197.3			(471.4	)		2,375.8
Selling, engineering and administrative expenses		30.3			86.6		67.1			—			184.0
		108.2			1,658.6		1,264.4			(471.4	)		2,559.8
Operating profit (loss)		(102.0	)		300.3		240.9			—			439.2
Other (income) expense		(312.8	)		1.9		43.9			319.4			52.4
Income from continuing operations before income taxes		210.8			298.4		197.0			(319.4	)		386.8
Provision (benefit) for income taxes		(30.2	)		104.2		70.1			—			144.1
Income from continuing operations		241.0			194.2		126.9			(319.4	)		242.7
Loss from discontinued operations, net of benefit for income taxes of ($0.2)		—			—		(1.7	)		—			(1.7	)
Net income	$	241.0		$	194.2	$	125.2		$	(319.4	)	$	241.0

19

Statement of Operations
For the Three Months Ended September 30, 2007

							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	3.2		$	721.6		$	408.8		$	(125.2	)	$	1,008.4
Cost of revenues		44.9			556.7			328.5			(125.2	)		804.9
Selling, engineering, and administrative expenses		7.5			29.7			19.4			—			56.6
		52.4			586.4			347.9			(125.2	)		861.5
Operating profit (loss)		(49.2	)		135.2			60.9			—			146.9
Other (income) expense		(121.6	)		(21.4	)		13.1			143.3			13.4
Income from continuing operations before income taxes		72.4			156.6			47.8			(143.3	)		133.5
Provision (benefit) for income taxes		(14.6	)		42.9			18.0			—			46.3
Income from continuing operations		87.0			113.7			29.8			(143.3	)		87.2
Loss from discontinued operations, net of benefit for income taxes of ($0.1)		—			—			(0.2	)		—			(0.2	)
Net income	$	87.0		$	113.7		$	29.6		$	(143.3	)	$	87.0

Statement of Operations
For the Nine Months Ended September 30, 2007

						Combined
				Combined		Non-
				Guarantor		Guarantor
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	56.2		$	1,881.1	$	1,220.9		$	(428.7	)	$	2,729.5
Cost of revenues		167.7			1,460.6		994.9			(428.7	)		2,194.5
Selling, engineering and administrative expenses		28.0			84.5		55.8			—			168.3
		195.7			1,545.1		1,050.7			(428.7	)		2,362.8
Operating profit (loss)		(139.5	)		336.0		170.2			—			366.7
Other (income) expense		(313.9	)		1.4		41.2			303.8			32.5
Income from continuing operations before income taxes		174.4			334.6		129.0			(303.8	)		334.2
Provision (benefit) for income taxes		(40.4	)		112.9		46.4			—			118.9
Income from continuing operations		214.8			221.7		82.6			(303.8	)		215.3
Loss from discontinued operations, net of benefit for income taxes of ($0.2)		—			—		(0.5	)		—			(0.5	)
Net income	$	214.8		$	221.7	$	82.1		$	(303.8	)	$	214.8

Balance Sheet
September 30, 2008

						Combined
			Combined			Non-
			Guarantor			Guarantor
	Parent		Subsidiaries			Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	162.6	$	0.8		$	19.8	$	—		$	183.2
Receivables, net of allowance		0.8		169.6			183.2		—			353.6
Inventory		—		448.0			234.2		—			682.2
Property, plant, and equipment, net		20.8		880.0			1,771.0		—			2,671.8
Investments in subsidiaries/intercompany receivable (payable), net		2,649.4		(49.8	)		413.4		(3,013.0	)		—
Goodwill and other assets		96.5		437.7			305.1		(2.5	)		836.8
	$	2,930.1	$	1,886.3		$	2,926.7	$	(3,015.5	)	$	4,727.6
Liabilities:
Accounts payable and accrued liabilities	$	226.6	$	183.0		$	221.6	$	—		$	631.2
Debt		651.5		64.4			1,044.8		—			1,760.7
Deferred income		62.9		3.2			3.5		—			69.6
Other liabilities		61.0		274.8			4.7		(2.5	)		338.0
Total stockholders’ equity		1,928.1		1,360.9			1,652.1		(3,013.0	)		1,928.1
	$	2,930.1	$	1,886.3		$	2,926.7	$	(3,015.5	)	$	4,727.6

20

Balance Sheet
December 31, 2007
(as reported)

						Combined
			Combined			Non-
			Guarantor			Guarantor
	Parent		Subsidiaries			Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	238.0	$	0.7		$	50.9	$	—		$	289.6
Receivables, net of allowance		5.8		156.6			134.1		—			296.5
Inventory		5.3		412.1			169.3		—			586.7
Property, plant, and equipment, net		22.5		807.1			1,240.2		—			2,069.8
Investments in subsidiaries/ intercompany receivable (payable), net		2,271.3		(522.4	)		314.2		(2,063.1	)		—
Goodwill and other assets		227.4		440.9			264.2		(131.9	)		800.6
	$	2,770.3	$	1,295.0		$	2,172.9	$	(2,195.0	)	$	4,043.2
Liabilities:
Accounts payable and accrued liabilities	$	307.4	$	174.2		$	202.7	$	—		$	684.3
Debt		651.7		78.5			644.0		—			1,374.2
Deferred income		32.3		3.9			22.2		—			58.4
Other liabilities		52.2		274.8			4.5		(131.9	)		199.6
Total stockholders’ equity		1,726.7		763.6			1,299.5		(2,063.1	)		1,726.7
	$	2,770.3	$	1,295.0		$	2,172.9	$	(2,195.0	)	$	4,043.2

Statement of Cash Flows
For the Nine Months Ended September 30, 2008

							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(in millions)
Net cash provided (required) by operating activities	$	(48.9	)	$	86.6		$	144.9		$	—	$	182.6
Net cash provided (required) by investing activities		0.4			(72.5	)		(576.7	)		—		(648.8	)
Net cash provided (required) by financing activities		(26.9	)		(14.0	)		400.7			—		359.8
Net increase (decrease) in cash and cash equivalents		(75.4	)		0.1			(31.1	)		—		(106.4	)
Cash and cash equivalents at beginning of period		238.0			0.7			50.9			—		289.6
Cash and cash equivalents at end of period	$	162.6		$	0.8		$	19.8		$	—	$	183.2

Statement of Cash Flows
For the Nine Months Ended September 30, 2007

							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(in millions)
Net cash provided (required) by operating activities	$	(111.3	)	$	64.3		$	235.2		$	—	$	188.2
Net cash provided (required) by investing activities		9.3			(21.4	)		(474.1	)		—		(486.2	)
Net cash provided (required) by financing activities		3.4			(42.7	)		248.2			—		208.9
Net increase (decrease) in cash and cash equivalents		(98.6	)		0.2			9.3			—		(89.1	)
Cash and cash equivalents at beginning of period		283.1			0.2			28.2			—		311.5
Cash and cash equivalents at end of period	$	184.5		$	0.4		$	37.5		$	—	$	222.4

21

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

     The following discussion should be read in conjunction with the unaudited consolidated financial statements and related notes thereto appearing elsewhere in this document.

     In 2007, Trinity Industries Inc. (“Trinity”, “Company”, “we” or “our”) purchased 20% of the equity in newly-formed TRIP Rail Holdings LLC (“TRIP Holdings”). TRIP Holdings provides railcar leasing and management services in North America. Railcars are purchased from Trinity by a wholly-owned subsidiary of TRIP Holdings, TRIP Rail Leasing LLC (“TRIP Leasing”).

     In May 2008, Trinity Rail Leasing VI LLC, a Delaware limited liability company (“TRL VI”), a limited purpose, indirect wholly-owned subsidiary of Trinity, owned by Trinity through Trinity Industries Leasing Company (“TILC”), issued $572.2 million of 30-year promissory notes to financial institutions. The proceeds were used to repay a portion of our warehouse facility and to finance unencumbered railcars on our consolidated balance sheet. See Financing Activities.

     On December 13, 2007, the Company’s Board of Directors authorized a $200 million stock repurchase program of its common stock. This program allows for the repurchase of the Company’s common stock through December 31, 2009. During the three months and nine months ended September 30, 2008, 150,000 and 621,100 shares were repurchased under this program at a cost of approximately $3.8 million and $16.0 million, respectively. The shares of common stock purchased during the three months ended September 30, 2008 were cash settled in October 2008. On October 3, 2008, the Company repurchased under the program 1,994,400 shares of its common stock in a privately negotiated transaction at a cost of approximately $42.2 million. Since the inception of this program through October 3, 2008, the Company had repurchased a total of 2,719,700 shares at a cost of approximately $61.1 million.

Overall Summary for Continuing Operations

     Revenues

	Three Months Ended September 30, 2008								Three Months Ended September 30, 2007
	Revenues								Revenues								Percent
	External		Intersegment			Total			External		Intersegment			Total			Change
	($ in millions)
Rail Group	$	419.2	$	333.5		$	752.7		$	382.2	$	239.1		$	621.3			21.1	%
Construction Products Group		193.7		7.3			201.0			193.8		0.4			194.2			3.5
Inland Barge Group		160.6		—			160.6			126.6		—			126.6			26.9
Energy Equipment Group		169.2		15.3			184.5			98.4		3.0			101.4			82.0
Railcar Leasing and Management Services Group		207.3		—			207.3			204.0		—			204.0			1.6
All Other		4.6		16.9			21.5			3.4		14.5			17.9			20.1
Eliminations — lease subsidiary		—		(323.0	)		(323.0	)		—		(235.4	)		(235.4	)
Eliminations — other		—		(50.0	)		(50.0	)		—		(21.6	)		(21.6	)
Consolidated Total	$	1,154.6	$	—		$	1,154.6		$	1,008.4	$	—		$	1,008.4			14.5

	Nine Months Ended September 30, 2008								Nine Months Ended September 30, 2007
	Revenues								Revenues								Percent
	External		Intersegment			Total			External		Intersegment			Total			Change
	($ in millions)
Rail Group	$	1,101.8	$	809.3		$	1,911.1		$	1,088.5	$	700.6		$	1,789.1			6.8	%
Construction Products Group		573.0		16.5			589.5			553.9		0.8			554.7			6.3
Inland Barge Group		449.3		—			449.3			355.8		—			355.8			26.3
Energy Equipment Group		449.7		21.6			471.3			283.8		8.3			292.1			61.3
Railcar Leasing and Management Services Group		413.5		—			413.5			437.4		—			437.4			(5.5	)
All Other		11.7		46.4			58.1			10.1		40.3			50.4			15.3
Eliminations — lease subsidiary		—		(792.3	)		(792.3	)		—		(690.9	)		(690.9	)
Eliminations — other		—		(101.5	)		(101.5	)		—		(59.1	)		(59.1	)
Consolidated Total	$	2,999.0	$	—		$	2,999.0		$	2,729.5	$	—		$	2,729.5			9.9

     Revenues for the three and nine month periods ended September 30, 2008 increased as compared to the same periods in the prior year due to improved sales in all our business groups, except the Railcar Leasing and Management Services Group (“Leasing Group”) for the nine month period. Revenues for the Rail Group improved due to an increase in shipments for the three and nine months ended September 30, 2008 as compared to the same periods in 2007. Revenues for the Construction Products Group improved for the nine month period ended September 30, 2008 due to increased sales volumes in our highway products business offset by decreased volumes in our bridge girder business and the impact of divestitures in the concrete and aggregates businesses. For the three months ended September 30, 2008, revenues of the

22

Construction Products Group were also offset by lower revenues in the concrete and aggregates businesses due to adverse weather conditions in Texas and Louisiana. Inland Barge Group revenues increased primarily as a result of greater barge shipments, a change in the mix of barges sold, and an increase in raw material costs resulting in higher sales prices. An increase in structural wind towers sales was the primary reason for the increase in revenues in the Energy Equipment Group. The increase in the Leasing Group revenues for the three months ended September 30, 2008 as compared to the same period in the prior year was primarily the result of higher rental revenues resulting from additions to the lease and management fleet, partially offset by a decrease in sales of cars from the lease fleet. For the nine month period ended September 30, 2008, the decline in sales of cars from the lease fleet caused an overall decrease in revenues in the Leasing Group.

     Operating Profit (Loss)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
	(in millions)
Rail Group	$	56.8		$	96.5		$	206.4		$	271.2
Construction Products Group		17.3			19.0			50.6			44.9
Inland Barge Group		29.8			22.3			83.5			46.3
Energy Equipment Group		32.5			11.6			76.1			33.4
Railcar Leasing and Management Services Group		53.9			47.0			124.0			114.3
All Other		(4.1	)		0.1			1.4			2.0
Corporate		(12.5	)		(7.0	)		(29.7	)		(26.7	)
Eliminations — lease subsidiary		(9.9	)		(37.3	)		(64.2	)		(115.8	)
Eliminations — other		(0.8	)		(5.3	)		(8.9	)		(2.9	)
Consolidated Total	$	163.0		$	146.9		$	439.2		$	366.7

     Operating profit for the three and nine month periods ended September 30, 2008 increased as the result of overall higher revenues, an increase in the size of our lease and management fleet, and higher barge and structural wind tower sales. These increases in operating profit were offset by higher raw material costs and competitive pricing pressure in the market for new railcars.

     Other Income and Expense. Interest expense, net of interest income, was $24.3 million and $66.8 million, respectively, for the three and nine month periods ended September 30, 2008 compared to $17.0 million and $47.0 million, respectively, for the same periods last year. Interest income decreased $1.2 million over the same quarter last year and $4.2 million over the same nine month period last year as a result of lower interest rates and a decrease in cash available for investment. Interest expense increased $6.1 million and $15.6 million, respectively, over the same periods last year due to an increase in debt levels. For the nine month period ended September 30, 2008, $4.5 million of interest expense related to the ineffective portion of interest rate hedges. The decrease in Other, net for the three month period ended September 30, 2008 was primarily due to a decrease in the gain on disposition of property, plant, and equipment compared to the same period in the prior year. For the nine month period ended September 30, 2008, the decrease in Other, net was primarily due to a decrease in the gain on disposition of property, plant, and equipment compared to the same period in the prior year, partially offset by a write-down of an equity investment in the prior year period.

     Income Taxes. The current effective tax rates of 34.5% and 37.3 %, respectively, for continuing operations for the three and nine month periods ended September 30, 2008 varied from the statutory rate of 35.0% due primarily to state income taxes, discrete adjustments related to foreign and state taxes, and true ups of federal deferred tax items. The prior year effective tax rates of 34.7% and 35.6%, respectively, for continuing operations for the three and nine month periods ended September 30, 2007 varied from the statutory rate of 35.0% due primarily to state income taxes, offset by an increase in the temporary credit to be applied against the Texas margin tax, the benefit of the domestic production deduction, and the utilization of capital losses previously not benefited. The increase in the deferred tax liability is primarily driven by the difference in the book and tax depreciation associated with the lease fleet.

23

Rail Group

	Three Months Ended September 30,									Nine Months Ended September 30,
	2008			2007			Percent			2008			2007			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Rail	$	710.6		$	584.7			21.5	%	$	1,782.1		$	1,668.0			6.8	%
Components		42.1			36.6			15.0			129.0			121.1			6.5
Total revenues	$	752.7		$	621.3			21.1		$	1,911.1		$	1,789.1			6.8
Operating profit	$	56.8		$	96.5					$	206.4		$	271.2
Operating profit margin		7.5	%		15.5	%					10.8	%		15.2	%

     Railcar shipments increased 21% to approximately 8,560 and 2.6% to approximately 21,150 during the three and nine month periods ended September 30, 2008, respectively, compared to the same periods in 2007. As of September 30, 2008, our Rail Group backlog was approximately $2.0 billion consisting of approximately 24,130 railcars. The railcar backlog dollar value as of September 30, 2008 and 2007 was as follows:

	As of September 30,
	2008		2007
	(in millions)
External Customers	$	440.3	$	843.8
TRIP Leasing		143.7		617.7
Leasing Group		1,442.5		1,168.7
Total	$	2,026.5	$	2,630.2

     The total amount of the backlog dedicated to the Leasing Group was supported by lease agreements with external customers. The final amount dedicated to the Leasing Group or TRIP Leasing may vary by the time of delivery. Sales for the three and nine month periods ended September 30, 2008 included $56.8 million and $285.8 million, respectively, in cars sold to TRIP Leasing, that resulted in a gain of $6.5 million and $51.3 million, respectively, of which $1.4 million and $10.3 million, respectively, in profit was deferred based on our 20% equity interest. Sales for the three and nine month periods ended September 30, 2007 included $138.5 million in cars sold to TRIP Leasing, that resulted in a gain of $26.2 million, of which $5.3 million in profit was deferred based on our 20% equity interest. See Note 4 Equity Investment of the Consolidated Financial Statements for information about TRIP Leasing.

     Operating profit for the Rail Group decreased $39.7 million and $64.8 million, respectively, for the three and nine month periods ended September 30, 2008 compared to the same periods last year. This decrease was primarily due to the competitive pricing environment, increases in raw material costs, and a reserve for future losses on railcar sales. Steel costs rose significantly during the first nine months of the year and remain volatile. On certain fixed price railcar contracts, actual cost increases and surcharges have caused the total cost of the railcar to exceed the amounts originally anticipated, and in some cases, the actual contractual sale price of the railcar. A reserve for estimated losses on fixed price contracts of $2.9 million and $5.9 million was recorded during the three and nine months ended September 30, 2008, respectively.

     In the three months ended September 30, 2008, railcar shipments included sales to the Leasing Group of $323.0 million compared to $235.4 million in the comparable period in 2007 with a deferred profit of $9.9 million compared to $37.3 million for the same period in 2007. In the nine months ended September 30, 2008, railcar shipments included sales to the Leasing Group of $792.3 million compared to $690.9 million in the comparable period in 2007 with a deferred profit of $64.2 million compared to $115.8 million for the same period in 2007. Sales to the Leasing Group and related profits are included in the operating results of the Rail Group but are eliminated in consolidation.

Construction Products Group

	Three Months Ended September 30,									Nine Months Ended September 30,
	2008			2007			Percent			2008			2007			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Concrete and Aggregates	$	106.9		$	120.4			(11.2	)%	$	337.7		$	343.3			(1.6	)%
Highway Products		90.3			68.5			31.8			232.0			180.1			28.8
Other		3.8			5.3			(28.3	)		19.8			31.3			(36.7	)
Total revenues	$	201.0		$	194.2			3.5		$	589.5		$	554.7			6.3
Operating profit	$	17.3		$	19.0					$	50.6		$	44.9
Operating profit margin		8.6	%		9.8	%					8.6	%		8.1	%

24

     The increase in revenues for the three and nine month periods ended September 30, 2008 compared to the same periods in 2007 was primarily attributable to an increase in volume in our highway products business, sales generated by our entry into the asphalt business, and an increase in various raw material costs that have resulted in higher sales prices. These increases were offset by a decrease in volumes in our bridge girder business and the impact of divestitures in the concrete and aggregates businesses. Revenues for the three months ended September 30, 2008 were also offset by lower revenues in the concrete and aggregates businesses due to adverse weather conditions in Texas and Louisiana. Operating profit for the three months ended September 30, 2008 compared to the same period in 2007 decreased due to volume decreases in the concrete and aggregates businesses, unfavorable weather conditions, and increased raw material prices. Additional sales resulting in higher margins in our highway products business partially offset the declines in our concrete and aggregates businesses. Operating profit for the nine months ended September 30, 2008 as compared to the same period in 2007 increased due to the increased sales in the highway products and asphalt businesses offset by lower margins in the concrete and aggregates businesses for the same reasons as the three month period ended September 30, 2008.

Inland Barge Group

	Three Months Ended September 30,									Nine Months Ended September 30,
	2008			2007			Percent			2008			2007			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues	$	160.6		$	126.6			26.9	%	$	449.3		$	355.8			26.3	%
Operating profit	$	29.8		$	22.3					$	83.5		$	46.3
Operating profit margin		18.6	%		17.6	%					18.6	%		13.0	%

     Revenues increased for the three and nine month periods ended September 30, 2008 compared to the same periods in the prior year due to an increase in the sales of hopper and tank barges, a change in the mix of barges sold, and an increase in raw material costs that resulted in higher sales prices. Operating profit for the three and nine months ended September 30, 2008 increased compared to the same periods last year due to increased revenues, a change in the mix of barges sold, and improved margins due to operating efficiencies. Operating profit for the nine months ended September 30, 2008 also increased due to the refund of $2.0 million in unclaimed settlement funds related to the Waxler Case, compared to a $15.0 million charge for the resolution of the Waxler Case for the nine month period ended September 30, 2007. As of September 30, 2008, the backlog for the Inland Barge Group was approximately $669.0 million compared to approximately $771.5 million as of September 30, 2007.

Energy Equipment Group

	Three Months Ended September 30,									Nine Months Ended September 30,
	2008			2007			Percent			2008			2007			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Structural wind towers	$	125.4		$	54.6			129.7	%	$	315.8		$	155.0			103.7	%
Other		59.1			46.8			26.3			155.5			137.1			13.4
Total revenues	$	184.5		$	101.4			82.0		$	471.3		$	292.1			61.3
Operating profit	$	32.5		$	11.6					$	76.1		$	33.4
Operating profit margin		17.6	%		11.4	%					16.1	%		11.4	%

     Revenues increased for the three and nine month periods ended September 30, 2008 compared to the same periods in 2007 due to an increase in sales of structural wind towers and products manufactured and sold in Mexico offset by lower sales in the weaker domestic container market. Operating profit increased due to the increased sales in structural wind towers and the improved margins on containers produced in Mexico. As of September 30, 2008, the backlog for structural wind towers was approximately $1.46 billion compared to approximately $748 million as of September 30, 2007.

25

Railcar Leasing and Management Services Group

	Three Months Ended September 30,									Nine Months Ended September 30,
	2008			2007			Percent			2008			2007			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Leasing and management	$	80.6		$	69.2			16.5	%	$	228.1		$	199.3			14.5	%
Sales of cars from the lease fleet		126.7			134.8			(6.0	)		185.4			238.1			(22.1	)
Total revenues	$	207.3		$	204.0			1.6		$	413.5		$	437.4			(5.5	)
Operating Profit:
Leasing and management	$	32.7		$	28.6					$	93.5		$	82.9
Sales of cars from the lease fleet		21.2			18.4						30.5			31.4
Total operating profit	$	53.9		$	47.0					$	124.0		$	114.3
Operating profit margin:
Leasing and management		40.6	%		41.3	%					41.0	%		41.6	%
Sales of cars from the lease fleet		16.7			13.6						16.5			13.2
Total operating profit margin		26.0			23.0						30.0			26.1
Fleet utilization		99.0	%		99.6	%					99.0	%		99.6	%

     Total revenues increased for the three month period ended September 30, 2008 compared to the same period last year due to decreased sales from the lease fleet offset by increased rental revenues related to additions to the lease fleet and management fees. Total revenues decreased for the nine month period ended September 30, 2008 compared to the same period last year due to decreased sales for the lease fleet offset by increased rental revenues related to additions to the lease fleet, growth of the per diem fleet, and management and origination fees.

     Operating profit for leasing and management operations increased for the three and nine month periods ended September 30, 2008 compared to the same periods last year due primarily to rental proceeds from fleet additions. Results for the three and nine months ended September 30, 2008 included $52.6 million and $98.8 million, respectively, in sales of railcars to TRIP Leasing that resulted in a gain of $7.1 million and $16.1 million, respectively, of which $1.4 million and $3.2 million, respectively, was deferred based on our 20% equity interest. Results for the three and nine months ended September 30, 2007 included $93.8 million and $187.5 million, respectively, in sales of railcars to TRIP Leasing that resulted in a gain of $15.9 million and $30.3 million, respectively, of which $3.2 million and $6.2 million, respectively, was deferred based on our 20% equity interest. See Note 4 of the Consolidated Financial Statements for information about TRIP Leasing.

     To fund the continued expansion of its lease fleet to meet market demand, the Leasing Group generally uses its non-recourse warehouse facility or excess cash to provide initial financing for a portion of the purchase price of the cars. In February 2008, the warehouse facility was increased to $600 million with the availability period of this facility remaining through August 2009. In May 2008, Trinity Rail Leasing VI LLC issued $572.2 million of 30-year promissory notes. See Financing Activities.

     As of September 30, 2008, the Leasing Group’s lease fleet of approximately 43,910 owned or leased railcars had an average age of 4.7 years and an average remaining lease term of 4.6 years.

All Other

	Three Months Ended September 30,								Nine Months Ended September 30,
	2008			2007		Percent			2008		2007		Percent
	($ in millions)					Change			($ in millions)				Change
Revenues	$	21.5		$	17.9		20.1	%	$	58.1	$	50.4		15.3	%
Operating (loss) profit	$	(4.1	)	$	0.1				$	1.4	$	2.0

     The increase in revenues for the three and nine month periods ended September 30, 2008 over the same periods last year was primarily due to an increase in intersegment sales by our transportation company. The decrease in the operating profit for the three month period ended September 30, 2008 was primarily due to a decrease over the same period last year of $3.6 million resulting from the market valuation of commodity hedges that are required to be marked to market.

26

Liquidity and Capital Resources

Cash Flows

     Operating Activities. Net cash provided by operating activities of continuing operations for the nine months ended September 30, 2008 was $181.9 million compared to $188.2 million of net cash provided by operating activities of continuing operations for the same period in 2007.

     Accounts receivables at September 30, 2008 as compared to the accounts receivables balance at December 31, 2007 had increased by approximately 20%. We saw increases in accounts receivables for our Rail Group and structural wind towers business due to increased sales for the three month period ended September 30, 2008. Raw materials inventory at September 30, 2008 had increased approximately 27% since December 31, 2007 primarily attributable to increased steel prices.

     Investing Activities. Net cash required by investing activities of continuing operations for the nine months ended September 30, 2008 was $648.8 million compared to $486.2 million for the same period last year. Capital expenditures for the nine months ended September 30, 2008 were $854.1 million, of which $757.6 million were for additions to the lease fleet. This compares to $725.8 million of capital expenditures for the same period last year, of which $585.6 million were for additions to the lease fleet. Proceeds from the sale of property, plant, and equipment and other assets were $205.3 million for the nine months ended September 30, 2008 composed primarily of railcar sales from the lease fleet, which included $98.8 million to TRIP Leasing, and the sale of non-operating assets. This compares to $286.9 million for the same period in 2007 composed primarily of railcar sales from the lease fleet, which included $187.5 million to TRIP Leasing, and the sale of non-operating assets.

     Financing Activities. Net cash provided by financing activities during the nine months ended September 30, 2008 was $359.8 million compared to $208.9 million for the same period in 2007. We intend to use our cash to fund the operations, expansions, and growth initiatives of the Company.

     At September 30, 2008, there were no borrowings under our $425 million revolving credit facility. Interest on the revolving credit facility is calculated at prime or LIBOR plus 75 basis points.

     On October 15, 2008, the Company sent a notice to the holders of its Convertible Subordinated Notes. This notice, as required by the Indenture, notified the holders that as a result of increases in the Company’s dividend, the Conversion Rate has been adjusted to 19.2004 and the Conversion Price has been adjusted to $52.08.

     In May 2008, Trinity Rail Leasing VI LLC, a Delaware limited liability company (“TRL VI”), a limited purpose, indirect wholly-owned subsidiary of Trinity, issued $572.2 million of 30-year promissory notes (the “Promissory Notes”) to financial institutions. The Promissory Notes were secured by a portfolio of railcars valued at approximately $743.1 million, operating leases thereon, and certain cash reserves. The Promissory Notes are obligations of TRL VI and are non-recourse to Trinity. TRL VI acquired the railcars securing the Promissory Notes by purchase from TILC and a subsidiary. The proceeds were used to repay a portion of our warehouse facility and to finance unencumbered railcars on our consolidated balance sheet. TILC entered into certain agreements relating to the transfer of the railcars to TRL VI and the management and servicing of TRL VI’s assets. The Promissory Notes bear interest at a floating rate of one-month LIBOR plus a margin of 1.50%. The LIBOR portion of the interest rate on the Promissory Notes is fixed at approximately 4.13% for the first seven years from the date of issuance of the Promissory Notes through interest rate hedges. The interest rate margin on the Promissory Notes will increase by 0.50% on each of the seventh and eighth anniversary dates of the issuance of the Promissory Notes and by an additional 2.00% on the tenth anniversary date of the issuance of the Promissory Notes. The Promissory Notes may be prepaid at any time and may be prepaid without penalty at any time after the third anniversary date of the issuance of the Promissory Notes.

     In February 2008, TILC increased its warehouse facility to $600 million with the availability period of the facility remaining through August 2009. This facility, established to finance railcars owned by TILC, had $157.3 million outstanding as of September 30, 2008. The warehouse facility matures August 2009 and, unless renewed, will be payable in three equal installments in February 2010, August 2010, and February 2011. 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 78% of the fair market value of the eligible railcars securing the facility as defined by the agreement. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in rate of 3.59% at September 30, 2008. At September 30, 2008, $442.7 million was available under this facility.

     On December 13, 2007, the Company’s Board of Directors authorized a $200 million stock repurchase program of its common stock. This program allows for the repurchase of the Company’s common stock through December 31, 2009.

27

During the three months and nine months ended September 30, 2008, 150,000 and 621,100 shares were repurchased under this program at a cost of approximately $3.8 million and $16.0 million, respectively. The shares of common stock purchased during the three months ended September 30, 2008 were cash settled in October 2008. On October 3, 2008, the Company repurchased under the program 1,994,400 shares of its common stock in a privately negotiated transaction at a cost of approximately $42.2 million. Since the inception of this program through October 3, 2008, the Company had repurchased a total of 2,719,700 shares at a cost of approximately $61.1 million.

Equity Investment

     See Note 4 of the Consolidated Financial Statements for information about the equity investment.

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. Debt instruments that the Company has utilized include its revolving credit facility, the warehouse facility, senior notes, convertible subordinated notes, asset-backed securities, and sale/leaseback transactions. The Company also has issued equity at various times. As of September 30, 2008, the Company had $324.6 million available under its revolving credit facility and $442.7 million available under its warehouse facility. Despite the volatile conditions in both the credit and stock markets, the Company believes it has access to adequate capital resources to fund operating requirements.

Off Balance Sheet Arrangements

     See Note 3 of the Consolidated Financial Statements for information about off balance sheet arrangements.

Derivative Instruments

     We use derivative instruments to mitigate the impact of increases in zinc, natural gas, and diesel fuel prices and interest rates, as well as to convert a portion of our variable-rate debt to fixed-rate debt. We also use derivatives to lock in fixed interest rates in anticipation of future debt issuances. These swaps are accounted for as cash flow hedges under SFAS 133.

     Interest rate hedges

     In anticipation of a future debt issuance, we entered into interest rate swap transactions during the fourth quarter of 2006 and during 2007. These instruments, with a notional amount of $370 million, hedged the interest rate on a portion of a future debt issuance associated with an anticipated railcar leasing transaction, which closed in May 2008. These instruments settled during the second quarter of 2008. The weighted average fixed interest rate under these instruments was 5.34%. These interest rate swaps were being accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5 million of loss recorded in Accumulated Other Comprehensive Loss (“AOCL”) through the date the related debt issuance closed with a principal balance of $572.2 million in May 2008. The balance is being amortized over the term of the related debt. At September 30, 2008, the balance remaining in AOCL was $22.9 million. The effect on the consolidated statement of operations for the three and nine months ended September 30, 2008 was expense of $1.1 million and $6.1 million, respectively. The expense for the nine months ended September 30, 2008 was primarily due to the ineffective portion of the hedges associated with hedged interest payments that will not be made.

     In May 2008, we entered into an interest rate swap transaction which is being used to fix the LIBOR component of the debt issuance which closed in May 2008. The fixed interest rate under this instrument is 4.126%. The amount recorded for this instrument as of September 30, 2008 in the consolidated balance sheet was a liability of $0.9 million, with $0.5 million of expense in AOCL. The effect on the consolidated statement of operations for the three and nine month periods ended September 30, 2008 was expense of $2.3 million and $3.4 million, respectively.

     During 2005 and 2006, we entered into interest rate swap transactions in anticipation of a future debt issuance. These instruments, with a notional amount of $200 million, fixed the interest rate on a portion of a future debt issuance associated with a railcar leasing transaction in 2006 and settled at maturity in the first quarter of 2006. The weighted average fixed interest rate under these instruments was 4.87%. These interest rate swaps were being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million in income recorded in AOCL through the date the related debt issuance closed in May 2006. The balance is being amortized over the term of the related debt. At September 30, 2008, the balance remaining in AOCL was $3.5 million. The effect of the amortization on the consolidated statement of operations for the three and nine month periods ended September 30, 2008 was income of $0.1 million and $0.3 million, respectively. The effect on the same periods in the prior year was $0.1 million and $0.3 million, respectively.

28

     Natural gas and diesel fuel

     We continued a program to mitigate the impact of fluctuations in the price of natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit from adverse price changes by entering into derivative instruments. For those instruments that do not qualify for hedge accounting treatment, any changes in their valuation are recorded directly to the consolidated statement of operations. In July of 2008 we settled our outstanding diesel fuel hedge contracts. The effect of the settled diesel fuel contracts on the consolidated statement of operations for the three and nine month periods ended September 30, 2008 was income of $1.1 million. The amount recorded in the consolidated balance sheet for natural gas hedges was a liability of $2.0 million as of September 30, 2008 and $1.2 million of expense in AOCL for both derivative instruments. The effect of both derivatives on the consolidated statement of operations for the three and nine month periods ended September 30, 2008 was expense of $0.4 million and income of $9.5 million, respectively, including losses of $1.7 million and gains of $5.2 million resulting from the mark to market valuation for the three and nine months periods ended September 30, 2008, respectively. For the three and nine month periods ended September 30, 2007 the effect on the consolidated statement of operations was income of $0.1 million and $1.1 million, respectively.

     Zinc

     We also continued a program to mitigate the impact of fluctuations in the price of zinc purchases. The intent of this program is to protect our operating profit from adverse price changes by entering into derivative instruments. These instruments are short term with monthly maturities and no remaining balances in AOCL as of September 30, 2008. The effect on the consolidated statement of operations for the three months ended September 30, 2008 was not material. The effect on the consolidated statement of operations for the nine months ended September 30, 2008 was income of $0.9 million and for the three and nine month periods ended September 30, 2007 was income of $1.2 million and $2.0 million, respectively.

Contractual Obligation and Commercial Commitments

     As of September 30, 2008, other commercial commitments related to letters of credit increased to $100.5 million from $93.3 million as of December 31, 2007. Refer to Note 8 of the Consolidated Financial Statements for changes to our outstanding debt and maturities. Other commercial commitments that relate to operating leases under sale/leaseback transactions were basically unchanged as of September 30, 2008.

Recent Accounting Pronouncements

     See Note 1 of the Consolidated Financial Statements for information about recent accounting pronouncements.

Forward-Looking Statements

     This quarterly report on Form 10-Q (or statements 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 (“SEC”), news releases, conferences, World Wide Web postings or otherwise) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performances, estimates, projections, goals, and forecasts. Trinity uses the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar expressions to identify these forward-looking statements. Potential factors, which could cause our actual results of operations to differ materially from those in the forward-looking statements, include among others:

• market conditions and demand for our business products and services;

• the cyclical nature of industries in which we compete;

• continued expansion of the structural wind towers business;

• variations in weather in areas where our construction and energy products are sold, used, or installed;

• disruption of manufacturing capacity due to weather related events;

• the timing of introductions of new products;

• the timing of customer orders or a breach of customer contracts;

• product price changes;

• changes in mix of products sold;

• the extent of utilization of manufacturing capacity;

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

29

• competition and other competitive factors;

• changing technologies;

• surcharges and other fees added to fixed pricing agreements for raw materials;

• interest rates and capital costs;

• counter-party risks for financial instruments;

• long-term funding of our operations;

• taxes;

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

• changes in import and export quotas and regulations;

• business conditions in foreign 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 3. Quantitative and Qualitative Disclosures About Market Risk

     There has been no material change in our market risks since December 31, 2007. Refer to Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for a discussion of debt-related activity and the impact of hedging activity for the three and nine months ended September 30, 2008.

Item 4. 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. The Company’s Chief Executive and Chief Financial Officers are responsible for establishing and maintaining these procedures and, as required by the rules of the SEC, evaluating their effectiveness. Based on their evaluation of the Company’s disclosure controls and procedures which took place as of the end of the period covered by this report, the Chief Executive and Chief Financial Officers believe that these 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.

Internal Controls

     The Company maintains a system of internal controls designed to provide reasonable assurance that: transactions are executed in accordance with management’s general or specific authorization; transactions are recorded as necessary (1) to permit preparation of financial statements in conformity with generally accepted accounting principles, and (2) to maintain accountability for assets; access to assets is permitted only in accordance with management’s general or specific authorization; and the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     During the period covered by this report, there have been no changes in the Company’s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.

30

PART II

Item 1. Legal Proceedings

     The information provided in Note 15 of the Consolidated Financial Statements is hereby incorporated into this Part II, Item 1 by reference.

Item 1A. Risk Factors

     There have been no material changes from the risk factors previously disclosed in Item 1A of our 2007 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     This table provides information with respect to purchases by the Company of shares of its Common Stock during the quarter ended September 30, 2008:

							Maximum
							Number (or
					Total Number of		Approximate
					Shares (or Units)		Dollar Value) of
					Purchased as		Shares (or Units)
					Part of Publicly		that May Yet Be
	Number of		Average Price		Announced		Purchased
	Shares		Paid per		Plans or		Under the Plans
Period	Purchased(1)		Share(1)		Programs (2)		or Programs (2)
July 1, 2008 through July 31, 2008		4,554	$	32.24		—	$	184,941,063
August 1, 2008 through August 31, 2008		—	$	—		—	$	184,941,063
September 1, 2008 through September 30, 2008		152,438	$	25.75		150,000	$	181,092,648
Total		156,992	$	25.94		150,000	$	181,092,648

(1)

These columns include the following transactions during the three months ended September 30, 2008: (i) the deemed surrender to the Company of 4,100 shares of common stock to pay the exercise price in connection with the exercise of employee stock options, (ii) the surrender to the Company of 2,438 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees, (iii) the purchase of 454 shares of common stock by the Trustee for assets held in a non-qualified employee profit sharing plan trust, and (iv) the purchase of 150,000 shares of common stock on the open market as part of the stock repurchase program.

(2)

On December 13, 2007, the Company’s Board of Directors authorized a $200 million stock repurchase program of its common stock. This program allows for the repurchase of the Company’s common stock through December 31, 2009. During the three months and nine months ended September 30, 2008, 150,000 and 621,100 shares were repurchased under this program at a cost of approximately $3.8 million and $16.0 million, respectively. The shares of common stock purchased during the three months ended September 30, 2008 were cash settled in October 2008. On October 3, 2008, the Company repurchased under the program 1,994,400 shares of its common stock in a privately negotiated transaction at a cost of approximately $42.2 million. Since the inception of this program through October 3, 2008, the Company had purchased a total of 2,719,700 shares at a cost of approximately $61.1 million.

Item 3. Defaults Upon Senior Securities

     None.

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

     None.

Item 5. Other Information

     None.

31

Item 6. Exhibits

Exhibit Number	Description
10.1.1	Form of Amended and Restated Severance Agreement, dated September 9, 2008, entered into between Trinity Industries, Inc. and Chief Executive Officer and each current Named Executive Officer (filed herewith).*
10.7	Supplemental Retirement Plan as Amended and Restated effective January 1, 2009 (filed herewith).*
10.11.3	Form of Restricted Stock Grant Agreement (filed herewith).*
10.11.4	Form of Restricted Stock Unit Agreement for Non-Employee Directors (filed herewith).*
10.27	Board Compensation Summary Sheet (filed herewith).*
31.1	Rule 13a-15(e) and 15d-15(e) Certification of Chief Executive Officer (filed herewith).
31.2	Rule 13a-15(e) and 15d-15(e) Certification of Chief Financial Officer (filed herewith).
32.1	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

* Management contracts and compensatory plan arrangements.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRINITY INDUSTRIES, INC.	By /s/ WILLIAM A. MCWHIRTER II
Registrant
	William A. McWhirter II
	Senior Vice President and
	Chief Financial Officer
	October 30, 2008

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INDEX TO EXHIBITS

Exhibit Number	Description
10.1.1	Form of Amended and Restated Severance Agreement, dated September 9, 2008, entered into between Trinity Industries, Inc. and Chief Executive Officer and each current Named Executive Officer (filed herewith).*
10.7	Supplemental Retirement Plan as Amended and Restated effective January 1, 2009 (filed herewith).*
10.11.3	Form of Restricted Stock Grant Agreement (filed herewith).*
10.11.4	Form of Restricted Stock Unit Agreement for Non-Employee Directors (filed herewith).*
10.27	Board Compensation Summary Sheet (filed herewith).*
31.1	Rule 13a-15(e) and 15d-15(e) Certification of Chief Executive Officer (filed herewith).
31.2	Rule 13a-15(e) and 15d-15(e) Certification of Chief Financial Officer (filed herewith).
32.1	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

* Management contracts and compensatory plan arrangements.

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EX-10.1.1

Exhibit 10.1.1

AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT
CLASS A-1

     THIS AGREEMENT, amended and restated as of                     , 2008, between Trinity Industries, Inc., a Delaware corporation (the “Company”) and                      (the “Executive”) amends and restates that certain Executive Severance Agreement entered into between the Company and the Executive as of                              ,            .

WITNESSETH

     WHEREAS, the Company’s Board of Directors has determined that it is appropriate to reinforce and encourage the continued attention and dedication of members of the Company’s management, including the Executive, to their assigned duties without distraction in potentially disturbing circumstances arising from the possibility of a Change in Control of the Company (as hereinafter defined); and

     WHEREAS, in consideration for the benefits provided under this Agreement, the Executive will continue to give his or her attention and dedication to his or her duties with the Company; and

     WHEREAS, the Company and the Executive wish to amend and restate that certain Executive Severance Agreement by and between the Company and the Executive which was executed as of the date stated above in order to revise or clarify certain provisions to carry out the purposes of such agreement;

     NOW, THEREFORE, this Agreement sets forth the severance compensation which the Company agrees it will pay to the Executive if the Executive’s employment with the Company terminates under one of the circumstances described herein in connection with a Change in Control of the Company.

     1. Term. This Agreement shall terminate, except to the extent that any obligation of the Company hereunder remains unpaid as of such time, upon the earliest of:

     (a) September 9, 2010; provided, however, that, commencing on September 9, 2009 and on each anniversary date thereafter (each such date, an “Anniversary Date”), the expiration date under this clause (a) shall automatically be extended for one additional year unless, not later than the December 31 immediately prior to such Anniversary Date, either party shall have given written notice that it does not wish to extend this Agreement, but in no event shall the expiration date under this clause (a) be earlier than the second anniversary of the Effective Date of a Change in Control.

     (b) the termination of the Executive’s employment with the Company based on death, Disability (as defined in Section 3(b) hereof) or Cause (as defined Section 3(c) hereof); and

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     (c) the voluntary resignation of the Executive for any reason other than Good Reason (as defined in Section 3(d)).

     2. Change in Control.

     (a) Acceleration of Vesting and Extension of Exercise Rights of Equity Compensation Upon a Change in Control. In addition to any provisions concerning acceleration of vesting in any applicable plan or agreement relating to equity-type compensation that may be outstanding between the Executive and the Company or any subsidiary of the Company (including, without limitation, any stock option agreement, restricted stock agreement, career share agreement, bridge share agreement, performance incentive plan agreement, and performance unit plan agreement), and notwithstanding any provision to the contrary in any such plan or agreement, upon the Effective Date of a Change in Control all units, stock options, incentive stock options, performance shares, performance awards, and stock appreciation rights then held by the Executive shall immediately become 100% vested and exercisable, and the Executive shall become 100% vested in all career shares, bridge shares, and shares of restricted stock, held by or for the benefit of the Executive.

     In addition to any provisions concerning extension of exercise rights in any applicable plan or agreement relating to equity-type rights or compensation that may be outstanding between the Executive and the Company or any subsidiary of the Company (including, without limitation, any stock option agreement, restricted stock agreement, career share agreement, bridge share agreement, performance incentive plan agreement, and performance unit plan agreement), and notwithstanding any provision to the contrary in any such plan or agreement, upon the Effective Date of a Change in Control the Executive’s right to exercise any previously unexercised options or other equity-type rights shall not terminate until the latest date on which the option or other right granted under such agreement would expire under the terms of such agreement but for the Executive’s termination of employment; with respect to any incentive stock option held by the Executive, if not exercised within three months after termination of employment, such options shall immediately convert to non-qualified stock options.

     (b) Acceleration of Vesting of Retirement and Deferred Compensation Benefits Upon a Change in Control. In addition to any provisions concerning acceleration of vesting in any applicable plan or agreement relating to retirement or deferred compensation-type benefits that may be outstanding between the Executive and the Company (including, without limitation, the Company’s Profit Sharing Plan, Supplemental Profit Sharing Plan, and Deferred Compensation Plan and Agreement), and notwithstanding any provision to the contrary in any such plan or agreement, upon the Effective Date of a Change in Control all accounts, interests, rights, and benefits of the Executive in any such plan or agreement shall immediately become 100% vested and exercisable; however, such acceleration shall not apply to the Company’s Pension Plan for Salaried Employees.

     (c) No Other Compensation Paid Prior to Termination of Employment. Except as provided in paragraphs (a) and (b) of this Section 2, no compensation shall be payable or benefits provided under this Agreement unless and until (x) there shall have been a Change in Control of the Company, and (y) the Executive’s employment by the Company is terminated.

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     (d) Definition of Change in Control. For purposes of this Agreement, a “Change in Control” of the Company 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 representing 30% or more of the combined voting power of the Company’s then-outstanding securities, unless the transaction resulting in a Person becoming the Beneficial Owner of 30% or more of the combined voting power of the Company’s then-outstanding securities is approved in advance by the Company’s Board of Directors (sometimes hereafter referred to as the “Board”), excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) 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 September 9, 2008, 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 September 9, 2008 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 (A) 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 (B) 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 a sale or disposition (whether by reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, or other similar corporate transaction or event) by the Company of all or substantially all of the Company’s assets (in one transaction or a series of transactions within any period of 24 consecutive months) other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 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

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to such sale. However, a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity (or two or more entities in one transaction or a series of transactions within any period of 24 consecutive months), 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 or disposition shall be considered a Change in Control of the Company for purposes of this Agreement if the Executive is not offered employment with such entity (or one of such entities) on terms comparable to those described in Section 3(g) hereof. The sale or disposition of a subsidiary or a division of the Company, or certain assets of the Company (or of a subsidiary of the Company), shall not be a Change in Control unless any such transaction or series of related transactions results in a sale or disposition by the Company of all or substantially all of the Company’s assets as provided in subparagraph (iv) above.

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.

     (e) Definition of Effective Date of a Change in Control. For purposes of this Agreement, “Effective Date of a Change in Control” shall mean the first to occur of (A) the date on which a Person first becomes the Beneficial Owner of 30% or more of the combined voting power of the Company’s then outstanding securities as defined in subparagraph (d)(i) above, or (B) the effective date of the election of one or more directors to the Board which results in the individuals defined in subparagraph (d)(ii) above ceasing to constitute a majority of the number of directors then serving, or (C) the effective date of the consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation as defined in subparagraph (d)(iii) above, or (D) the effective date of a liquidation or dissolution of the Company, or a sale or disposition by the Company of all or substantially all of the Company’s assets, as defined in subparagraph (d)(iv) above.

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     3. Termination Following Change in Control.

     (a) Compensation Payable Upon Termination. If a Change in Control of the Company shall have occurred, the Executive shall be entitled to the compensation provided in Section 4 hereof upon the termination of the Executive’s employment with the Company by the Executive or by the Company unless such termination is as a result of:

     (i) the Executive’s death;

     (ii) the Executive’s Disability (as defined in Section 3(b) below;

     (iii) the Executive’s termination by the Company for Cause (as defined in Section 3(c) below); or

     (iv) the Executive’s decision to terminate employment other than for Good Reason (as defined in Section 3(d) below).

     Notwithstanding the foregoing provisions of this Section 3, if the Executive’s employment is terminated by the Company other than for Cause or Disability (for purposes of this paragraph, Cause shall include all of the events set forth in Section 3(c) hereof and the following: willfully engaging by the Executive in continued misconduct which is materially injurious to the Company after having been advised in writing of the particular misconduct deemed by the Company to be materially injurious to the Company and instructed in such writing to cease any further misconduct of a similar nature) prior to a Change in Control, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with a Change in Control, then for all purposes of this Agreement, such termination shall be deemed to have occurred immediately following a Change in Control; in addition, if the Executive’s employment is terminated by the Company other than for Cause (as defined in this paragraph) or Disability within 90 days prior to a Change in Control, such termination shall conclusively be deemed to have occurred following a Change in Control. For further clarification, in the event of a termination of employment prior to a Change in Control that is treated as having occurred after a Change in Control, the Executive shall not be entitled to benefits under Section 4 hereof if the Executive voluntarily terminated his or her employment whether or not for Good Reason.

     (b) Disability. If, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from his or her duties with the Company on a full-time basis for one year and within thirty days after written Notice of Termination (as hereinafter defined) is thereafter given by the Company, the Executive shall not have returned to the full-time performance of the Executive’s duties, the Company may terminate this Agreement for “Disability.”

     (c) Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement only, the Company shall have “Cause” to terminate the Executive’s employment hereunder only on the basis of:

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     (i) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness and other than in respect of any duties inconsistent with, or more burdensome than, the Executive’s duties with the Company immediately prior to a Change in Control of the Company);

     (ii) misappropriation or embezzlement from the Company or any other act or acts of dishonesty by the Executive constituting a felony that results, or is intended to result, directly or indirectly, in gain to or personal enrichment of the Executive at the Company’s expense;

     (iii) the conviction of the Executive of a felony involving the moral turpitude of the Executive; or

     (iv) the refusal of the Executive to accept offered employment after a Change in Control which complies with the terms and conditions of Section 3(g) hereof.

For purposes of this Section 3(c), no act or failure to act on the part of the Executive shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission of the Executive was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board), finding that the Executive was guilty of conduct set forth in this Section 3(c) and specifying the particulars thereof in detail.

     (d) Good Reason. The Executive may terminate the Executive’s employment for Good Reason at any time after the Effective Date of a Change in Control of the Company. For purposes of this Agreement “Good Reason” shall mean the occurrence of any of the following unless the Executive has given his or her express prior written consent:

     (i) a good faith determination by the Executive that there has been a material adverse change in the Executive’s working conditions or responsibilities relative to the most favorable working conditions, and responsibilities applicable to the Executive during the 12 month period prior to the Change in Control (including, but not limited to, a significant reduction in the level of support services, staff, secretarial and other assistance, office space, and accoutrements);

     (ii) the assignment to the Executive by the Company of duties inconsistent with the Executive’s position, duties, and reporting responsibilities with the Company immediately prior to a Change in Control of the Company (including, but not limited to, a reduction in the nature or scope of the Executive’s authority, powers, functions, or duties), or a change in the Executive’s titles or offices as in effect immediately prior to a Change in Control of the Company, or any removal of the Executive from or any failure to reelect the Executive to any of such positions, except in connection with the

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termination of his or her employment for Disability or Cause, or as a result of the Executive’s death, or by the Executive other than for Good Reason;

     (iii) a reduction by the Company in the Executive’s base salary as in effect on the date hereof or as the same may be increased from time to time during the term of this Agreement, or the Company’s failure to increase (within 12 months of the Executive’s last increase in base salary) the Executive’s base salary after a Change in Control of the Company in an amount which at least equals, on a percentage basis, the average percentage increase in base salary for all officers of the Company effected in the preceding 12 months;

     (iv) any action by the Company which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits, in the aggregate, under the Benefit Plans, Incentive Plans, and Securities Plans; “Benefit Plans” include health and welfare benefit plans in which the Executive is participating at the time of a Change in Control of the Company (including, without limitation, the Company’s pension plans, group life insurance plan, and medical, dental, accident and disability plans); “Incentive Plans” include incentive compensation plans in which the Executive is participating at the time of a Change in Control of the Company (including, without limitation, the Company’s annual incentive compensation plan and the three-year Performance Incentive Plan); and “Securities Plans” include any plan or arrangement to receive securities of the Company in which the Executive is participating at the time of a Change in Control of the Company (including, without limitation, the Company’s Stock Option Plan, and any other plan or arrangement to receive and exercise stock options, stock appreciation rights, career shares, bridge shares, restricted stock or grants thereof).

     (v) a relocation of the Company’s principal executive offices to a location outside of Dallas County, Texas, or the Executive’s relocation to any place other than the location at which the Executive performed the Executive’s duties prior to a Change in Control of the Company, except for required travel by the Executive on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations at the time of a Change in Control of the Company;

     (vi) any failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled at the time of a Change in Control of the Company;

     (vii) any material breach by the Company of any provision of this Agreement;

     (viii) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company;

     (ix) any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3(e) below, and for purposes of this Agreement, no such purported termination shall be effective; or

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     (x) voluntary resignation by the Executive, or termination of employment by reason of the Executive’s death or Disability, at any time during either:

     (A) the 90-day period beginning on the Effective Date of a Change in Control; or

     (B) the 30-day period beginning on the 365^th day after the Effective Date of a Change in Control.

     (e) Notice of Termination. Any termination by the Company pursuant to Section 3(b), 3(c) or 3(d) shall be communicated by a Notice of Termination. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate those specific termination provisions in this Agreement relied upon and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. For purposes of this Agreement, no such purported termination by the Company shall be effective without such Notice of Termination.

     (f) Date of Termination. “Date of Termination” shall mean (a) if this Agreement is terminated by the Company for Disability, thirty days after Notice of Termination is given to the Executive (provided that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during such 30-day period), (b) if the Executive’s employment is terminated by the Company for any other reason, the date on which a Notice of Termination is given, or (c) if the Executive terminates his or her employment for Good Reason, the date on which a Notice of Termination is given.

     (g) Continued Employment After Change in Control. If a Change in Control has occurred, the Executive shall not be treated as having terminated employment for purposes of this Agreement, and therefore will not be entitled to any benefits under this Agreement after such Change in Control, if (i) the unit, division, or subsidiary for which the Executive primarily provides services is spun-off, sold, or otherwise disposed of, (ii) such transaction (x) was approved by a vote of at least two-thirds (2/3) of the directors of the Company who satisfy the requirements of subparagraph (d)(ii) of Section 2 above, and (y) did not originate with an unsolicited offer (as determined by the Board in good faith), and (iii) the Executive is offered employment in writing with the purchasing or continuing entity, and (iv) such purchasing or continuing entity enters into a written agreement with the Company and the Executive, which is approved by a vote of at least 2/3 of the directors of the Company who satisfy the requirement of subparagraph (d)(ii) of Section 2 hereof, which expressly, absolutely, and unconditionally assumes and agrees to perform this Agreement in the same manner and to the same extent that a successor to all or substantially all of the business and/or assets of the Company would be required as provided in Section 8 hereof (except that subparagraph (d)(x) of Section 3 shall not be applicable to any such Executive), and it shall be conclusively presumed for purposes of such agreement that a Change in Control has occurred with respect to the Executive.

     4. Severance Compensation upon Termination of Employment. The Company may terminate the Executive’s employment at any time; however, if (a) during the two-year period beginning on the Effective Date of a Change in Control, the Company shall terminate the Executive’s employment other than pursuant to Section 3(b) or 3(c) or if the Executive shall terminate his or her employment for Good Reason or (b) during any period of time after a

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Change in Control has occurred but prior to either the Effective Date of a Change in Control or the date on which the Board (or shareholders of the Company, if applicable) takes any action which has the effect of rescinding or nullifying the Change in Control (or on the date a Change of Control is rescinded or nullified without the necessity of any such action), the Company shall terminate the Executive’s employment other than pursuant to Section 3(b) or 3(c) or if the Executive shall terminate his or her employment for Good Reason other than pursuant to Section 3(d)(x), then as severance pay:

     (a) The Company shall pay to the Executive in a lump sum, in cash, on or before the fifth day following the Date of Termination, an amount equal to three (3.0) times the sum of (A) the Executive’s base salary as in effect immediately prior to the Change in Control or, if higher, in effect immediately prior to the Date of Termination, plus the annual allowance for the Executive under the Company’s Executive Perquisite Program, and (B) the greater of (i) the average bonus (under all Company bonus plans for which the Executive is eligible) earned with respect to the three most recently completed full fiscal years (or, if the Executive has not been employed for at least three full fiscal years, all of completed full fiscal years during which he or she has been employed), or (ii) the target bonus (under all Company bonus plans for which the Executive is eligible) for the fiscal year in which the Change in Control occurs.

     (b) For a period of thirty-six (36) months subsequent to the Executive’s Date of Termination, the Company shall at its expense continue on behalf of the Executive and his or her dependents and beneficiaries, all medical, dental, vision, health, and life insurance benefits, which were being provided to the Executive at the time of termination of employment. The benefits provided in this Section 4(b) shall be no less favorable to the Executive, in terms of amounts and deductibles and costs to him, than the coverage in effect immediately prior to the Change in Control (or, if more favorable to tile Executive, immediately prior to the Notice of Termination). The Company’ s obligation hereunder to provide a benefit shall terminate if the Executive obtains comparable coverage under a subsequent employer’s benefit plan. For purposes of the preceding sentence, benefits will not be comparable during any waiting period for eligibility, for such benefits or during any period during which there is a preexisting condition limitation on such benefits. The Company also shall pay a lump sum equal to the amount of any additional income tax payable by the Executive and attributable to the benefits provided under this subparagraph (b) at the time such tax is imposed upon the Executive. In the event that the Executive’s participation in any such coverage is barred under the general terms and provisions of the plans and programs under which such coverage is provided, or any such coverage is discontinued or the benefits thereunder are materially reduced, the Company shall provide or arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such coverage immediately prior to the Notice of Termination. At the end of the period of coverage set forth above, the Executive shall have the option to have assigned to him at no cost to the Executive and with no apportionment of prepaid premiums, any assignable insurance owned by the Company and relating specifically to the Executive, and the Executive shall be entitled to all health and similar benefits that are or would have been made available to the Executive under law (including continuation coverage under COBRA).

     (c) The Company shall pay to the Executive and, if applicable, to his or her beneficiaries, in cash, on or before the fifth day following the Date of Termination, a lump sum representing the present value of the excess of (i) the benefit (expressed as a life annuity

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commencing at age 65 or such earlier date as of which the actuarial equivalent of such annuity is greatest) that the Executive would have accrued under the provisions of the Company’s Pension Plan for Salaried Employees in effect immediately prior to the Change in Control had the Executive continued to be employed for an additional thirty-six months following the Date of Termination at the annual rate of compensation (exclusive of the annual allowance for the Executive under the Company’s Executive Perquisite Program) taken into account under clause (a) hereof (taking such thirty-six months into account both for vesting and for benefits), over (ii) the benefit actually accrued by the Executive under such plan. For purposes hereof, “present value” shall be determined using a per annum discount rate as established from time to time for the Company’s Pension Plan for Salaried Employees and “actuarial equivalent” shall be determined using the same assumptions utilized under such plan. In addition, with respect to the benefits attributable to the additional thirty-six months, the benefit under (i) above shall be calculated without regard to the limitations of Section 415 and Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”), and such amount shall be paid without regard to any vesting requirement in such plan.

     The foregoing payments shall be subject to withholding of federal, state and local income, FICA and similar taxes, if required by law.

     5. Gross-Up Payment.

     (a) Total Payments. Whether or not the Executive becomes entitled to the payments under Section 4 hereof, if any of the payments or benefits received or to be received by the Executive in connection with a Change in Control or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (such payments or benefits, excluding the Gross-Up Payment, being hereinafter referred to as the “Total Payments”) would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the residence of the Executive on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

     (b) Determination By Accountant. All determinations required to be made under this Section 5, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the independent accounting firm which served as the Company’s auditor immediately prior to the Change in Control (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days after the Date of Termination, if applicable, or such earlier time as is requested by the Company. In the event that the Accounting Firm is also serving as accountant or auditor for the individual, entity, or group effecting the Change in Control, the Executive may appoint another nationally recognized public accounting firm to make the determinations

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required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder), by giving written notice of such appointment to the Company within five (5) business days after the Date of Termination. All fees and expenses of the Accounting Firm shall be borne solely by the Company and it shall be the Company’s obligation to cause the Accounting Firm to take any actions required hereby.

     If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that he or she has substantial authority not to report any Excise Tax on his or her federal income tax return. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payment which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 5(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

     (c) Notification Required. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-(30) day period following the date on which he or she gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

     (i) give the Company any” information reasonably requested by the Company relating to such claim,

     (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

     (iii) cooperate with the Company in good faith in order to effectively contest such claim,

     (iv) permit the Company to participate in any proceedings relating to such claim, provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 5(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or

11

forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund, or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

     (d) Repayment. If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 5(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 5(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 5(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

     6. Six Month Delay.

     (a) To the extent (i) any payment or payments to which the Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code, and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payment or payments shall not be made or commence until the earliest of (A) the expiration of the six (6) month period measured from the date of the Executive’s “separation from service” (as such term is defined in final Treasury Regulations issued under Section 409A of the Code and any other guidance issued thereunder) with the Company; (B) the date the Executive becomes “disabled” (as defined in Section 409A of the Code); or (C) the date of the Executive’s death following such separation from service. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 6 shall be paid to the Executive or the Executive’s beneficiary in one lump sum.

12

     (b) To the extent that any payment or payments referenced in Section 6(a) above become subject to the six month delay due to the Executive’s status as a specified employee, any such payment shall be paid into the Trinity Industries, Inc. Severance Benefits Trust, under agreement dated as of September 9, 2008, on the date on which the Executive would have received such payment without application of this Section 6, and shall be paid to the Executive at the time the Executive becomes entitled to such payment or payments under this Section 6.

     (c) The Executive has reviewed with the Executive’s own tax advisors the tax consequences of this Agreement and the transactions contemplated hereby. The Executive is relying solely on his or her tax advisors and not on any statements or representations of the Company or any of its agents and understands that the Executive (and not the Company) shall be responsible for the Executive’s own tax liability that may arise as a result of this Agreement or the transactions contemplated hereby, except as otherwise specifically provided in this Agreement.

     7. No Obligation To Mitigate Damages; No Effect on Other Contracts.

     (a) The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise.

     (b) The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish the Executive’s existing rights, or rights which would accrue solely as a result of the passage of time, under any other agreement, contract, plan or arrangement with the Company.

     8. Successor to the Company.

     (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company by written agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment for Good Reason. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 8 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

     (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in

13

accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such devisee, legatee or other designee, to executor or administrator of the Executive’s estate.

     9. Notice. For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows:

If to the Company:

Trinity Industries, Inc.
P. O. Box 568887
Dallas, Texas 75356-8887
Attention: President

If to the Executive:

(Home Address)

or such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

     10. Miscellaneous. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

     11. Validity. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

     12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

     13. Legal Fees and Expenses. The Company shall pay, upon written demand therefor by the Executive, all legal fees and expenses which the Executive may reasonably incur as a result of any dispute or contest (regardless of the outcome thereof) by or with the Company or others regarding the validity or enforceability of, or liability under, any provision hereof (including as a result of any contest about the amount of any payments pursuant to Sections 4 or 5), plus in each case interest at the “applicable Federal rate” (as defined in Section 1274(d) of the Code). In any action brought by the Executive for damages or to enforce any provisions hereof, he or she shall be entitled to seek both legal and equitable relief and remedies, including, without

14

limitation, specific performance of the Company’s obligations hereunder, in his or her sole discretion.

     14. Continuation of Salary During Dispute. In the event of any dispute or contest by or with the Company or others regarding the validity or enforceability of, or liability under, any provision hereof (including as a result of any contest about the amount of any payments pursuant to Sections 4 or 5), and upon written demand by the Executive, the Company shall continue to pay the Executive his or her base salary as in effect immediately prior to the date of the Change in Control. Said periodic payments shall be made in accordance with the Company’s normal payroll practices. Payments shall continue until final resolution of such dispute or contest either by an agreement between the Executive and the Company or formal order of a court with proper jurisdiction. In the event that the Company substantially prevails in such dispute, the Executive shall be obligated to repay to the Company all amounts he or she has received under this Section 14 (after taxes applicable thereto) plus interest at the “applicable Federal rate” (as defined in Section 1274(d) of the Code).

     15. Confidentiality. The Executive shall retain in confidence any and all confidential information known to the Executive concerning the Company and its business so long as such information is not otherwise publicly disclosed.

     16. Modification. No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties.

     17. Subsidiaries. In this Agreement, there are numerous references to the Executive’s employment by and duties with the Company, payment of benefits and compensation by the Company, and termination of employment with the Company. The parties to this Agreement acknowledge that the Executive may be employed, currently or at some time in the future, by a subsidiary of the Company. As used in this Agreement, a subsidiary means an entity which is at least 80% owned, directly or indirectly, by the Company. It is the parties’ intention that transfer of the Executive’s employment from the Company to a subsidiary or from one subsidiary to another subsidiary will not constitute a termination of employment with the Company for any reason hereunder unless otherwise specifically provided herein. In addition, unless otherwise specifically provided herein (including Section 3(g)), “termination of employment with the Company” shall mean termination of employment with the Company and all of its subsidiaries, and “termination of employment by Company” shall mean termination of employment by the entity which actually employs the Executive. Other references to employment by the Company, duties with the Company, and salary and benefits shall include employment, duties, salary, and benefits with respect to the entity which actually employs the Executive. However, with respect to the definition of Change in Control of the Company, except as otherwise specifically provided herein, references to the Company shall mean only the Company, and the obligations under Sections 4 and 5 herein shall be obligations of the Company.

* * * * *

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

TRINITY INDUSTRIES, INC.
By:
Name:	Timothy R. Wallace
Title:	Chairman and President
EXECUTIVE
By:
Name:
Title:

16

EX-10.7

EXHIBIT 10.7

TRINITY INDUSTRIES, INC.
SUPPLEMENTAL RETIREMENT PLAN

AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2009

TABLE OF CONTENTS

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

i

TRINITY INDUSTRIES, INC.
SUPPLEMENTAL RETIREMENT PLAN

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

WITNESSETH:

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

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

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

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

     NOW, THEREFORE, the Company hereby agrees as follows:

1

ARTICLE I

Purpose

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

2

ARTICLE II

Definitions and Construction

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

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

3

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

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

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

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

4

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

	all as determined in accordance with Code Sections 409A and 416(i) and applicable Treasury Regulations issued thereunder, provided stock in the Employer corporation is publicly traded on an established securities market.
(s)	Participant shall mean an Employee who meets the eligibility requirements as determined by the Committee; provided, however, that effective on and after the date of a Change in Control, the term “Participant” shall be limited to those individuals who satisfy the eligibility requirements and who were Participants in the Plan as of the date immediately prior to the date of such Change in Control.
(t)	Person shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries; (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates; (iii) an underwriter temporarily holding securities pursuant to an offering of such securities; or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
(u)	Plan shall mean the Trinity Industries, Inc. Supplemental Retirement Plan as set forth in this document, as this document may be amended from time to time.
(v)	Retirement shall mean the date on which an Employee is eligible to begin receiving benefits from any Base Plan.
(w)	Separation from Service or Separate from Service shall mean a termination of employment constituting a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h).

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

5

ARTICLE III

Designation of Participants

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

6

ARTICLE IV

Plan Benefits

4.01 Calculation of Plan Benefit

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

4.02 Time and Form of Plan Payments

(a) Amounts Subject to Code Section 409A

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

7

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

(i)

If an eligible Employee is participating in the Plan in 2008 and desires to file or modify a previously-filed election, he must complete such an election or modification and file it with the Committee on or before December 31, 2008; provided, however, that a Participant may not file a modified distribution election in 2008 that has the effect of deferring payment of amounts the Participant would otherwise receive in 2008 or cause payments to be made in 2008 that would otherwise be made subsequent to 2008. Such an election shall not be treated as a change in the form of a payment under Section 409A(a)(4) of the Code or an acceleration of a payment under Section 409A(a)(3) of the Code.

(ii)

A modification of a Participant’s previous election related to the distribution of Amounts Subject to Code Section 409A may be filed by a Participant with the Committee provided:

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

8

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

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

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

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

9

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

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

(b) Amounts Not Subject to Code Section 409A

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

10

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

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

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(i)

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

(ii)

Change in Control. For purposes of this Section, a Change in Control shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(A)

Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities unless the transaction resulting in a Person becoming the Beneficial Owner of thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities is approved in advance by the Board, excluding any Person who becomes such Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below;

(B)

The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on September 9, 2008, constitute the Board and any new director (other than a director whose initial assumption of office in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on September 9, 2008, or whose appointment, election or nomination for election was previously so

12

approved or recommended;

(C)

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

(D)

The Company’s stockholders approve a plan of complete liquidation or dissolution of the Company, or a sale or disposition (whether by reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, or other similar corporate transaction or event) by the Company of all or substantially all of the Company’s assets (in one transaction or a series of transactions within any period of twenty four (24) consecutive months) other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least sixty percent (60%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. However, a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity (or two or more

13

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

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

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ARTICLE V

Administration

5.01

Duties of Committee

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

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ARTICLE VI

Amendment and Termination

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

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

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

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

(b)

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

(c)

At the discretion of the Company, provided that all of the following requirements are satisfied:

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

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

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

6.03

Rights of Participants

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

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

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ARTICLE VII

Miscellaneous

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

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

18

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

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

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

20

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 o f 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”). The Restricted Shares may be issued in certificated or book-entry form as the Company may determine.

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)		for	% of the Restricted Shares;
(v)		for	% of the Restricted Shares;
(vi)	death;
(vii)	Disability as defined in the Plan;
(viii)	a Change in Control as defined in the Plan; or
(ix)	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 (the “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 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, any 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, such shares 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 in accordance with Section 27 of the Plan for applicable taxes which are required to be withheld under federal, state or local law or the tax withholding requirement has otherwise been satisfied.

2

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 Committee, 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 Committee that the Grantee has violated this paragraph.

8. Acceptance and Stock Power.

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.

3

DATED as of the                     ^th day of                                         , 200___.

TRINITY INDUSTRIES, INC.
NAME:	WILLIAM A. MCWHIRTER
TITLE:	SENIOR VICE PRESIDENT &
	CHIEF FINANCIAL OFFICER
GRANTEE
NAME:

4

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___ for ___ shares standing in the name of the undersigned on the books of said Company.

DATE NAME

EX-10.11.4

10.11.4

TRINITY INDUSTRIES, INC.
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK UNIT AGREEMENT

     THIS AGREEMENT, dated as of ______ __, ___(“Grant Date”) by and between Trinity Industries, Inc., a Delaware Corporation (“Company”), and name (“Director”), is entered into as follows:

     WHEREAS, the Company has established the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (“Plan”), and which Plan is made a part hereof;

     WHEREAS, terms defined in the Plan shall have the same meaning in this Agreement unless otherwise specifically stated; and

     WHEREAS, the Board of Directors of the Company has determined that the Director be granted Restricted Stock Units subject to the terms of the Plan and the terms stated below, as hereinafter set forth;

     NOW, THEREFORE, the parties hereby agree as follows:

1.	Grant of Units
	Subject to the terms and conditions of this Agreement and of the Plan, the Company hereby credits to a separate account maintained on the books of the Company (“Account”) ___ Restricted Stock Units (“Units”). Each Unit shall be subject to conversion into a share of the Company’s $1.00 par value Common Stock (“Stock”) as herein provided.
2.	Vesting Schedule
	The interest of the Director in the Units shall vest as to 100% of such Units on the first business day immediately preceding the next Annual Meeting of Stockholders of the Company, or earlier upon death, a “Change of Control” as defined by Section 409A of the Internal Revenue Code, or with the consent of the Board of Directors of the Company.
3.	Restrictions
	The Units granted hereunder may not be sold, pledged or otherwise transferred and may not be subject to lien, garnishment, attachment or other legal process.
4.	Dividend Equivalents
	If on any date the Company shall pay any dividend or other distribution on the Stock (other than a dividend in Stock), the Director shall be paid an amount in cash for each Unit equal to the amount of dividend or distribution paid on the Stock, less any amounts required to be held for federal, state or local withholding taxes.

5.	Changes in Stock
	In the event of any change in the number and kind of outstanding shares of Stock by reason of a subdivision or consolidation of the Stock or the payment of a stock dividend (but only in Stock) or any other increase or decrease in the number of shares of Stock effected without receipt of consideration, the Company shall make an appropriate adjustment in the number and terms of the Units credited to the Director’s Account so that, after such adjustment, the Units shall represent a right to receive the same number of shares of Stock that the Director would have received in connection with such increase or decrease in shares of Stock as if Director had owned on the applicable record date a number of shares of Stock equal to the number of Units credited to the Director’s Account prior to such adjustment.
6.	Form and Timing of Payment
	The Company shall distribute to the Director a number of shares of Stock equal to the aggregate number of vested Units credited to the Director within 60 days from the date of the Director’s “Separation from Service” as defined by Section 409A of the Internal Revenue Code or earlier upon a “Change of Control” as defined by Section 409A of the Internal Revenue Code.
7.	Taxes
	The Director shall be liable for any and all taxes, including required withholding taxes, arising out of this grant or the vesting of Units hereunder. The Director may elect to satisfy any minimum withholding tax obligation that the Company is required to make by making an election for the Company to retain Stock having a Fair Market Value equal to the Company’s withholding obligation.
8.	Miscellaneous

(a)	All amounts credited to the Director’s Account under this Agreement shall continue for all purposes to be a part of the general assets of the Company. The Director’s interest in the Account shall make Director only a general, unsecured creditor of the Company.
(b)	The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.
(c)	Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon delivery to the Director at Director’s address then on file with the Company.
(d)	Neither the Plan nor this Agreement nor any provisions under either shall be construed so as to grant the Director any right to remain as a Director of the Company.
(e)	Except as provided in paragraph 4 hereof, nothing herein shall be construed as to grant Director any stock ownership rights commonly associated with stock ownership including voting rights until such time as shares of Stock are issued to the Director in accordance with paragraph 6 hereof.

(f)	This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.
(g)	This Agreement may be changed or modified by written amendment, without Director’s consent or signature, if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Internal Revenue Code and any regulations or other guidance issued thereunder.

     IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the day and year first hereinabove written.

TRINITY INDUSTRIES, INC.
By
	Name: William A. McWhirter
	Title: Senior Vice President and Chief
	Financial Officer
	Director

EX-10.27

EXHIBIT 10.27

TRINITY INDUSTRIES, INC.
DIRECTOR COMPENSATION
Summary Sheet as of September 9, 2008

On September 9, 2008 the Board of Directors revised the compensation of directors effective that day.

Each director of the Company who is not a compensated officer or employee of the Company will receive cash compensation as follows:

• Board member annual retainer of $50,000

• Presiding Director — annual retainer of $5,000

• Board meeting fee — $2,000 for each meeting attended

• Ad Hoc Consultancy or Special Assignment as approved by the Chairman, Chief Executive Officer and President — $2,000 per day

• Audit Committee Chairman — annual retainer of $15,000

• Member of the Audit Committee — $2,000 for each meeting attended

• Human Resources Committee Chairman — annual retainer of $7,500

• Chairman of other Board Committees — annual retainer of $5,000

• Member of other Board Committees — $1,500 for each meeting attended

The Board has a cash equivalent value for annual equity compensation for directors of $100,000 and will use a twelve month average share price as the basis for the awards.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Timothy R. Wallace, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;
2.	Based on my knowledge, this 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 conclusion 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 the 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.

Date: October 30, 2008

/s/ Timothy R. Wallace

Timothy R. Wallace
Chairman, Chief Executive Officer, and President

EX-31.2

Exhibit 31.2

CERTIFICATION

I, William A. McWhirter II, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;
2.	Based on my knowledge, this 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 conclusion 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 the 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.

Date: October 30, 2008

/s/ William A McWhirter II

William A. McWhirter II
Senior Vice President and Chief Financial Officer

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 Quarterly Report of Trinity Industries, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy R. Wallace, Chairman, Chief Executive Officer, and President 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, as of, and for, the periods presented in the Report.

/s/ Timothy R. Wallace

Timothy R. Wallace
Chairman, Chief Executive Officer, and President
October 30, 2008

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 Quarterly Report of Trinity Industries, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William A. McWhirter II, Senior 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, as of, and for, the periods presented in the Report.

/s/ William A. McWhirter II

William A. McWhirter II
Senior Vice President and Chief Financial Officer
October 30, 2008

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.