0000950134-05-004498 Sample Contracts

TRINITY INDUSTRIES, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Employee Director Restricted Stock Unit Agreement • March 9th, 2005 • Trinity Industries Inc • Railroad equipment

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:

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TRINITY INDUSTRIES, INC. NONQUALIFIED STOCK OPTION AGREEMENT NON-EMPLOYEE DIRECTORS
Nonqualified Stock Option Agreement Non-Employee Directors • March 9th, 2005 • Trinity Industries Inc • Railroad equipment

THIS AGREEMENT, by and between Trinity Industries, Inc. (hereinafter called the “Company”) and Optionee (hereinafter called the “Optionee”);

TRINITY INDUSTRIES, INC. RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • March 9th, 2005 • Trinity Industries Inc • Railroad equipment

THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”), by and between TRINITY INDUSTRIES, INC. (hereinafter called the “Company”) and ___(hereinafter called the “Grantee”);

RETIREMENT TRANSITION AGREEMENT
Retirement Transition Agreement • March 9th, 2005 • Trinity Industries Inc • Railroad equipment • Texas

This RETIREMENT TRANSITION AGREEMENT (hereinafter “this Agreement”) is entered into by and between Trinity Industries, Inc., a Delaware corporation (hereinafter “Trinity”), and John L. Adams (hereinafter “Adams”), effective this 14th day of December 2004. Trinity and Adams are collectively hereinafter referred to as “the Parties.”

RETIREMENT TRANSITION AGREEMENT
Retirement Transition Agreement • March 9th, 2005 • Trinity Industries Inc • Railroad equipment • Texas

This RETIREMENT TRANSITION AGREEMENT (hereinafter “this Agreement”) is entered into by and between Trinity Industries, Inc., a Delaware corporation (hereinafter “Trinity”), and Jim S. Ivy (hereinafter “Ivy”), effective this 14th day of December 2004. Trinity and Ivy are collectively hereinafter referred to as “the Parties.”

EXECUTIVE TRANSITION, NON-COMPETE AND RELEASE AGREEMENT
Transition, Non-Compete and Release Agreement • March 9th, 2005 • Trinity Industries Inc • Railroad equipment • Texas

This EXECUTIVE TRANSITION, NON-COMPETE AND RELEASE AGREEMENT (hereinafter “this Agreement”) is entered into by and between Trinity Industries, Inc., a Delaware corporation (hereinafter “Trinity”), and Michael E. Flannery (hereinafter “Flannery”). Trinity and Flannery are collectively hereinafter referred to as “the Parties.”

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