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:

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.

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.

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.

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.

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.

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.

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.

The Director’s interest in the Account shall make Director only a general, unsecured creditor of the Company.

Agreement.

address then on file with the Company.

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.

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