Supplemental Retirement Plan as Amended and Restated effective January 1, 2009

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

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.

Amounts Subject to Code Section 409A shall mean the total amount accrued by the Participant under the Plan, reduced by all Amounts Not

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),

Change in Control shall have the meaning set forth in Sections 4.02(a)(5)(iii) and 4.02(b)(5)(ii).

Code shall mean the Internal Revenue Code of 1986, as amended from time to time.

Committee shall mean the persons appointed under the provisions of Article V to administer the Plan.

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

Is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be

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

months under an accident and health plan sponsored by the Employer.

Effective Date of this restatement shall mean January 1, 2009. The original effective date of the Plan is January 1, 1990.

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.

Employer shall mean the Company and any Affiliate of the Company to the extent that an Employee of such Affiliate is a Participant hereunder.

ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time.

Key Employee shall mean:

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

a five percent (5%) owner of an Employer, or

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.

Plan shall mean the Trinity Industries, Inc. Supplemental Retirement Plan as set forth in this document, as this document may be amended from

Retirement shall mean the date on which an Employee is eligible to begin receiving benefits from any Base Plan.

Separation from Service or Separate from Service shall mean a termination of employment constituting a “separation from service” within the

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.

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.

Election of Form of Distribution . Within thirty (30) days following receipt of a written explanation of the terms of and the benefits provided

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.

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

Such modification shall not be effective for at least twelve (12) months after the date on which the modification is filed with the

Other than distributions made on account of death or Disability, any distributions to which such modification relates shall be

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.

Timing of Distribution. Except as otherwise provided, Amounts Subject to Code Section 409A that are payable under the Plan to a

The first day of the first month next following the Participant’s attainment of age 65; or

If a Participant Separates from Service before attaining age 65, the first day of the first month next following the Participant’s

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

Distribution for Disability. Notwithstanding any provision of the Plan to the contrary, in the event a Participant becomes Disabled, he shall

Forfeiture.

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.

Change in Control. Notwithstanding paragraph (i), in the event that the Participant Separates from Service for any reason (other than

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

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

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.

Timing of Payments. Except as provided in Section 4.02(b)(5), benefits payable under the Plan will be paid in coordination with any

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.

Forfeiture.

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.

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

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;

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

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

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

Within twelve (12) months of the Company’s dissolution taxed under Code Section 331 or with the approval of a bankruptcy court pursuant to

The calendar year in which the Plan termination occurs;

The calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or

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.

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

The termination and liquidation of the Plan do not occur proximate to a downturn in the financial health of the Company;

All arrangements sponsored by the Company that would be aggregated with any terminated arrangement under Treasury

No payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made

All payments are made within twenty-four (24) months of the termination of the arrangements; and

Such other events and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the