Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Executive Compensation Matters:

On December 10, 2008, the Board of Directors (the "Board") of Trinity Industries, Inc. ("Trinity"), upon the recommendation of the Human Resources Committee (the "Committee"), determined that the base salaries of the named executive officers will remain at their current levels during 2009.

The Board, upon the recommendation of the Committee, also determined that commencing with the 2009 Annual Incentive Program, the Exceptional Performance Incentive Program ("EPIP") performance goal and payout level will be eliminated. EPIP has been the short-term cash incentive payout amount that could be earned by named executive officers above the normal maximum payout levels if the EPIP level performance goals were achieved. If EPIP performance levels are achieved for 2008, the named executive officers will receive the applicable payout pursuant to the EPIP.

As a result of eliminating the future opportunity for named executive officers to earn short-term cash compensation above the maximum payout level pursuant to the EPIP, the Board granted stock options exercisable into the following number of shares:

• Timothy R. Wallace, Chairman, Chief Executive Officer and President - 85,000 shares;
• Mark W. Stiles, Senior Vice President and Group President - 45,000 shares;
• D. Stephen Menzies, Senior Vice President and Group President - 45,000 shares;
• William A. McWhirter II, Senior Vice President and Chief Financial Officer - 40,000 shares; and
• S. Theis Rice, Vice President and Chief Legal Officer - 25,000 shares.

The stock options will vest on May 15, 2012. The exercise price was set at 110% of Trinity's closing stock price on December 10, 2008, or $16.24 per share.

---

Top of the Form