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<SEC-DOCUMENT>/in/edgar/work/20000607/0000950129-00-002913/0000950129-00-002913.txt : 20000919
<SEC-HEADER>0000950129-00-002913.hdr.sgml : 20000919
ACCESSION NUMBER:		0000950129-00-002913
CONFORMED SUBMISSION TYPE:	10-K405
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20000331
FILED AS OF DATE:		20000607

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TRINITY INDUSTRIES INC
		CENTRAL INDEX KEY:			0000099780
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3743
]		IRS NUMBER:				750225040
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0331
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-K405
			SEC ACT:		
			SEC FILE NUMBER:	001-06903
			FILM NUMBER:		650806
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		2525 STEMMONS FREEWAY
				CITY:			DALLAS
				STATE:			TX
				ZIP:			75207-2401
				BUSINESS PHONE:		2146314420
</BUSINESS-ADDRESS>

				FORMER COMPANY:	
					FORMER CONFORMED NAME:	TRINITY STEEL CO INC
					DATE OF NAME CHANGE:	19720407
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-K FOR FISCAL YEAR END MARCH 31, 2000
<TEXT>

<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    ---------
                                    FORM 10-K
                                    ---------

(Mark One)

    [X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended March 31, 2000

                                       OR


    [ ]     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

           Securities Registered Pursuant to Section 12(b) of the Act

                                                       Name of each exchange
     Title of each class                               on which registered
- -----------------------------                     -----------------------------
COMMON STOCK, $1.00 PAR VALUE                     NEW YORK STOCK EXCHANGE, INC.

           Securities Registered Pursuant to Section 12(g) of the Act:

                                      NONE

                                ----------------

         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   X            No
                                            ------             ------


         INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED,
TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K [X].

         The aggregate market value of voting stock held by nonaffiliates of the
Registrant is $811,626,426 as of May 26, 2000.

                                   38,104,166

        (Number of Shares of common stock outstanding as of May 26, 2000)
================================================================================
                                                     (Continued on reverse side)


<PAGE>   2

(Continued from cover page)


                       DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Registrant's definitive Proxy Statement dated June 19,
2000 for the 2000 Annual Meeting of Stockholders to be held July 19, 2000 are
incorporated by reference into Part III hereof.


<PAGE>   3
                                     PART I


ITEM 1.  BUSINESS

         GENERAL DEVELOPMENT OF BUSINESS. Trinity Industries, Inc. (the
"Registrant" or "Trinity") was originally incorporated under the laws of the
State of Texas in 1933. On March 27, 1987, Trinity became a Delaware corporation
by merger into a wholly-owned subsidiary of the same name.

         FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS. Various financial
information concerning the Registrant's segments for each of the last three
fiscal years is presented in Part II, Item 7 "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 7 through
12.

         NARRATIVE DESCRIPTION OF BUSINESS. The Registrant is engaged in the
manufacture, marketing, and leasing of a wide variety of products consisting of
the following six business segments or groups:

         RAILCAR GROUP. The Registrant manufactures railroad freight cars,
principally pressure and non-pressure tank cars, hopper cars, box cars,
intermodal cars and gondola cars used for transporting a wide variety of
liquids, gases and dry cargo.

         Tank cars transport products such as liquefied petroleum gas, liquid
fertilizer, sulfur, sulfuric acids and corn syrup. Covered hopper cars carry
cargo such as grain, dry fertilizer, plastic pellets and cement. Open-top
hoppers haul coal, and top-loading gondola cars transport a variety of heavy
bulk commodities such as scrap metals, finished flat steel products, machinery
and lumber. Intermodal cars transport various products which have been loaded in
containers to minimize shipping costs.

         The Registrant holds patents of varying duration for use in its
manufacture of railcar and component products. The Registrant cannot quantify
the importance of such patents, but patents are believed to offer a marketing
advantage in certain circumstances. No material revenues are received from
licensing of these patents.

         A number of well established companies are presently engaged in the
manufacture of railcars on a large scale. The Registrant strives to be
competitive through improvements in the efficiency of the manufacturing process
and its creative designs to benefit customers.

         INLAND BARGE GROUP. The Registrant produces river hopper barges, inland
tank barges and fiberglass barge covers. River hopper barges are used to carry
coal, grain and other commodities by various barge transport companies. Tank
barges are used to transport liquid products. The Registrant is North America's
leading producer of inland barges and one of the largest producers of fiberglass
barge covers. The inland barge business is made up of a few major manufacturers.
The Registrant strives to compete through efficiency in operations and quality
of product.

         PARTS AND SERVICES GROUP. The Registrant manufactures railcar parts,
such as hitches, couplers, axles, and chutes that are ultimately used in the
manufacturing and repair of railcars. The Registrant is also engaged in railcar
maintenance, management, and/or leasing to various industries.

         A wholly-owned leasing subsidiary, Trinity Industries Leasing Company
("TILC"), incorporated in 1979, is engaged in leasing specialized types of
railcars and locomotives to industrial companies in the petroleum, chemical,
grain, food processing, fertilizer and other industries which supply cars to the
railroads. At March 31, 2000, TILC owned 7,165 railcars.

         Substantially all equipment leased by TILC was purchased from the
Registrant at prices comparable to the prices for equipment sold by the
Registrant to third parties. As of March 31, 2000,


                                       1
<PAGE>   4

TILC had equipment on lease or available for lease purchased from the Registrant
at a cost of $466.8 million. Generally, TILC purchases the equipment to be
leased only after a lessee has committed to lease such equipment.

         The volume of equipment purchased and leased by TILC depends upon a
number of factors, including the demand for equipment manufactured by the
Registrant, the cost and availability of funds to finance the purchase of
equipment, the Registrant's decision to solicit orders for the purchase or lease
of equipment and factors which may affect the decision of the Registrant's
customers as to whether to purchase or lease equipment.

         A number of well established companies actively compete with TILC in
the business of owning and leasing railcars, as well as banks, investment
partnerships and other financial and commercial institutions.

         The Registrant also manufactures mixer barrels and dump bodies, as well
as container heads, which are pressed metal components used in the further
manufacture of a finished product of the Registrant. In addition, the Registrant
sells container heads to other manufacturers. Container heads are manufactured
in various shapes and may be pressure rated or non-pressure, depending on the
intended use in further manufacture. Other pressed shapes are also hot- or
cold-formed to customer requirements.

         HIGHWAY CONSTRUCTION PRODUCTS GROUP. The highway construction products
manufactured by the Registrant include highway guardrail and highway safety
devices and related barrier products, and beams and girders. These products are
used in the highway construction industries. Generally, customers for highway
guardrail and highway safety devices are highway departments or subcontractors
on highway projects. Sales of beams and girders are to general contractors and
subcontractors on highway construction projects.

         The Registrant holds patents and is a licensee for certain of its
guardrail and end-treatment products that enhance its worldwide competitive
position for these products. The Registrant is the largest producer of these
products in North America, with products in use in all 50 states, as well as
Canada, Mexico, the Caribbean and Europe.

         CONCRETE & AGGREGATE GROUP. The Registrant is engaged in the production
and manufacturing of ready-mix concrete and aggregates primarily in Texas and
Louisiana. Ready-mix concrete and aggregates are used in the building and
foundation industry, and customers include primarily owners, contractors, and
sub-contractors. The concrete and aggregate business is extremely competitive
depending upon the geographical area. The Registrant strives to compete through
service and efficiency of operations.

         INDUSTRIAL GROUP. The Registrant is engaged in manufacturing metal
containers for the storage and transportation of liquefied petroleum ("LP") gas
and anhydrous ammonia fertilizer. Pressure LP gas containers are utilized at
industrial plants, utilities, small businesses, and in suburban and rural areas
for residential heating and cooking needs. Fertilizer containers are
manufactured for highway and rail transport, bulk storage, farm storage, and the
application and distribution of anhydrous ammonia.

         The Registrant manufactures butt weld type fittings and flanges. The
weld fittings include caps, elbows, return bends, concentric and eccentric
reducers, full and reducing outlet tees, and a full line of pipe flanges, all of
which are pressure rated. The Registrant manufactures and stocks, in standard,
extra-heavy, and double-extra-heavy weights and in various diameters, weld caps,
tees, reducers, elbows, return bends, flanges, and also manufactures to customer
specifications. The basic raw materials for weld fittings and flanges are carbon
steel, stainless steel, aluminum, chrome-moly, and other metal tubing or
seamless pipe and forgings. The Registrant sells its weld fittings and flanges
to distributors and to other manufacturers of weld fittings.


                                       2
<PAGE>   5

         The demand for LP gas containers is seasonal and mild winters for the
past three years reduced demand for LP gas containers in the United States.
Competitors range from large to small local companies. Competition for fittings
and flanges has been intense and has resulted in sharply reduced prices for
these products for the previous three fiscal years.

         ALL OTHER. All Other includes transportation services, the Company's
captive insurance company, and other peripheral businesses.

         MARKETING, RAW MATERIALS AND EMPLOYEES. As of March 31, 2000, the
Registrant operated in the continental United States, Mexico, Brazil, Romania,
and Argentina. The Registrant sells substantially all of its products through
its own salesmen operating from offices in the following states and foreign
countries: Alabama, Illinois, Kentucky, Louisiana, Michigan, North Carolina,
Ohio, Pennsylvania, Texas, Utah, Brazil, Mexico, and Romania. Independent sales
representatives are also used to a limited extent. The Registrant primarily
markets its transportation and industrial products throughout the United States.
Except in the case of weld fittings, guardrail, and standard size LP gas
containers, the Registrant's products are ordinarily fabricated to the
customer's specifications pursuant to a purchase order.

         The principal materials used by the Registrant are steel plate,
structural steel shapes, steel forgings, aluminum and cement and aggregate
material for ready-mix concrete. There are numerous domestic and foreign sources
of such steel and most other materials used by the Registrant.

         The Registrant currently has approximately 20,600 employees, of which
approximately 15,300 are production employees and 5,300 are administrative,
sales, supervisory, and office employees.

         ACQUISITIONS. The Company made certain acquisitions during fiscal 2000,
1999, and 1998 accounted for by the purchase method. The acquired operations
have been included in the consolidated financial statements from the effective
dates of the acquisitions. Information concerning these acquisitions are located
on page 22.

         ENVIRONMENTAL MATTERS. The Registrant is subject to comprehensive and
frequently changing federal, state and local environmental laws and regulations,
including those governing emissions of air pollutants, discharges of wastewater
and storm waters, and the disposal of nonhazardous and hazardous waste. The
Registrant anticipates that it may incur costs in the future to comply with
currently existing laws and regulations and any new statutory requirements. Such
costs are not expected to be material to the Registrant.

         OTHER MATTERS. To date, the Registrant has not suffered any material
shortages with respect to obtaining sufficient energy supplies to operate its
various plant facilities or its transportation vehicles. Future limitations on
the availability or consumption of petroleum products (particularly natural gas
for plant operations and diesel fuel for vehicles) could have an adverse effect
upon the Registrant's ability to conduct its business. The likelihood of such an
occurrence or its duration, and its ultimate effect on the Registrant's
operations, cannot be reasonably predicted at this time.

ITEM 2. PROPERTIES.

         The Registrant principally operates in various locations throughout the
United States with other facilities in Mexico, Brazil, and Romania, all of which
are considered to be in good condition, well maintained, and adequate for its
purposes.


                                       3
<PAGE>   6

<TABLE>
<CAPTION>
                                                  Approximate
                                                  Square Feet            Productive
                                                  -----------             Capacity
                                              Owned        Leased         Utilized
                                            ---------    ----------      ----------
<S>                                         <C>          <C>             <C>
Railcar Group                               5,419,500       57,000           70%
Inland Barge Group                            692,000       45,000           70%
Parts & Services Group                      2,893,500      477,000           75%
Highway Construction Products Group         2,000,000       10,000           90%
Concrete & Aggregate Group                    224,000           --           85%
Industrial Group                            1,356,000      317,000           50%
Executive Offices                             173,000           --          N/A
                                           ----------   ----------
                                           12,758,000      906,000
</TABLE>

ITEM 3.  LEGAL PROCEEDINGS.

         In December, 1999, a grand jury sitting in the Western District of
Louisiana returned a two count felony indictment against Trinity Baton Rouge,
Inc., a wholly owned subsidiary of the Company. The indictment charges Trinity
Baton Rouge, Inc. with transporting hazardous waste without a proper manifest to
an unpermitted facility in violation of the Resource Conservation Recovery Act.
Trinity Baton Rouge, Inc. denies all charges in the indictment and is defending
this matter vigorously.

         In January and March 2000, representatives of the Registrant met with
representatives of the United States Environmental Protection Agency to
determine the exact nature of allegations in a complaint filed against the
Registrant. The complaint alleges that the Registrant failed to file certain
submissions timely to the United States Environmental Protection Agency in
alleged violation of the Emergency Planning Community Right to Know Act. The
Registrant denies all allegations and is defending this matter vigorously.

         The Registrant is involved in other various claims and lawsuits
incidental to its business. In the opinion of management, these claims and suits
in the aggregate will not have a material adverse effect on the Registrant's
consolidated financial statements.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.   None.


                                       4
<PAGE>   7


                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
        MATTERS.

         The Company's common stock is traded on the New York Stock Exchange
with the ticker symbol "TRN". The following table shows the price range of the
Company's common stock for fiscal years 2000 and 1999:

<TABLE>
<CAPTION>
                                                                               Prices
                                                                    -----------------------------
    Year          Quarter                                            High                   Low
    ----          -------                                            ----                   ---
<S>               <C>                                              <C>                   <C>
    1999            First                                           $54.56                $39.94
    1999            Second                                           44.06                 28.38
    1999            Third                                            40.63                 29.94
    1999            Fourth                                           39.44                 28.63

    2000            First                                           $37.38                $28.75
    2000            Second                                           34.06                 30.25
    2000            Third                                            30.75                 26.44
    2000            Fourth                                           27.56                 19.88
</TABLE>

HOLDERS

         At March 31, 2000 the Registrant had approximately 2,150 record holders
of common stock. The par value of the stock is $1.



                                       5
<PAGE>   8

ITEM 6.  SELECTED FINANCIAL DATA.

<TABLE>
<CAPTION>
                                                                             Year Ended March 31


(in millions except for percent and per share data)          2000         1999        1998        1997        1996
- ---------------------------------------------------        ---------   ---------   ---------   ---------   ----------
<S>                                                        <C>         <C>         <C>         <C>         <C>
Revenues                                                   $ 2,740.6     2,926.9     2,473.0     2,234.3     2,241.7
Operating profit                                           $   279.0       284.9       255.9       214.2       194.9


Income from continuing operations                          $   165.5       185.3       103.7       113.7       101.3

Income from discontinued operations, net of income taxes   $      --          --          --        23.8        12.5
Net income                                                 $   165.5       185.3       103.7       137.5       113.8
Total assets                                               $ 1,738.5     1,684.9     1,573.9     1,356.4     1,426.6
Long-term debt                                             $    95.4       120.6       149.6       178.6       206.4
Stockholders' equity                                       $ 1,015.1       959.1       887.5       809.5       746.0
Ratio of total debt to total capital                       %    20.7        23.9        22.0        23.1        36.2

Stock data:
   Weighted average number of diluted shares outstanding        39.9        43.6        43.9        42.8        41.9
   Net income per diluted common share:
      Continuing operations                                $    4.15        4.25        2.36        2.66        2.42
      Discontinued operations                                     --          --          --        0.55        0.30
                                                           ---------   ---------   ---------   ---------   ---------
      Net income per common share                          $    4.15        4.25        2.36        3.21        2.72
      Continuing operations before nonrecurring charges
          and credits(1)                                   $    4.15        3.93        3.36        2.66        2.42
Dividends per share                                        $    0.72        0.69        0.68        0.68        0.68
Book value per share                                       $   26.50       23.22       20.40       18.83       17.93
</TABLE>

(1) Income from continuing operations before nonrecurring charges and credits is
    not a term which is defined by generally accepted accounting principles. The
    nonrecurring credit in fiscal 1999 represents the net-of-tax gain on a sale
    of an investment in land and the nonrecurring charge in fiscal 1998
    represents the net-of-tax effect of a litigation settlement.


                                       6
<PAGE>   9

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

BASIS OF PRESENTATION

         Trinity Industries, Inc. is one of the nation's leading diversified
industrial manufacturers. Segment information is reported for (i) the Railcar
Group, (ii) the Inland Barge Group, (iii) the Highway Construction Products
Group, (iv) the Industrial Group, (v) the Concrete & Aggregate Group, and (vi)
the Parts & Services Group. See Notes to the Consolidated Financial Statements
for further discussion of business segments. The following discussion compares
results from continuing operations of Trinity for fiscal 2000, 1999, and 1998.

2000 COMPARED WITH 1999 - RESULTS OF OPERATIONS

         Revenues were $2.74 billion in fiscal 2000 compared to $2.93 billion in
fiscal 1999, a 6.5% decrease. Operating profit decreased slightly to $279.0
million in fiscal 2000 compared to $284.9 million in fiscal 1999, a 2.1%
decrease. Decreased revenues and operating profit were primarily attributable to
the Railcar and Parts & Services Groups as a result of decreased railcar
shipments. These declines are mostly offset by increased revenues and operating
profit in the Inland Barge, Highway Construction Products, and Concrete &
Aggregate Groups. Selling, engineering and administrative expenses increased as
a percentage of revenue to 6.7% from 5.8%. This increase is primarily a result
of the Company's global expansion and investments in technology.

         Other income, net changed from $27.4 million income in fiscal 1999 to
$2.3 million in fiscal 2000 due primarily to a net gain on the sale of real
estate and other assets in the first quarter of fiscal 1999 in the amount of
$22.1 million.

         Net income in fiscal 2000 decreased 10.7% to $165.5 million, or $ 4.15
per diluted share as compared to $185.3 million, or $4.25 per diluted share, in
fiscal 1999. Excluding the net gain in 1999 discussed above, net income per
diluted share in fiscal 2000 increased $0.22 per share, or 5.6% from fiscal
1999.


<TABLE>
<CAPTION>
RAILCAR GROUP
(in millions)
                                                2000             1999
                                             ---------         --------
<S>                                          <C>               <C>
Revenues                                     $1,515.3          $1,694.0
Operating Profit                             $  167.9          $  172.9
Operating Profit Margin                          11.1%             10.2%
</TABLE>

         While shipments of railcars declined 17% in fiscal 2000, revenues fell
only 10.5%. Operating profit decreased by only 3%, while operating profit margin
increased due to operating efficiencies and the product mix of railcar sales.
With a weakened railcar market, shipments are expected to decline in fiscal
2001 from about 23,000 railcars to a level of 14,000 to 18,000. At this level,
a very competitive market is anticipated.


                                       7
<PAGE>   10

INLAND BARGE GROUP
<TABLE>
<CAPTION>
(in millions)
                                      2000             1999
                                    ---------        --------
<S>                                 <C>              <C>
Revenues                            $  205.4         $  196.4
Operating Profit                    $   26.8         $   13.4
Operating Profit Margin                 13.0%             6.8%
</TABLE>

         Inland Barge Group revenues increased 4.6% while operating profit
approximately doubled to $26.8 million. The increase in operating profit is due
mainly to cost reductions and operating efficiencies.

<TABLE>
<CAPTION>
PARTS & SERVICES GROUP
(in millions)
                                      2000                      1999
                                    --------                  --------
<S>                                 <C>                       <C>
Revenues                            $  426.6                  $  498.1
Operating Profit                    $   72.6                  $   87.2
Operating Profit Margin                 17.0%                     17.5%
</TABLE>

            Revenues decreased by $71.5 million in the Parts & Services Group,
from $498.1 million in fiscal 1999 (including intersegment sales of $155.6
million), to $426.6 million in the current year (including intersegment sales of
$121.5 million), while operating profit decreased from $87.2 million in fiscal
1999 to $72.6 million in fiscal 2000.

         Revenue declines are primarily due to the softness in the railcar
market, the sale of three railcar repair plants, and decreased sales of
container heads.

<TABLE>
<CAPTION>
HIGHWAY CONSTRUCTION PRODUCTS GROUP
(in millions)
                                      2000                      1999
                                    ---------                 --------
<S>                                 <C>                       <C>
Revenues                            $   193.8                 $  162.0
Operating Profit                    $    35.3                 $   26.7
Operating Profit Margin                  18.2%                    16.5%
</TABLE>

         Revenues in the Highway Construction Products Group increased 19.6%,
while operating profit increased 32.2%. Demand for highway construction products
is expected to remain strong due to the level of federal funding.


                                       8
<PAGE>   11

<TABLE>
<CAPTION>
CONCRETE & AGGREGATE GROUP
(in millions)
                                      2000                      1999
                                    ---------                 --------
<S>                                 <C>                       <C>
Revenues                            $  251.8                  $  238.9
Operating Profit                    $   26.0                  $   25.6
Operating Profit Margin                 10.3%                     10.7%
</TABLE>

              Revenues increased due to a strong construction market, expansion,
and continued small acquisitions. Revenue growth more than offset a 5.6% revenue
decline resulting from the sale of certain operations in the Louisiana market.

<TABLE>
<CAPTION>
INDUSTRIAL GROUP
(in millions)
                                      2000                   1999
                                    ---------              --------
<S>                                 <C>                    <C>
Revenues                            $  218.1               $  229.4
Operating Profit                    $   15.1               $    8.5
Operating Profit Margin                  6.9%                   3.7%
</TABLE>

         The decline in revenues is primarily due to the sale of Beaird
Industries, Inc. in the quarter ended June 30, 1998. The increase in operating
profit is due to improved market conditions in the LPG container business and
improved profitability in the metal component business.

ALL OTHER

         Revenues in the All Other group decreased from $63.7 million in fiscal
1999 to $51.1 million in fiscal 2000 while operating profit decreased from $10.2
million to $3.1 million in fiscal 2000. The decrease in revenues reflects
slightly weaker activity in some small, peripheral businesses.

1999 COMPARED WITH 1998

         Revenues were $2.93 billion in fiscal 1999 compared to $2.47 billion in
fiscal 1998, an 18.6% increase. Operating profit was $284.9 million in fiscal
1999 compared to $255.9 million in fiscal 1998, an 11.3% increase. Increased
revenues and operating profit were primarily attributable to the Railcar, Parts
& Services, and Concrete & Aggregate Groups, partially offset by the Inland
Barge and Industrial Groups. Selling, engineering and administrative expenses
declined as a percentage of revenues to 5.8% from 6.6%. This decline was
primarily a result of reduced legal cost and pension expense, partially offset
by increases in technology and personnel costs to support the Company's growth.

         Other income/expense changed from $90.0 million expense in fiscal 1998
to $11.5 million income in fiscal 1999. In fiscal 1998, other expense included a
litigation settlement of $70 million, while in fiscal 1999 other income includes
a net gain on the sale of real estate and other assets in the first quarter of
$22.1 million.

         Net income in fiscal 1999 increased 78.7% to $185.3 million, or $4.25
per diluted share as compared to $103.7 million, or $2.36 per diluted share, in
fiscal 1998. Excluding the net gain and litigation settlement mentioned above,
earnings per share increased $0.57 per diluted share or 17% from fiscal 1998.


                                       9
<PAGE>   12

RAILCAR GROUP
<TABLE>
<CAPTION>
(in millions)
                                      1999                     1998
                                    --------                 --------
<S>                                 <C>                      <C>
Revenues                            $1,694.0                 $1,095.7
Operating Profit                    $  172.9                 $  113.9
Operating Profit Margin                 10.2%                    10.4%
</TABLE>

            Revenues increased in the Railcar Group $598.3 million, or 54.6%, in
fiscal 1999 due to high demand and the ongoing replacement cycle for railcars,
which also contributed to strong railcar backlogs.

         Railcar Group operating profit increased by $59.0 million, from $113.9
million in fiscal 1998, to $172.9 million in fiscal 1999. This 51.8% increase
was primarily a result of the increased volume in fiscal 1999. As a percentage
of revenue, operating profit decreased slightly primarily due to the product mix
of railcar sales.

<TABLE>
<CAPTION>
INLAND BARGE GROUP
(in millions)
                                      1999                     1998
                                    --------                 --------
<S>                                 <C>                      <C>
Revenues                            $ 196.4                  $ 335.2
Operating Profit                    $  13.4                  $  31.5
Operating Profit Margin                 6.8%                    9.4%
</TABLE>

             Revenues decreased in the Inland Barge Group $138.8 million, from
$335.2 million in fiscal 1998, to $196.4 million in fiscal 1999. Operating
profit decreased by $18.1 million, from $31.5 million in fiscal 1998, to $13.4
million in fiscal 1999. The decline in barge demand was primarily driven by
reduced grain export shipments and other factors, which led to lower rates paid
to river freight carriers.

<TABLE>
<CAPTION>
PARTS & SERVICES GROUP
(in millions)
                                       1999                     1998
                                    ---------                 --------
<S>                                 <C>                       <C>
Revenues                            $ 498.1                   $ 363.7
Operating Profit                    $  87.2                   $  77.8
Operating Profit Margin                17.5%                     21.4%
</TABLE>

         Outside revenues increased $60.4 million in the Parts & Services Group,
from $282.1 million in fiscal 1998, to $342.5 million in fiscal 1999. Operating
profit increased by $9.4 million in fiscal 1999 to $87.2 million from $77.8
million in fiscal 1998. Increased revenues and operating profit were due to
increased demand in the railcar industry and the acquisition of McConway and
Torley, a leading railcar parts manufacturer.

<TABLE>
<CAPTION>
HIGHWAY CONSTRUCTION PRODUCTS GROUP
(in millions)
                                      1999                      1998
                                    --------                  --------
<S>                                 <C>                       <C>
Revenues                            $  162.0                  $  153.6
Operating Profit                    $   26.7                  $   25.8
Operating Profit Margin                 16.5%                     16.8%
</TABLE>


                                       10
<PAGE>   13
         Revenues in the Highway Construction Products Group increased $8.4
million, while operating profit increased $0.9 million. Increased revenues and
operating profit were primarily due to increased demand early in the year, which
decreased in the second half of the year. The Company believes delays by the
state government agencies in job lettings under the new federal highway spending
legislation affected demand.

<TABLE>
<CAPTION>
CONCRETE & AGGREGATE GROUP
(in millions)
                                      1999                      1998
                                    ---------                 --------
<S>                                 <C>                       <C>
Revenues                            $   238.9                 $  198.7
Operating Profit                    $    25.6                 $   21.1
Operating Profit Margin                  10.7%                    10.6%
</TABLE>

              Revenues increased by $40.2 million, or 20.2% in the Concrete &
Aggregate Group, from $198.7 million in fiscal 1998 to $238.9 million in fiscal
1999. Operating profit increased by $4.5 million, or 21.3%. Better weather
conditions in fiscal 1999, internal expansion, and acquisitions contributed to
growth in concrete and aggregate revenues.

<TABLE>
<CAPTION>
INDUSTRIAL GROUP
(in millions)
                                      1999                      1998
                                    --------                  --------
<S>                                 <C>                       <C>
Revenues                            $  229.4                  $  316.2
Operating Profit                    $    8.5                  $   33.3
Operating Profit Margin                  3.7%                     10.5%
</TABLE>

              Revenues in the Industrial Group decreased from $316.2 million in
fiscal 1998 to $229.4 million in fiscal 1999, while operating profit decreased
from $33.3 million to $8.5 million. The decline in revenues was primarily due
to the sale of Beaird Industries, Inc. in the quarter ended June 30, 1998, along
with softness in fittings and flange and LPG products. The decline in operating
profit was attributable to the Beaird sale, continued price competition in the
fittings and flange business, primarily due to a weak energy sector and
increased imports as a result of the "Asian Crisis", and the mild winter and
fall which impacted demand and competition for LPG products.

ALL OTHER

         Revenues in the All Other group decreased from $91.5 million in fiscal
1998 to $63.7 million in fiscal 1999, while operating profit increased 17.2%
from $8.7 million to $10.2 million in fiscal 1999. The decrease in revenues
reflected slightly weaker activity in some small, peripheral businesses.

LIQUIDITY & CAPITAL RESOURCES

         Net cash provided by operating activities increased to $275.0 million
during fiscal 2000 from $176.4 million in fiscal 1999 primarily from working
capital improvements. Capital expenditures during fiscal 2000 were $174.0
million, of which $71.0 million was for additions to the lease fleet. This
compares to $208.3 million of capital expenditures in fiscal 1999, of which
$116.5 million was for additions to the lease fleet. Proceeds from the sale of
property, plant and equipment and other assets were $77.7 million in fiscal
2000, composed primarily of the sale of cars from the lease fleet, compared to
$178.7 million in fiscal 1999. The Company repurchased 2.9 million shares of its
common stock for $84.9 million in fiscal 2000. The Company has determined that
it may purchase additional shares from


                                       11
<PAGE>   14

time to time in the open market and in negotiated transactions. Purchase of
additional shares will be based on market conditions and other relevant factors.
Future operating requirements are expected to be financed principally with net
cash flow from operations. Internally generated funds and short-term and
long-term debt will continue to be used to finance business acquisitions.
Capital expenditures and additions to Trinity's assets under lease are
anticipated to be financed through internally generated funds, the issuance of
equipment trust certificates, or similar debt instruments.

INFLATION

         Changes in price levels did not significantly affect the Company's
operations in fiscal 2000, 1999, or 1998.

FORWARD LOOKING STATEMENTS

         Any statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, and involve risks and uncertainties. These
forward-looking statements include expectations, beliefs, plans, objectives,
future financial performance, estimates, projections, goals and forecasts.
Potential factors which could cause the Company's actual results of operations
to differ materially from those in the forward-looking statements include market
conditions and demand for the Company's products; competition; technologies;
steel prices; interest rates and capital costs; taxes; unstable governments and
business conditions in emerging economies; and legal, regulatory and
environmental issues. Any forward-looking statement speaks only as of the date
on which such statement is made. The Company undertakes no obligation to update
any forward-looking statement to reflect events or circumstances after the date
on which such statement is made.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The Company's earnings are affected by changes in interest rates due to
the impact those changes have on the Company's variable-rate debt obligations,
which represented approximately 75% of its total debt as of March 31, 2000. If
interest rates average one percentage point more in fiscal 2001 than they did
during fiscal 2000, the Company's interest expense would increase by
approximately $1.7 million. In comparison, at March 31, 1999, the Company
estimated that if interest rates averaged one percentage point more in fiscal
2000 than they did in fiscal 1999, interest expense would have increased by
approximately $2.0 million. The impact of an increase in interest rates was
determined based on the impact of the hypothetical change in interest rates and
scheduled principal payments on the Company's variable-rate debt obligations as
of March 31, 2000 and 1999.

         In addition, the Company is subject to market risk related to its net
investments in its foreign subsidiaries. The net investment in foreign
subsidiaries as of March 31, 2000 is $163.4 million. However, the impact of such
market risk exposures as a result of foreign exchange rate fluctuations has not
been material to the Company.


                                       12
<PAGE>   15

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


                            TRINITY INDUSTRIES INC.,
                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                        PAGE
                                                                        ----
<S>                                                                      <C>
Report of Independent Auditors                                           14

Consolidated Income Statement for the years ended March 31, 2000,
       1999, and 1998                                                    15

Consolidated Balance Sheet as of March 31, 2000 and 1999                 16

Consolidated Statement of Cash Flows for the years ended March 31,
       2000, 1999, and 1998                                              17

Consolidated Statement of Stockholders' Equity for the years ended
       March 31, 2000, 1999, and 1998                                    18

Notes to Consolidated Financial Statements                             19 - 29

Selected Quarterly Financial Data (unaudited) for the years ended
       March 31, 2000 and 1999                                           30
</TABLE>


                                       13
<PAGE>   16

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Trinity Industries, Inc.

         We have audited the accompanying consolidated balance sheets of Trinity
Industries, Inc. as of March 31, 2000 and 1999, and the related consolidated
statements of income, cash flows and stockholders' equity for each of the three
years in the period ended March 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States. These standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Trinity
Industries, Inc. at March 31, 2000 and 1999, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
March 31, 2000, in conformity with accounting principles generally accepted in
the United States.

                                                               ERNST & YOUNG LLP

Dallas, Texas
May 16, 2000


                                       14
<PAGE>   17

CONSOLIDATED INCOME STATEMENT

<TABLE>
<CAPTION>
                                                                    Year Ended March 31

(in millions except per share data)                           2000         1999         1998
- -----------------------------------                         ---------    ---------    ---------
<S>                                                         <C>          <C>          <C>
Revenues                                                    $ 2,740.6    $ 2,926.9    $ 2,473.0

Operating costs:
         Cost of revenues                                     2,278.2      2,472.8      2,054.0
         Selling, engineering and administrative expenses       183.4        169.2        163.1
                                                            ---------    ---------    ---------
                                                              2,461.6      2,642.0      2,217.1
                                                            ---------    ---------    ---------
Operating profit                                                279.0        284.9        255.9

Other (income) expense:
         Litigation settlement                                     --           --         70.0
         Interest income                                         (2.0)        (4.5)        (1.8)
         Interest expense                                        20.4         20.4         20.9
         Other, net                                              (2.3)       (27.4)         0.9
                                                            ---------    ---------    ---------
                                                                 16.1        (11.5)        90.0
                                                            ---------    ---------    ---------

Income before income taxes                                      262.9        296.4        165.9
Provision for income taxes:
         Current                                                 84.4        106.9         53.3
         Deferred                                                13.0          4.2          8.9
                                                            ---------    ---------    ---------
                                                                 97.4        111.1         62.2
                                                            ---------    ---------    ---------

Net income                                                  $   165.5    $   185.3    $   103.7
                                                            =========    =========    =========


Net income per common share:
         Basic                                              $    4.17    $    4.31    $    2.41
                                                            =========    =========    =========
         Diluted                                            $    4.15    $    4.25    $    2.36
                                                            =========    =========    =========

Weighted average number of shares outstanding:
         Basic                                                   39.7         43.0         43.1
         Diluted                                                 39.9         43.6         43.9
</TABLE>

See accompanying notes to consolidated financial statements.


                                       15
<PAGE>   18

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                    March 31

(in millions except per share data)                                             2000        1999
- -----------------------------------                                           ---------   ---------
<S>                                                                           <C>          <C>
Assets
Cash and equivalents                                                          $   16.9    $   13.5
Receivables (net of allowance for doubtful accounts of
          $1.7 in 2000 and $1.9 in 1999)                                         349.8       357.4
Inventories:
          Raw materials and supplies                                             257.0       279.5
          Work in process                                                         37.5        42.5
          Finished goods                                                          66.1        75.1
                                                                              --------    --------
                                                                                 360.6       397.1

Property, plant and equipment, at cost                                         1,304.9     1,213.6
Less accumulated depreciation                                                   (491.7)     (481.3)
                                                                              --------    --------
                                                                                 813.2       732.3

Other assets                                                                     198.0       184.6
                                                                              --------    --------
                                                                              $1,738.5    $1,684.9
                                                                              ========    ========


Liabilities and Stockholders' Equity
Short-term debt                                                               $  170.1    $  181.0
Accounts payable and accrued liabilities                                         360.9       366.7
Long-term debt                                                                    95.4       120.6
Deferred income taxes                                                             58.5        34.0
Other liabilities                                                                 38.5        23.5
                                                                              --------    --------
                                                                                 723.4       725.8


Stockholders' equity:
          Common stock - par value $1 per share; authorized - 100.0 shares;
              shares issued and outstanding in 2000 - 43.8; in 1999 - 43.7        43.8        43.7
          Capital in excess of par value                                         295.1       292.6
          Retained earnings                                                      860.6       722.9
          Accumulated other comprehensive income                                 (19.8)      (20.6)
          Treasury stock (5.5 shares in 2000 and 2.4 shares in 1999)            (164.6)      (79.5)
                                                                              --------    --------
                                                                               1,015.1       959.1
                                                                              --------    --------
                                                                              $1,738.5    $1,684.9
                                                                              ========    ========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       16
<PAGE>   19

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                   Year Ended March 31

(in millions)                                                                  2000      1999        1998
- -------------                                                                 -------   -------    -------
<S>                                                                            <C>       <C>       <C>
Operating activities:
   Net income                                                                  $165.5    $185.3    $103.7
   Adjustments to reconcile net income to net cash provided
     (required) by operating activities:
         Depreciation and amortization                                           80.3      72.0      73.0
         Deferred income taxes                                                   13.0       4.2       8.9
         Gain on sale of property, plant and equipment and other assets         (10.5)    (24.6)     (4.2)
         Other                                                                    9.2       7.2      (1.1)
         Changes in assets and liabilities, net of effects from acquisitions:
             (Increase) decrease in receivables                                  17.4      45.3    (150.9)
             (Increase) decrease in inventories                                  43.0     (47.9)     (3.2)
             (Increase) decrease in other assets                                  2.8     (13.9)    (30.6)
             Increase (decrease) in accounts payable and accrued liabilities    (60.4)    (53.0)    121.1
             Increase in other liabilities                                       14.7       1.8       4.2
                                                                               ------    ------    ------
                 Total adjustments                                              109.5      (8.9)     17.2
                                                                               ------    ------    ------
   Net cash provided by operating activities                                    275.0     176.4     120.9

Investing activities:
   Proceeds from sale of property, plant and equipment and other assets          77.7     178.7      81.4
   Capital expenditures                                                        (174.0)   (208.3)   (129.4)
   Payment for purchase of acquisitions, net of cash acquired                   (25.6)    (82.8)    (60.2)
                                                                               ------    ------    ------
   Net cash required by investing activities                                   (121.9)   (112.4)   (108.2)

Financing activities:
   Issuance of common stock                                                       2.3       4.8       2.4
   Stock repurchases                                                            (84.9)    (79.5)       --
   Net borrowings (repayments) of short-term debt                               (10.9)     80.0      34.5
   Payments to retire long-term debt                                            (27.5)    (29.5)    (29.4)
   Dividends paid                                                               (28.7)    (29.4)    (29.3)
                                                                               ------    ------    ------
   Net cash required by financing activities                                   (149.7)    (53.6)    (21.8)
                                                                               ------    ------    ------

Net increase (decrease) in cash and equivalents                                   3.4      10.4      (9.1)
Cash and equivalents at beginning of period                                      13.5       3.1      12.2
                                                                               ------    ------    ------
Cash and equivalents at end of period                                          $ 16.9    $ 13.5    $  3.1
                                                                               ======    ======    ======
</TABLE>


Interest paid in fiscal 2000, 1999, and 1998 was $20.7, $20.5 and $23.1,
respectively.

See accompanying notes to consolidated financial statements.


                                       17
<PAGE>   20
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                        Common           Common         Capital
                                        Shares           Stock            in
(in millions except share            (100,000,000        $1.00         Excess of        Retained
and per share data)                   Authorized)      Par Value       Par Value        Earnings
                                     ------------      ---------       ---------        --------
<S>                                  <C>               <C>             <C>              <C>
Balance at March 31, 1997             43,046,365        $   43.0        $  280.5        $  493.2

     Net income                               --              --              --           103.7
     Currency translation
         adjustments                          --              --              --              --

     Comprehensive income
     Cash dividends
         ($0.68 per share)                    --              --              --           (29.4)

     Other                               442,911             0.5             7.2              --
                                      ----------        --------        --------        --------

Balance at March 31, 1998             43,489,276            43.5           287.7           567.5


      Net income                              --              --              --           185.3
     Currency translation
         adjustments                          --              --              --              --

     Comprehensive income

     Cash dividends
         ($0.69 per share)                    --              --              --           (29.9)

      Stock repurchases                       --              --              --              --

      Other                              216,360             0.2             4.9              --
                                      ----------        --------        --------        --------

BALANCE AT MARCH 31, 1999             43,705,636            43.7           292.6           722.9


     NET INCOME                               --              --              --           165.5
    CURRENCY TRANSLATION
         ADJUSTMENTS                          --              --              --              --

     COMPREHENSIVE INCOME
     CASH DIVIDENDS
         ($0.72 PER SHARE)                    --              --              --           (27.8)

      STOCK REPURCHASES                       --              --              --              --

      OTHER                               90,715             0.1             2.5              --
                                      ----------        --------        --------        --------
BALANCE AT MARCH 31, 2000             43,796,351        $   43.8        $  295.1        $  860.6
                                      ==========        ========        ========        ========
</TABLE>


<TABLE>
<CAPTION>

                                    Accumulated
                                       Other                                Treasury          Total
                                   Comprehensive         Treasury             Stock        Stockholders'
                                       Income             Shares             At Cost          Equity
                                   -------------       ------------         --------       -------------
<S>                                <C>                 <C>                  <C>            <C>
Balance at March 31, 1997             $   (7.2)                                              $  809.5

     Net Income                             --                                                  103.7
     Currency translation
         adjustments                      (4.0)                                                  (4.0)
                                                                                             --------
     Comprehensive income
                                                                                                 99.7
     Cash dividends
         ($0.68 per share)                  --                                                  (29.4)

     Other                                  --                                                    7.7
                                      --------         ------------         --------         --------

Balance at March 31, 1998                (11.2)                                                 887.5


      Net income                            --                                                  185.3
     Currency translation
         adjustments                      (9.4)                                                  (9.4)
                                                                                             --------
     Comprehensive income
                                                                                                175.9

     Cash dividends
         ($0.69 per share)                  --                                                  (29.9)

      Stock repurchases                     --           (2,363,932)        $  (79.5)           (79.5)

      Other                                 --                   --               --              5.1
                                      --------         ------------         --------         --------

BALANCE AT MARCH 31, 1999                (20.6)          (2,363,932)           (79.5)           959.1


     NET INCOME                             --                   --               --            165.5
    CURRENCY TRANSLATION
         ADJUSTMENTS                       0.8                   --               --              0.8
                                                                                             --------
     COMPREHENSIVE INCOME
                                                                                                166.3
     CASH DIVIDENDS
         ($0.72 PER SHARE)                  --                   --               --            (27.8)

      STOCK REPURCHASES                     --           (2,941,839)           (84.9)           (84.9)

      OTHER                                 --             (149,972)            (0.2)             2.4
                                      --------         ------------         --------         --------
BALANCE AT MARCH 31, 2000             $  (19.8)          (5,455,743)        $ (164.6)        $1,015.1
                                      ========         ============         ========         ========
</TABLE>


The Company has authorized and unissued 1,500,000 shares of no par value voting
preferred stock.

See accompanying notes to consolidated financial statements.


                                       18
<PAGE>   21




SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The financial statements of Trinity Industries, Inc. and its
consolidated subsidiaries ("Trinity" or the "Company") include the accounts of
all significant majority-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated.

         For purposes of the Consolidated Statement of Cash Flows, the Company
considers all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents. Financial instruments which potentially
subject the Company to concentrations of credit risk are primarily cash
investments and receivables. The Company places its cash investments in
investment grade, short-term debt instruments and limits the amount of credit
exposure to any one commercial issuer. Concentrations of credit risk with
respect to receivables are limited due to control procedures to monitor the
credit worthiness of customers, the large number of customers in the Company's
customer base, and their dispersion across different industries and geographic
areas. The Company maintains an allowance for losses based upon the expected
collectibility of all receivables.

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

         Inventories and investments are valued at the lower of cost or market,
with cost determined principally on the specific identification method. Market
is replacement cost or net realizable value.

         Depreciation and amortization are generally computed by the
straight-line method on the estimated useful lives of the assets, generally 2 to
30 years. The costs of ordinary maintenance and repair are charged to expense
while renewals and major replacements are capitalized.

         Diluted net income per common share is based on the weighted average
shares outstanding plus the assumed exercise of dilutive stock options less the
number of treasury shares assumed to be purchased from the proceeds using the
average market price of Trinity's common stock. Basic net income per common
share is based on the weighted average number of common shares outstanding for
the period. The numerator for both basic net income per common share and diluted
net income per common share is net income. The difference between the
denominator in the basic calculation and the denominator in the diluted
calculation is attributable to the effect of employee stock options.

         The Company generally recognizes revenue when products are shipped or
services are provided. Revenues for contracts providing for a large number of
units and few deliveries are recorded as units are produced.

         In fiscal 1999, Statement of Financial Accounting Standard No. 133,
"Accounting for Derivative Instruments and Hedging Activities," was issued.
Adoption of this Statement is currently proposed to be effective for fiscal
years beginning after June 15, 2000. The Company does not expect that the
adoption of this Statement will have a material impact on its financial
statements.

         Certain reclassifications have been made to prior year statements to
conform to the current year presentation.



                                       19
<PAGE>   22


SEGMENT INFORMATION

         Trinity manufactures, sells and leases a wide variety of products
principally in the following segments or groups: (1) the Railcar Group, which
manufactures and sells railcars; (2) the Inland Barge Group, consisting of
barges and related products for inland waterway services; (3) the Parts &
Services Group, which manufactures and sells various parts to manufacturers of
railcars and other industrial products and provides services such as railcar
maintenance, fleet management, and leasing; (4) the Highway Construction
Products Group, consisting primarily of highway guardrail and safety products,
and girders, and beams used in the construction of highway and railway bridges;
(5) the Concrete & Aggregate Group, composed of ready-mix concrete and
aggregate; and (6) the Industrial Group, which manufactures and sells
containers, weld fittings (tees, elbows, reducers, caps and flanges) used in
pressure piping systems, and pressure and non-pressure containers for the
storage and transportation of liquefied gases and other liquid and dry products.
Finally, All Other includes transportation services, the Company's captive
insurance company, and other peripheral businesses.

         The financial information for these segments is shown in the table
below. The Company operates principally in the continental United States,
Mexico, Romania, Argentina, and Brazil. Intersegmental sales are at market
prices.


<TABLE>
<CAPTION>

YEAR ENDED MARCH 31, 2000
(IN MILLIONS)                                            REVENUES
                                         ------------------------------------  OPERATING
                                                                                 PROFIT               DEPRECIATION &     CAPITAL
                                          OUTSIDE     INTERSEGMENT    TOTAL      (LOSS)     ASSETS    AMORTIZATION    EXPENDITURES
                                         ---------    ------------   --------  ---------   --------  --------------  -------------
<S>                                      <C>          <C>            <C>       <C>         <C>       <C>             <C>
RAILCAR GROUP                            $1,515.3       $  5.9      $1,521.2     $167.9    $  443.3     $ 12.8          $ 19.4

INLAND BARGE GROUP                          205.4           --         205.4       26.8        63.7        5.4             1.5

PARTS & SERVICES GROUP                      305.1        121.5         426.6       72.6       562.9       23.4            92.4

HIGHWAY CONSTRUCTION PRODUCTS GROUP         193.8           --         193.8       35.3        94.6        2.8             4.8

CONCRETE & AGGREGATE GROUP                  251.8           --         251.8       26.0       139.5       19.4            23.0

INDUSTRIAL GROUP                            218.1          1.3         219.4       15.1       133.4        5.0             8.7

ALL OTHER                                    51.1         61.9         113.0        3.1        48.3        6.5             7.8

ELIMINATIONS & CORPORATE ITEMS                 --           --        (190.6)     (67.8)      252.8        5.0            16.4
                                         --------       ------      --------     ------    --------     ------          ------

CONSOLIDATED TOTAL                                                  $2,740.6     $279.0    $1,738.5     $ 80.3          $174.0
                                                                    ========     ======    ========     ======          ======
</TABLE>


                                       20

<PAGE>   23


<TABLE>
<CAPTION>

YEAR ENDED MARCH 31, 1999
(in millions)                                         REVENUES
                                          --------------------------------    OPERATING
                                                                                PROFIT                DEPRECIATION &      CAPITAL
                                          OUTSIDE   INTERSEGMENT    TOTAL       (LOSS)      ASSETS    AMORTIZATION     EXPENDITURES
                                          --------  ------------  --------    ---------    --------   -------------    ------------

<S>                                       <C>       <C>           <C>         <C>          <C>        <C>              <C>
Railcar Group                             $1,694.0     $  6.9     $1,700.9      $172.9     $  489.5     $ 12.5            $ 30.0

Inland Barge Group                           196.4         --        196.4        13.4         75.4        6.4               1.0

Parts & Services Group                       342.5      155.6        498.1        87.2        558.6       20.8             134.7

Highway Construction Products Group          162.0         --        162.0        26.7         99.2        3.3               2.1

Concrete & Aggregate Group                   238.9         --        238.9        25.6        118.5       18.5              15.6

Industrial Group                             229.4        1.4        230.8         8.5         89.6        2.0               7.2

All Other                                     63.7       64.9        128.6        10.2         31.5        5.5               6.6

Eliminations & Corporate Items                  --         --       (228.8)      (59.6)       222.6        3.0              11.1
                                          --------     ------     --------      ------     --------     ------            ------

Consolidated Total                                                $2,926.9      $284.9     $1,684.9     $ 72.0            $208.3
                                                                  ========      ======     ========     ======            ======
</TABLE>


<TABLE>
<CAPTION>

YEAR ENDED MARCH 31, 1998
(in millions)                                         REVENUES
                                          --------------------------------    OPERATING
                                                                                PROFIT                DEPRECIATION &      CAPITAL
                                          OUTSIDE   INTERSEGMENT    TOTAL       (LOSS)      ASSETS    AMORTIZATION     EXPENDITURES
                                          --------  ------------  --------    ---------    --------   -------------    ------------

<S>                                       <C>       <C>           <C>         <C>          <C>        <C>              <C>
Railcar Group                             $1,095.7     $  9.3     $1,105.0      $113.9     $  403.0     $ 11.6           $ 23.8

Inland Barge Group                           335.2         --        335.2        31.5        100.9        7.4              2.3

Parts & Services Group                       282.1       81.6        363.7        77.8        499.9       19.9             74.3

Highway Construction Products Group          153.6         --        153.6        25.8         90.5        3.6              0.7

Concrete & Aggregate                         198.7         --        198.7        21.1        112.6       17.2              8.4

Industrial Group                             316.2        3.0        319.2        33.3        204.3        5.1              3.4

All Other                                     91.5       56.0        147.5         8.7         31.3        5.8              8.7

Eliminations & Corporate Items                  --         --       (149.9)      (56.2)       131.4        2.4              7.8
                                          --------     ------     --------      ------     --------     ------           ------

Consolidated Total                                                $2,473.0      $255.9     $1,573.9     $ 73.0           $129.4
                                                                  ========      ======     ========     ======           ======
</TABLE>



                                       21

<PAGE>   24


         Total revenues from external customers attributed to foreign operations
for fiscal 2000, 1999, and 1998 are $72.0 million, $42.6 million, and $55.3
million, respectively. The Railcar Group includes revenues from one customer
which accounted for 12.6 percent, 9.9 percent, and 10.1 percent of consolidated
revenues in fiscal 2000, 1999, and 1998, respectively. Long-lived assets located
outside the United States in fiscal 2000, 1999, and 1998 are $110.2 million,
$52.6 million, and $30.8 million, respectively.

         Corporate assets are composed of cash and equivalents, notes
receivable, land held for investment, certain property, plant and equipment, and
other assets. Capital expenditures do not include business acquisitions.

         Segment operating profit excludes administrative overhead of the
corporate office and certain shared services of the businesses, which are
included in Eliminations & Corporate Items.


ACQUISITIONS

         The Company made certain acquisitions during fiscal 2000, 1999, and
1998 accounted for by the purchase method. The aggregate purchase price for
these acquisitions was $87.4 million, $104.4 million, and $70.8 million,
respectively. Goodwill, which is included in other assets and amortized over
periods ranging from 10 to 30 years, of $9.3 million and $65 million was
recorded on the 2000 and 1999 acquisitions, respectively. The acquired
operations have been included in the consolidated financial statements from the
effective dates of the acquisitions. Proforma results would not have been
materially different from actual results for any year presented.


STOCK PLANS

         The Company's 1998 Stock Option and Incentive Plan provides for
awarding 2,000,000 shares of common stock plus shares covered by forfeited,
expired, and canceled options granted under prior plans for a total of 1,480,827
shares available for issuance at March 31, 2000, with a maximum of 600,000
shares being available for issuance as restricted stock or in satisfaction of
performance or other awards. The plan provides for the granting of: nonqualified
and incentive stock options having maximum ten-year terms to purchase common
stock at its market value on the award date; stock appreciation rights based on
common stock fair market values with settlement in common stock or cash;
restricted stock; and performance awards with settlement in common stock or cash
on achievement of specific business objectives. Under previous plans,
nonqualified and incentive stock options and restricted shares were granted at
their fair market values. One grant provided for granting reload options for the
remaining term of the original grant at the common stock market value on the
date shares already owned by the optionee are surrendered in payment of the
option exercise price. Options become exercisable in various percentages over
periods ranging up to eight years.










                                       22
<PAGE>   25



<TABLE>
<CAPTION>
                                                                   Year Ended March 31
                                      ------------------------------------------------------------------------------
                                               2000                        1999                      1998
                                      ------------------------   ------------------------   ------------------------
                                                     Weighted                   Weighted                   Weighted
                                                     Average                    Average                    Average
                                                     Exercise                   Exercise                   Exercise
                                        Shares        Price        Shares        Price       Shares          Price
                                      ----------    ----------   ----------    ----------   ----------    ----------
<S>                                   <C>           <C>          <C>           <C>          <C>           <C>
Outstanding beginning of year          2,059,983    $    29.81    1,982,495    $    26.01    1,962,722    $    26.72
Halter property distribution                  --            --           --            --      499,369            --
Granted                                  636,306         30.06      414,663         39.76      389,218         46.44
Exercised                               (147,309)        21.02     (314,453)        18.73     (554,357)        20.78
Canceled                                 (22,144)        36.32      (22,722)        33.26     (314,457)        23.63
                                      ----------    ----------   ----------    ----------   ----------    ----------
Outstanding end of year                2,526,836         30.33    2,059,983         29.81    1,982,495         26.01
                                      ==========    ==========   ==========    ==========   ==========    ==========
Exercisable                            1,319,168         28.32      961,903         23.92      967,973         19.34
                                      ==========    ==========   ==========    ==========   ==========    ==========
</TABLE>


<TABLE>
<CAPTION>
                                                                              March 31, 2000
                                   -----------------------------------------------------------------------------
                                            Outstanding Options
                                   ---------------------------------------------
                                                           Weighted Average             Exercisable Options
                                                   -----------------------------   -----------------------------
                                                     Remaining                                        Weighted
                                                    Contractual      Exercise                         Average
Exercise Price Range                   Shares       Life (Years)       Price           Shares         Price
- --------------------               -------------   -------------   -------------   -------------   -------------
<S>                                <C>             <C>             <C>             <C>             <C>
$13.22 - $23.91                          633,578             2.2   $       18.82         532,116   $       18.35
  24.50 - 29.29                          515,531             6.6           25.62         313,664           25.65
  29.44 - 38.81                          738,164             8.4           30.63         182,226           32.86
  39.31 - 53.81                          639,563             7.9           45.18         291,162           46.58
                                   -------------   -------------   -------------   -------------   -------------
$13.22 - $53.81                        2,526,836             6.3           30.33       1,319,168           28.32
                                   =============   =============   =============   =============   =============
</TABLE>


         In connection with the Halter property distribution, outstanding stock
options were adjusted to preserve their economic value.








                                       23


<PAGE>   26


         The Company has elected to apply the accounting provisions of
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and its Interpretations and, accordingly, no compensation cost has
been recorded for stock options. The effect of computing compensation cost in
accordance with Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation," and the weighted average fair value of options
granted during 2000, 1999, and 1998 using the Black-Scholes option pricing
method is shown in the accompanying table.

<TABLE>
<CAPTION>
                                         2000            1999            1998
                                     ------------    ------------    ------------
<S>                                  <C>             <C>             <C>
Estimated fair value per
      share of options granted       $       9.10    $      15.49    $      17.72
Pro forma:
    Net income (millions)            $      162.1    $      183.1    $      102.7
    Per diluted share                $       4.06    $       4.20    $       2.34
Black-Scholes assumptions:
    Expected option life
         (years)                              5.7             6.7             6.5
    Risk-free interest rate                  6.10%           6.00%           7.05%
    Dividend yield                           3.10%           1.82%           1.56%
    Common stock volatility                 0.328           0.393           0.283
</TABLE>

<TABLE>
<CAPTION>
RESTRICTED STOCK
                                         2000            1999            1998
                                     ------------    ------------    ------------
<S>                                  <C>             <C>             <C>
Shares awarded                             50,000          42,000          24,000
Grant date fair value
     per share                       $      27.94    $      39.04    $      53.00
Outstanding at March 31                   131,500          81,500          40,500
</TABLE>




DEBT
<TABLE>
<CAPTION>
LONG-TERM DEBT                                                       March 31

(in millions)                                                     2000     1999
                                                                 ------   ------
<S>                                                              <C>      <C>
3.0-9.25 percent industrial development revenue bonds
   payable in varying amounts through 2005                       $  1.6   $  2.0

6.0-6.46 percent promissory notes, generally payable
   annually through 2008                                           28.2     30.0

6.96-9.44 percent equipment trust certificates to
   institutional investors generally payable in semi-annual
   installments of varying amounts through 2003                    57.4     81.4

8.0-11.3 percent notes payable monthly through 2003                 8.2      7.2
                                                                 ------   ------
                                                                 $ 95.4   $120.6
                                                                 ======   ======
</TABLE>





                                       24
<PAGE>   27


         The fair value of non-traded, fixed-rate outstanding debt, estimated
using discounted cash flow analysis, approximates its carrying value. Principal
payments due during the next five years are: 2001 - $55.5; 2002 - $25.9; 2003 -
$11.5; 2004 - $1.9; and 2005 - $0.2.

         The trustees of the equipment trusts have been assigned title to
railcars with a net book value of $130.3 at March 31, 2000 for the life of the
respective equipment trusts. Leases relating to such railcars financed by
equipment trust certificates have been assigned as collateral.


SHORT-TERM DEBT

         Short-term debt primarily consists of money market borrowings,
generally due within 30 days, with interest rates ranging from 5.21% to 6.74% in
2000 and 5.21% to 5.76% in 1999.


<TABLE>
<CAPTION>
PROPERTY, PLANT AND EQUIPMENT                                     March 31
(in millions)                                                2000         1999
                                                           --------     --------
<S>                                                        <C>          <C>
Land                                                       $   51.0     $   38.6
Buildings and improvements                                    261.0        226.8
Machinery                                                     528.6        487.5
Equipment on lease                                            429.0        428.4
Construction in progress                                       35.3         32.3
                                                           --------     --------
                                                           $1,304.9     $1,213.6
                                                           ========     ========
</TABLE>


         Equipment on lease consists primarily of railcars leased by the Company
to third parties. The Company enters into lease contracts with third parties
with terms generally ranging between one and fifteen years, wherein equipment
manufactured by Trinity is leased for a specified type of service over the term
of the contract. The Company enters primarily into operating leases. Future
minimum rental revenues on leases in each fiscal year are: 2001 - $56.2; 2002 -
$49.3; 2003 - $41.8; 2004 - $35.5; 2005 - $27.3; and $112.6 thereafter.






                                       25
<PAGE>   28




INCOME TAXES
(in millions except percent data)

The components of the provision for income taxes are:

<TABLE>
<CAPTION>
                                   Year Ended March 31

                                 2000     1999     1998
                                ------   ------   ------
<S>                             <C>      <C>      <C>
Current:
          Federal               $ 78.5   $ 96.2   $ 48.0
          State                    5.2     10.7      5.3
          Foreign                  0.7       --       --
                                ------   ------   ------

                                  84.4    106.9     53.3

Deferred                          13.0      4.2      8.9
                                ------   ------   ------

Total                           $ 97.4   $111.1   $ 62.2
                                ======   ======   ======
</TABLE>

         Deferred income taxes represent the tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. The components
of deferred tax liabilities and assets are:


<TABLE>
<CAPTION>
                                                                    March 31

                                                                2000       1999
                                                               -------   -------
<S>                                                            <C>       <C>
Deferred tax liabilities:
  Depreciation                                                 $  78.3   $  72.8
  Deductions related to inventory and
   other assets of foreign operations                              7.4       7.9
  Other                                                            8.6        --
                                                               -------   -------
                                                                  94.3      80.7
Deferred tax assets:
  Pensions and other benefits                                     34.2      33.1
  Accounts receivable, inventory, and other
   asset valuation accounts                                        1.6       8.6
  Other                                                             --       5.0
                                                               -------   -------
  Total deferred tax assets                                       35.8      46.7
                                                               -------   -------
Net deferred tax liabilities                                   $  58.5   $  34.0
                                                               =======   =======
</TABLE>


         The provision for income taxes results in effective tax rates different
from the statutory rates. The following is a reconciliation between the
statutory U.S. federal income tax rate and the Company's effective income tax
rate:

<TABLE>
<CAPTION>
                                                        Year Ended March 31

                                                  2000        1999        1998
                                                 ------      ------      ------
<S>                                              <C>         <C>         <C>
Statutory rate                                     35.0%       35.0%       35.0%
State taxes                                         1.3         2.4         2.1
Other (net)                                         0.8         0.1         0.4
                                                 ------      ------      ------

Effective tax rate                                 37.1%       37.5%       37.5%
                                                 ======      ======      ======
</TABLE>





                                       26
<PAGE>   29


         In fiscal 2000, 1999, and 1998, income taxes of $85.2, $111.6, and
$33.6, respectively, were paid net of refunds received. Income before income
taxes for fiscal 2000, 1999, and 1998 was $252.9, $287.2, and $159.5,
respectively, for U.S. operations, and $10.0, $9.2, and $6.4, respectively, for
foreign operations. The Company has not provided U.S. deferred income taxes on
the undistributed earnings of its foreign subsidiaries based on the
determination that such earnings will be indefinitely reinvested. Undistributed
earnings of the Company's foreign subsidiaries were $29.1 as of March
31, 2000.






                                       27
<PAGE>   30




EMPLOYEE RETIREMENT PLANS
(in millions except percent data)

         The Company sponsors defined benefit pension and defined contribution
profit sharing plans which provide income and death benefits for eligible
employees.

<TABLE>
<CAPTION>
                                                             Year Ended March 31
                                                    2000              1999              1998
                                               -------------     -------------     -------------
<S>                                            <C>               <C>               <C>
Actuarial Assumptions
Obligation discount rate                                8.25%             7.25%             7.25%
Compensation increase rate                              4.75%             4.75%             4.75%
Long-term rate of return on plan assets                    9%                9%                9%

Expense Components
Service cost                                   $        13.5     $        11.4     $        12.5
Interest                                                12.9              11.2              10.5
Expected return on assets                              (14.3)            (13.1)            (10.2)
Amortization and deferral                               (0.1)             (0.1)               --
Profit sharing                                           4.2               5.3               4.5
                                               -------------     -------------     -------------
Net expense                                    $        16.2     $        14.7     $        17.3
                                               =============     =============     =============

Benefit Obligations
Beginning of year                              $       163.2     $       156.1     $       127.5
Service cost                                            13.5              11.4              12.5
Interest                                                12.9              11.2              10.5
Benefits paid                                           (5.0)             (6.1)             (6.9)
Actuarial (gain) loss                                  (20.6)             (3.5)             12.5
Sale of Beaird Industries, Inc.                           --              (5.9)               --
                                               -------------     -------------     -------------
End of year                                    $       164.0     $       163.2     $       156.1
                                               =============     =============     =============

Under funded plans                             $         6.1     $       147.9     $        20.4
Over funded plans                                      157.9              15.3             135.7
                                               =============     =============     =============

Plans' Assets
Beginning of year                              $       160.0     $       153.4     $       114.3
Actual return on assets                                 11.4              12.3              33.3
Employer contributions                                   2.7               5.1              12.7
Benefits paid                                           (5.0)             (6.1)             (6.9)
Sale of Beaird Industries, Inc.                           --              (4.7)               --
                                               -------------     -------------     -------------
End of year                                    $       169.1     $       160.0     $       153.4
                                               =============     =============     =============

Under funded plans                             $          --     $       140.4     $        13.2
Over funded plans                                      169.1              19.6             140.2
                                               =============     =============     =============

Consolidated Balance Sheet Components
Funded status                                  $        (5.1)    $         3.2     $         2.7
Unamortized transition obligation                        1.4               1.6               1.9
Unrecognized prior service cost                         (1.1)             (1.1)             (1.4)
Unrecognized loss (gain)                                14.4              (3.4)             (5.9)
                                               -------------     -------------     -------------
Net obligation (asset)                         $         9.6     $         0.3     $        (2.7)
                                               =============     =============     =============

Accrued                                        $        14.5     $         5.6     $         5.7
Prepaid                                                  4.9               5.3               8.4
                                               -------------     -------------     -------------
Net accrued (prepaid)                          $         9.6     $         0.3     $        (2.7)
                                               =============     =============     =============
</TABLE>





                                       28
<PAGE>   31


CONTINGENCIES

         In September 1997, the Company settled a 13 year-old lawsuit brought
against a former subsidiary of the Company by Morse/Diesel, Inc. The settlement
resulted in an after-tax charge of $43.8 million being recorded in fiscal 1998.
The Company has not participated in the business associated with this matter
since 1989. In April 1998, the Company settled a 5 year-old patent infringement
lawsuit brought by Johnstown America Corp. for $10.5 million, net of tax.

         The Company is involved in various other claims and lawsuits incidental
to its business. In the opinion of management, these claims and suits in the
aggregate will not have a material adverse effect on the Company's consolidated
financial statements.


STOCKHOLDER'S RIGHTS PLAN

         The Company has adopted a Stockholder's Rights Plan to replace its
existing plan which expired April 27, 1999. On March 11, 1999, the Board of
Directors of the Company declared a dividend distribution of one right for each
outstanding share of the Company's common stock, $1.00 par value, to
stockholders of record at the close of business on April 27, 1999. Each right
entitles the registered holder to purchase from the Company one one-hundredth
(1/100) of a share of Series A Preferred Stock at a purchase price of $200.00
per one one-hundredth (1/100) of a share, subject to adjustment. The rights are
not exercisable or detachable from the common stock until ten business days
after a person acquires beneficial ownership of twelve percent or more of the
Company's common stock or if a person or group commences a tender or exchange
offer upon consummation of which that person or group would beneficially own
twelve percent or more of the common stock. The Company will generally be
entitled to redeem the rights at $0.01 per right at any time until the first
public announcement that a twelve percent position has been acquired. If any
person becomes a beneficial owner of twelve percent or more of the Company's
common stock, each right not owned by that person or related parties enables its
holder to purchase, at the right's purchase price, shares of the Company's
common stock having a calculated value of twice the purchase price of the right.







                                       29
<PAGE>   32




SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
(in millions except per share data)

<TABLE>
<CAPTION>
                                            First       Second       Third        Fourth
                                           Quarter      Quarter      Quarter      Quarter       Year
                                         ----------   ----------   ----------   ----------   ----------
<S>                                      <C>          <C>          <C>          <C>           <C>
YEAR ENDED MARCH 31, 2000:
      REVENUES                           $    693.4        700.0        700.8        646.4      2,740.6
      OPERATING PROFIT                   $     77.4         76.9         68.8         55.9        279.0
      NET INCOME                         $     45.0         46.3         40.3         33.9        165.5

      NET INCOME PER COMMON SHARE:
        BASIC                            $     1.11         1.17         1.03         0.87         4.17
        DILUTED                          $     1.10         1.16         1.02         0.87         4.15

Year ended March 31, 1999:
      Revenues                           $    711.5        717.4        722.9        775.1      2,926.9
      Operating profit                   $     74.1         74.7         69.7         66.4        284.9
      Net income (1)                     $     57.8         44.8         41.8         40.9        185.3

      Net income per common share: (1)
        Basic                            $     1.33         1.03         0.97         0.97         4.31
        Diluted                          $     1.31         1.02         0.96         0.96         4.25
</TABLE>

(1) Results for the first quarter of fiscal 1999 included a non-recurring
net-of-tax gain of $13.8 million, or 32 cents a diluted share. Excluding this
net gain, net income would have been $171.5 million, or $3.93 a diluted share in
fiscal 1999.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.


         None.


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


         DIRECTORS OF THE REGISTRANT.

         Information concerning the directors of the Registrant is incorporated
herein by reference from the Registrant's proxy statement dated June 19, 2000
for the 2000 Annual Meeting of Stockholders, beginning on page 4, under the
heading "Nominees".







                                       30
<PAGE>   33




            EXECUTIVE OFFICERS OF THE REGISTRANT.*

         The following table sets forth the names and ages of all executive
officers of the Registrant, all positions and offices with the Registrant
presently held by them, the year each person first became an officer and the
term of each person's office:

<TABLE>
<CAPTION>
                                                                                   Officer            Term
Name(1)                            Age                     Office                   Since           Expires
- ----                               ---           ------------------------------    ------          ----------
<S>                                <C>           <C>                               <C>             <C>
Timothy R. Wallace                 46            Chairman & Chief                  1993            July 2000
                                                 Executive Officer
John L. Adams                      55            Executive Vice President          1999            July 2000
Mark W. Stiles                     51            Senior Vice President             1993            July 2000
Jim S. Ivy                         56            Vice President &                  1998            July 2000
                                                    Chief Financial Officer
John R. Nussrallah                 53            Group President                   2000            July 2000
Douglas H. Schneider               61            Group President                   2000            July 2000
Jack L. Cunningham, Jr.            55            Vice President, Labor             1982            July 2000
                                                    Relations
Michael G. Fortado                 56            Vice President, General           1997            July 2000
                                                    Counsel, & Secretary
Graceanna Jones                    50            Vice President,                   2000            July 2000
                                                    Communications
John M. Lee                        39            Vice President, Business          1994            July 2000
                                                    Development
Michael J. Lintner                 57            Vice President, Human             1999            July 2000
                                                    Resources
William A. McWhirter, II           36            Vice President, Mergers           2000            July 2000
                                                    & Acquisitions, President
                                                    Concrete & Aggregate
Joseph F. Piriano                  63            Vice President, Purchasing        1992            July 2000
Linda S. Sickels                   49            Vice President, Government        1995            July 2000
                                                    Relations
Neil O. Shoop                      56            Treasurer                         1985            July 2000
Christine Stucker                  38            Controller                        1999            July 2000
</TABLE>

* This data is furnished as additional information pursuant to instructions to
Item 401 to Regulation S-K and in lieu of inclusion in the Registrant's Proxy
Statement.

(1)  Mr. Adams joined the Registrant in 1999. Prior to this year, Mr. Adams
     served as chief executive officer for a national financial institution. Mr.
     Ivy joined the Registrant in 1998. Prior to that, Mr. Ivy was a senior
     audit partner for a national public accounting firm. Mr. Fortado joined the
     Registrant in 1997. Prior to that, Mr. Fortado served one year as senior
     vice president, general counsel, and corporate secretary for an oil and gas
     exploration company and prior to that as vice president, corporate
     secretary, and assistant general counsel for an integrated energy company.
     Mr. Nussrallah joined the Registrant in 1994. Mr. Nussrallah was designated
     as an executive officer in fiscal 2000 and has held the position of Group
     President in the railcar segment for at least the last five years. Mr.
     Schneider joined the Registrant in 1995. Mr. Schneider was designated as an
     executive officer in fiscal 2000 and has held the position of Group
     President of Inland Barge for at least the last five years. Ms. Jones
     joined the Registrant in 1999. Prior to this year, Ms. Jones held various
     senior level positions with an oilfield services company. Mr. Lintner
     joined the Registrant in 1999. Prior to this year, Mr. Lintner held
     executive officer positions with administrative outsourcing and
     professional staffing businesses. Mr. McWhirter joined the Registrant in
     1985. Prior to this year, he served as President of the Transit Mix
     Division, a post which he still holds. Ms. Stucker joined the Registrant in
     1985. Prior to this year, Ms. Stucker




                                       31

<PAGE>   34


         served as an officer of various operational divisions. All of the other
         above-mentioned executive officers have been in the full-time employ of
         the Registrant or its subsidiaries for more than five years. Although
         the titles of certain such officers have changed during the past five
         years, all have performed essentially the same duties during such
         period of time except for Timothy R. Wallace and Mark W. Stiles. Mr.
         Wallace became Chairman and Chief Executive Officer on December 31,
         1998. He was previously the President and Chief Operating Officer. In
         addition to Group President, Mr. Stiles became Senior Vice President on
         June 10, 1999.

ITEM 11. EXECUTIVE COMPENSATION.

         Information on executive compensation is incorporated herein by
reference from the Registrant's proxy statement dated June 19, 2000 for the 2000
Annual Meeting of Stockholders, beginning on page 8, under the heading
"Executive Compensation and Other Matters".


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         Information concerning security ownership of certain beneficial owners
and management is incorporated herein by reference from the Registrant's proxy
statement dated June 19, 2000 for the 2000 Annual Meeting of Stockholders,
beginning on page 2, under the heading "Voting Securities and Stockholders".


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. None.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

No form 8-K was filed in fiscal 2000.


                                       32

<PAGE>   35



                         Report of Independent Auditors


The Board of Directors and Stockholders
Trinity Industries, Inc.

 We have audited the consolidated financial statements of Trinity Industries,
Inc. as of March 31, 2000 and 1999, and for each of the three years in the
period ended March 31, 2000, and have issued our report thereon dated May 16,
2000. Our audits also included the financial statement schedule of Trinity
Industries, Inc. listed in Item 14(a). This schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion based on
our audits.


In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.


                                                               ERNST & YOUNG LLP


Dallas, Texas
May 16, 2000


                                       33

<PAGE>   36



                                                                     SCHEDULE II

                            Trinity Industries, Inc.
                         Allowance for Doubtful Accounts
                    Years Ended March 31, 2000, 1999 and 1998
                                  (in millions)

<TABLE>
<CAPTION>
                                                               Additions
                                      Balance at               charged to                Accounts                Balance
                                      beginning                costs and                 charged                  at end
                                       of year                  expenses                   off                    of year
                                   ---------------          ---------------          ---------------          ---------------

<S>                                <C>                      <C>                      <C>                      <C>
Year Ended March 31, 2000          $           1.9          $           0.7          $           0.9          $           1.7
                                   ===============          ===============          ===============          ===============

Year Ended March 31, 1999          $           1.7          $           0.7          $           0.5          $           1.9
                                   ===============          ===============          ===============          ===============

Year Ended March 31, 1998          $           1.0          $           0.9          $           0.2          $           1.7
                                   ===============          ===============          ===============          ===============
</TABLE>




                                       34




<PAGE>   37



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Trinity Industries, Inc.                      By  /s/  Michael G. Fortado
- ------------------------                         ------------------------
Registrant                                       Michael G. Fortado
                                                 Vice President,
                                                 General Counsel, and
                                                 Secretary
                                                 June 7, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons of the Registrant and in the
capacities and on the dates indicated:

Directors:                                     Directors (continued)

/s/ David W. Biegler
- --------------------------------               --------------------------------
David W. Biegler                               Diana Natalicio
Director                                       Director
June 7, 2000                                   June 7, 2000

/s/ Ronald J. Gafford                          /s/ W. Ray Wallace
- --------------------------------               --------------------------------
Ronald J. Gafford                              W. Ray Wallace
Director                                       Director
June 7, 2000                                   June 7, 2000


- --------------------------------
Barry J. Galt
Director
June 7, 2000                                   Principal Executive Officer:

/s/ Clifford J. Grum                           /s/ Timothy R. Wallace
- --------------------------------               --------------------------------
Clifford J. Grum                               Timothy R. Wallace
Director                                       Chairman
June 7, 2000                                   June 7, 2000

/s/ Dean P. Guerin
- --------------------------------
Dean P. Guerin
Director
June 7, 2000                                   Principal Financial Officer:

/s/ Jess T. Hay                                /s/ Jim S. Ivy
- --------------------------------               --------------------------------
Jess T. Hay                                    Jim S. Ivy
Director                                       Vice President
June 7, 2000                                   June 7, 2000

                                               Principal Accounting Officer:

/s/ Edmund M. Hoffman                          /s/ John M. Lee
- --------------------------------               --------------------------------
Edmund M. Hoffman                              John M. Lee
Director                                       Vice President
June 7, 2000                                   June 7, 2000




                                       35
<PAGE>   38



                            Trinity Industries, Inc.
                                Index to Exhibits
                                  (Item 14(a))

<TABLE>
<CAPTION>
EXHIBIT
  NO.                                 DESCRIPTION
- -------  ---------------------------------------------------------------------

<S>      <C>                                                                              <C>
(3.1)    Certificate of Incorporation of Registrant (incorporated by reference
         to Exhibit 3.A to Registration Statement No. 33-10937 filed April 8,
         1987).

(3.2)    By-Laws of Registrant

(4.1)    Specimen Common Stock Certificate of Registrant (incorporated by
         reference to Exhibit 4.1 to the registrant's Annual Report on Form 10K
         for the fiscal year ended March 31, 1999).

(4.2)    Rights Agreement dated March 31, 1999 (incorporated by reference to
         Form 8-K filed March 31, 1999).

(10.1)   Fixed Charges Coverage Agreement dated as of January 15, 1980, between
         Registrant and Trinity Industries Leasing Company (incorporated by
         reference to Exhibit 10.1 to Registration Statement No. 2-70378 filed
         January 29, 1981).

(10.2)   Tax Allocation Agreement dated as of January 22, 1980 between
         Registrant and its subsidiaries (including Trinity Industries Leasing
         Company) (incorporated by reference to Exhibit 10.2 to Registration
         Statement No. 2-70378 filed January 29, 1981).

(10.3)   Form of Executive Severance Agreement, as amended, entered into between
         the Registrant and executive officers of the Registrant (incorporated
         by reference to Exhibit 10.3 to the registrant's Annual Report on Form
         10K for the fiscal year ended March 31, 1999).                                   *

(10.4)   Trinity Industries, Inc., Stock Option Plan With Stock Appreciation
         Rights (incorporated by reference to Registration Statement No. 2-64813
         filed July 5, 1979, as amended by Post-Effective Amendment No. 1 dated
         July 1, 1980, Post-Effective Amendment No.2 dated August 31, 1984, and
         Post-Effective Amendment No. 3 dated July 13, 1990).                             *


(10.5)   Directors' Retirement Plan adopted December 11, 1986, as amended by
         Amendment No. 1 dated September 10, 1998 (incorporated by reference to
         Exhibit 10.5 to the registrant's Annual Report on Form 10K for the
         fiscal year ended March 31, 1999).                                               *

(10.6)   1989 Stock Option Plan with Stock Appreciation Rights (incorporated by
         reference to Registration Statement No. 33-35514 filed June 20, 1990).           *

(10.7)   1993 Stock Option and Incentive Plan (incorporated by reference to
         Registration Statement No. 33-73026 filed December 15, 1993).                    *
</TABLE>


                                       36
<PAGE>   39




                            Trinity Industries, Inc.
                        Index to Exhibits -- (Continued)
                                  (Item 14(a))

<TABLE>
<CAPTION>
EXHIBIT
  NO.                                 DESCRIPTION
- -------  ---------------------------------------------------------------------

<S>      <C>                                                                              <C>
(10.8)   Supplemental Profit Sharing Plan for Employees of Trinity Industries
         Inc. and Certain Affiliates as restated effective January 1, 2000.               *

(10.9)   Supplemental Profit Sharing and Deferred Director Fee Trust dated March
         31, 1999 (incorporated by reference to Exhibit 10.10 to the
         registrant's Annual Report on Form 10K for the fiscal year ended March
         31, 1999).                                                                       *

(10.10)  Supplemental Retirement Plan dated April 1, 1995, as amended by
         Amendment No. 1 dated September 14, 1995 and Amendment No. 2 dated May
         6, 1997 (incorporated by reference to Exhibit 10.11 to the registrant's
         Annual Report on Form 10K for the fiscal year ended March 31, 1999).             *

(10.11)  Deferred Plan for Director Fees dated July 17, 1996, as amended by
         Amendment No. 1 dated September 10, 1998 (incorporated by reference to
         Exhibit 10.12 to the registrant's Annual Report on Form 10K for the
         fiscal year ended March 31, 1999).                                               *

(10.12)  Trinity Industries, Inc. 1998 Stock Option and Incentive Plan
         (incorporated by reference to Registration Statement No. 333-77735
         filed May 4, 1999).                                                              *

(10.13)  Form of Deferred Compensation Plan and Agreement entered into between
         Trinity Industries, Inc. and certain officers of the Registrant
         (incorporated by reference to Exhibit 10.14 to the registrant's Annual
         Report on Form 10K for the fiscal year ended March 31, 1999).                    *

(10.14)  Consulting agreement between the Registrant and W. R. Wallace effective
         January 1, 1999.                                                                 *

(21)     Listing of subsidiaries of the Registrant.

(23)     Consent of Independent Auditors.

(27)     Financial Data Schedules for the fiscal year ended March 31, 2000.
</TABLE>


*Management contracts and compensatory plan arrangements.


NOTICE: Exhibits 3.2, 10.8, 10.14, 21, and 27 have been omitted from the
reproduction of this Form 10-K. A copy of the Exhibits will be furnished upon
written request to Graceanna Jones, Vice President, Communications, Trinity
Industries, Inc., P.O. Box 568887, Dallas, Texas 75356-8887. The Registrant may
impose a reasonable fee for its expenses in connection with providing the
above-referenced Exhibits.


                                       37
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>BY-LAWS OF REGISTRANT
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 3.2


                                           As Amended Effective December 9, 1999


                                     BYLAWS

                                       OF

                            TRINITY INDUSTRIES, INC.



                                   ARTICLE I.

                                     Offices

     Section 1. The registered office shall be located in the City of
Wilmington, County of New Castle, State of Delaware.

     Section 2. The corporation may also have offices at such other places
within or without the State of Delaware as the Board of Directors may from time
to time determine, or as the business of the corporation may require.

                                   ARTICLE II.

                            Meetings of Stockholders

     Section 1. Meetings of the stockholders for any purpose shall be held at
such time and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

     Section 2. The annual meeting of stockholders shall be held on such date
and at such time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. At such meeting, the
stockholders entitled to vote thereat shall elect by a plurality vote a Board of
Directors. Nominations for election to the Board of Directors shall be made at
such meeting only by or at the direction of the Board of


<PAGE>   2


Directors, by a nominating committee or person appointed by the Board of
Directors, or by a stockholder of the corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set
forth in this Section 2. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the corporation. To be timely, a stockholder's
notice shall be delivered to, or mailed and received at, the principal executive
offices of the corporation not less than sixty days nor more than ninety days
prior to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth day following the day
on which such notice of the date of the annual meeting was mailed or public
disclosure of the date of the annual meeting was made, whichever first occurs.
Such stockholder's notice to the Secretary shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or re-election as a
director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of capital stock of the corporation which are
beneficially owned by the person, and (iv) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Regulation 14A under


                                       2
<PAGE>   3


the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder
giving the notice, (i) the name and record address of the stockholder, (ii) the
class and number of shares of capital stock of the corporation which are
beneficially owned by the stockholder, (iii) a description of all arrangements
or understandings between such stockholder and each proposed nominee and any
other person or persons (including their names) pursuant to which the
nomination(s) are to be made by such stockholder, (iv) a representation that
such stockholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (v) any other information relating
to such stockholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. The corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the corporation to determine the eligibility of such proposed nominee to
serve as director of the corporation. No person shall be eligible for election
as a director of the corporation unless nominated in accordance with the
procedures set forth herein.

     The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.


                                       3
<PAGE>   4


     At each annual meeting of the stockholders, only such business shall be
conducted as shall have properly been brought before the meeting. To be properly
before the meeting, the business to be conducted must be specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or otherwise properly brought before the
meeting by a stockholder entitled to vote at the meeting. In addition to any
other applicable requirements, for business to be properly brought before the
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary of the corporation. To be timely, a stockholder's
notice shall be delivered to, or mailed and received at, the principal executive
offices of the corporation not less than sixty days nor more than ninety days
prior to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth day following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first occurs. A
stockholder's notice to the Secretary of the corporation shall set forth as to
each matter that the stockholder proposes to bring before the annual meeting,
(i) a brief description of the business desired to


                                       4
<PAGE>   5


be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of the
stockholder proposing such business, (iii) the class and number of shares of the
corporation which are beneficially owned by the stockholder, (iv) a description
of all arrangements or understandings between such stockholder and any other
person or persons (including their names) in connection with the proposal of
such business by such stockholder and any material interest of such stockholder
in such business and (v) a representation that such stockholder intends to
appear in person or by proxy at the annual meeting to bring such business before
the meeting. Notwithstanding the foregoing provisions of this Section 2, a
stockholder seeking to have a proposal included in the corporation's proxy
statement shall comply with the requirements of Regulation 14A under the
Securities Exchange Act of 1934, as amended (including, but not limited to, Rule
14a-8 or its successor provision).

     Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 2; provided, however, that nothing in this
Section 2 shall be deemed to preclude discussion by any stockholder of any
business properly brought before the annual meeting in accordance with the
procedures set forth in this Section 2.

     The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that the business sought to be so conducted was not
properly brought before the meeting in


                                       5
<PAGE>   6


accordance with the provisions of this Section 2, and if he should so determine,
he shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.

     Section 3. Special meetings of the stockholders may be called by the chief
executive officer or a majority of the Board of Directors.

     Section 4. Written or printed notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by mail, by or at
the direction of the President, the Secretary, or the officer or person calling
the meeting, to each stockholder of record entitled to vote at such meeting.

     Section 5. Business transacted at any special meeting shall be confined to
the purposes stated in the notice thereof.

     Section 6. The holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at meetings of
stockholders except as otherwise provided by any applicable statute. If,
however, a quorum shall not be present or represented at any meeting of the
stockholders, the presiding officer at the meeting or the stockholders present
in person or represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be


                                       6
<PAGE>   7


present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. In addition, the presiding
officer at any meeting of stockholders shall have the power to adjourn the
meeting at the request of the Board of Directors if the Board of Directors
determines that adjournment is necessary or appropriate to enable stockholders
to consider fully information which the Board of Directors determines has not
been made sufficiently or timely available to stockholders or to otherwise
exercise effectively their voting rights.

     Section 7. Except as provided in Section 2 hereof with respect to the
election of the Board of Directors, at a meeting at which a quorum is present,
the vote of the holders of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote shall be the act of the
stockholders' meeting, unless the vote of a greater number is required by law or
the Certificate of Incorporation.

     Section 8. Each outstanding share, regardless of class, shall be entitled
to one vote on each matter submitted to a vote at a meeting of stockholders,
except to the extent that the voting rights of the shares of any class are
limited or denied by the Certificate of Incorporation.

     Section 9. At any meeting of the stockholders, every stockholder having the
right to vote may vote either in person, or by proxy appointed by an instrument
in writing as to a particular meeting and any adjournment or adjournments
thereof subscribed by such stockholder or by his duly authorized
attorney-in-fact. A proxy shall be revocable unless expressly provided therein
to be irrevocable and unless otherwise provided by law.


                                       7
<PAGE>   8


     Section 10. The officer or agent having charge of the stock transfer books
shall make, at least ten (10) days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address of and
number of shares held by each, which list, for a period of ten (10) days prior
to such meeting, shall be kept on file at the registered office of the
corporation, and shall be subject to inspection by any stockholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting, and shall be subject to the inspection of any
stockholder during the whole time of the meeting. The original stock transfer
books shall be prima facie evidence as to who are the stockholders entitled to
examine such list or transfer book or to vote at any such meeting of
stockholders.

     Section 11. Notwithstanding any inconsistent provision which may be
contained in these By-Laws, in order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date on which the resolution fixing the record date is adopted
by the Board of Directors, and which date shall not be more than ten days after
the date upon which the resolution fixing the record date is adopted by the
Board of Directors. Any stockholder of record seeking to have the stockholders
authorize or take corporate action by written consent shall, by written notice
to the


                                       8
<PAGE>   9


Secretary, request the Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within ten days after the date on
which such a request is received, adopt a resolution fixing the record date. If
no record date has been fixed by the Board of Directors within ten days of the
date upon which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or any officer or agent of the corporation having
custody of the book in which proceedings of stockholders' meeting are recorded,
to the attention of the Secretary of the corporation. Delivery shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board of
Directors adopts the resolution taking such prior action.

                                  ARTICLE III.

                                    Directors

     Section 1. The number of directors of the corporation shall be ten (10).
The directors shall be elected at the annual meeting


                                       9
<PAGE>   10


of the stockholders, except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor is elected and qualified;
provided, any director may be removed at any time, with or without cause, by the
holders of a majority of the shares entitled to vote, represented in person or
by proxy, at any duly constituted meeting of stockholders called for the purpose
of removing any such director or directors. Directors need not be residents of
the State of Delaware or stockholders of the corporation.

     Section 2. Any vacancy occurring in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining directors though less than a
quorum of the Board of Directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any newly created
directorship(s) resulting from an increase in the authorized number of directors
elected by all stockholders entitled to vote as a single class shall be filled
by the affirmative vote of a majority of the remaining directors, even though
less than a quorum of the proposed Board of Directors.

     Section 3. The business and affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute, the Certificate of
Incorporation, or these Bylaws directed or required to be exercised and done by
the stockholders.

     Section 4. Meetings of the Board of Directors, regular or special, may be
held either within or without the State of Delaware.


                                       10
<PAGE>   11


     Section 5. The first meeting of each newly elected Board of Directors shall
be held at such time and place as shall be fixed by the vote of the stockholders
at the annual meeting, and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the stockholders to fix
the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at the time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written waiver
signed by all of the directors.

     Section 6. Regular meetings of the Board of Directors may be held at such
time and at such place as shall from time to time be determined by the Board.
Special meetings of the Board of Directors may be called by the Secretary on the
written request of two directors.

     Section 7. Written notice of regular meetings of the Board of Directors
shall not be required. Special meetings of the Board of Directors may be called
upon twenty-four (24) hours' notice to each director, or such shorter period of
time as the person calling the meeting deems appropriate in the circumstances,
either personally or by mail, telephone or telegram. Neither the business to be
transacted at, nor the purposes of, any special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such special
meeting.


                                       11
<PAGE>   12


     Section 8. A majority of the directors shall constitute a quorum for the
transaction of business, and the act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors, unless a greater number is required by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     Section 9. The Board of Directors, by resolution adopted by a majority of
the whole Board, may designate three or more directors to constitute an
executive committee, which committee, unless its authority shall be otherwise
expressly limited by such resolution, shall have and may exercise all of the
authority of the Board of Directors in the business and affairs of the
corporation except where action of the Board of Directors is specified by
statute. Vacancies in the membership of the committee shall be filled by the
Board of Directors at a regular or special meeting of the Board of Directors.
The executive committee shall keep regular minutes of its proceedings and report
the same to the Board when required. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed upon it or him
by law.


                                       12
<PAGE>   13


                                   ARTICLE IV.

                                     Notices

     Section 1. Except as otherwise provided in these Bylaws, notices to
directors and stockholders shall be in writing, and delivered personally or
mailed to the directors or stockholders at their addresses appearing on the
books of the corporation. If mailed, such notice shall be deemed to be given
when deposited in the United States mail with postage thereon prepaid. Notice to
directors may also be given by telegram.

     Section 2. Whenever any notice is required to be given to any stockholder
or director under the provisions of the statutes, the Certificate of
Incorporation or these Bylaws, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be equivalent to the giving of such notice.

     Section 3. Attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

                                   ARTICLE V.

                                    Officers

     Section 1. The executive officers of the corporation shall consist of a
President, one or more Vice Presidents, a Secretary and a Treasurer and may
include a Chairman of the Board, one or more Senior Vice Presidents and one or
more Executive Vice Presidents, each of whom shall be elected by the Board of
Directors.


                                       13
<PAGE>   14


     Section 2. The Board of Directors, at its first meeting after each annual
meeting of stockholders, shall choose a President, one or more Vice Presidents,
a Secretary and a Treasurer, none of whom need be a member of the Board, and may
appoint one of their number Chairman of the Board.

     Section 3. Such other officers and assistant officers and agents as may be
deemed necessary may be appointed by the chief executive officer of the
corporation, including a Chairman, a President, and one or more Vice Presidents
of the respective Divisions. The President or the Vice Presidents of the
Division who, in the order of their seniority, unless otherwise determined by
the chief executive officer of the corporation, shall perform the duties of the
Chairman or President, as the case may be, of the Division in the absence or
disability of the Chairman or President, as the case may be, of that Division.
Each President or Vice President, as the case may be, of a Division shall
perform such other duties and have such other powers as the chief executive
officer of the corporation or the Chairman or President, as the case may be, of
that Division shall prescribe. Division officers shall hold office until their
respective successors shall have been chosen and shall have qualified. Any
Division officer appointed by the chief executive officer may be removed by the
chief executive officer whenever, in his judgment, the best interests of the
corporation will be served thereby. Any vacancy occurring in any office of a
Division by death, resignation, removal or otherwise shall be filled by the
chief executive officer of the corporation.


                                       14
<PAGE>   15


     Section 4. The salaries of all executive officers of the corporation shall
be fixed by the Board of Directors or by a committee of one or more directors,
the members of which shall be selected by the Board of Directors and which,
unless its authority shall be otherwise limited by resolution of the Board of
Directors, shall have the power to fix the salaries of all executive officers of
the corporation.

     Section 5. The executive officers of the corporation shall hold office
until their respective successors shall have been chosen and shall have
qualified. Any officer or agent or member of the executive committee elected or
appointed by the Board of Directors may be removed by the Board of Directors
whenever, in its judgment, the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Any vacancy occurring in any executive office of
the corporation by death, resignation, removal or otherwise shall be filled by
the Board of Directors.

     Section 6. The Board of Directors may designate whether the Chairman of the
Board, if such an officer shall have been appointed, or the President, shall be
the chief executive officer of the corporation. The officer so designated as the
chief executive officer shall preside at all meetings of the stockholders and
the Board of Directors, and shall have such other powers and duties as usually
pertain to such office or as may be delegated by the Board of Directors. The
President shall have such powers and duties as usually pertain to such office,
except as the same may be modified by the Board of Directors. Unless the


                                       15
<PAGE>   16


Board of Directors shall otherwise delegate such duties, the chief executive
officer shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

     Section 7. The chief executive officer or his designee shall have the
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by law to
be otherwise signed and executed, and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the corporation.

     Section 8. The Vice Presidents, in the order of their seniority, unless
otherwise determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President. The Vice Presidents shall also have the authority to execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed, and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the corporation. The Vice Presidents shall perform such other duties and have
such other powers as the Board of Directors or the chief executive officer of
the corporation shall prescribe.

     Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and shall


                                       16
<PAGE>   17


record all the proceedings of the meetings of the stockholders and of the Board
of Directors in a book to be kept for that purpose and shall perform like duties
for the standing committees, when requested. He shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors and shall perform such other duties as may be prescribed by
the Board of Directors or the President, under whose supervision he shall be. He
shall keep in safe custody the seal of the corporation, and, when authorized by
the Board of Directors or directed by the President or any Vice President, affix
the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the Treasurer or any Assistant
Secretary.

     Section 10. The Assistant Secretaries, in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary. They shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.

     Section 11. The Treasurer shall be the financial officer of the
corporation. He shall have the custody of the corporate funds and securities and
shall deposit all monies and other valuable effects in the name and to the
credit of the corporation in such depositaries as may be designated from time to
time by the Board of Directors. He shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the


                                       17
<PAGE>   18


Board of Directors at its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as Treasurer. He shall also perform
such other duties as may be assigned to him by the Board of Directors.

     Section 12. If required by the Board of Directors, the Treasurer shall give
the corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

     Section 13. The Assistant Treasurers, in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer. They shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.

                                   ARTICLE VI.

                    Indemnification of Directors and Officers

     Section 1. The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was or has agreed to become a director, officer
or Division officer of the corporation, or is or was


                                       18
<PAGE>   19


serving or has agreed to serve at the request of the corporation as a director,
officer or Division officer of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any action alleged to have been taken
or omitted in such capacity, against costs, charges, expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action, suit
or proceeding and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 2. The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was or has agreed to become a
director, officer or Division officer of the corporation, or is or was serving
or has agreed to serve at the request of the corporation


                                       19
<PAGE>   20


as a director, officer or Division officer of another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity, against costs, charges and expenses
(including attorneys' fees) actually and reasonably incurred by him or on his
behalf in connection with the defense or settlement of such action or suit and
any appeal therefrom, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of such liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such costs, charges and expenses which the Court of Chancery or
such other court shall deem proper.

     Section 3. Notwithstanding the other provisions of this Article, to the
extent that a director, officer or Division officer of the corporation has been
successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of any
claim, issue or matter therein, he shall be indemnified against all costs,
charges and expenses (including attorneys' fees) actually and reasonably
incurred by him or on his behalf in connection therewith.


                                       20
<PAGE>   21


     Section 4. Any indemnification under Sections 1 and 2 of this Article
(unless ordered by a court) shall be paid by the corporation unless a
determination is made (1) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders, that indemnification of the
director, officer, employee or agent is not proper in the circumstances because
he has not met the applicable standard of conduct set forth in Sections 1 and 2
of this Article.

     Section 5. Costs, charges and expenses (including attorneys' fees) incurred
by a person referred to in Sections 1 and 2 of this Article in defending a civil
or criminal action, suit or proceeding shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding; provided,
however, that the payment of such costs, charges and expenses incurred by a
director, officer or Division officer in his capacity as a director, officer or
Division officer (and not in any other capacity in which service was or is
rendered by such person while a director, officer or Division officer) in
advance of the final disposition of such action, suit or proceeding shall be
made only upon receipt of an undertaking by or on behalf of the director,
officer or Division officer to repay all amounts so advanced in the event that
it shall ultimately be determined that such director, officer or Division
officer is not entitled to be


                                       21
<PAGE>   22


indemnified by the corporation as authorized in this Article. The Board of
Directors may, in the manner set forth above, and upon approval of such
director, officer or Division officer of the corporation, authorize the
corporation's counsel to represent such person, in any action, suit or
proceeding, whether or not the corporation is a party to such action, suit or
proceeding.

     Section 6. Any indemnification under Sections 1, 2 and 3, or advance of
costs, charges and expenses under Section 5 of this Article, shall be made
promptly, and in any event within 60 days, upon the written request of the
director, officer or Division officer. The right to indemnification or advances
as granted by this Article shall be enforceable by the director, officer or
Division officer in any court of competent jurisdiction, if the corporation
denies such request, in whole or in part, or if no disposition thereof is made
within 60 days. Such persons' costs and expenses incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such action shall also be indemnified by the corporation. It shall be a
defense to any such action (other than an action brought to enforce a claim for
the advance of costs, charges and expenses under Section 5 of this Article where
the required undertaking, if any, has been received by the corporation) that the
claimant has not met the standard of conduct set forth in Sections 1 or 2 of
this Article, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, its independent legal counsel, and its stockholders) to have made a
determination prior to the


                                       22
<PAGE>   23


commencement of such action that indemnification of the claimant is proper in
the circumstances because he has met the applicable standard of conduct set
forth in Sections 1 or 2 of this Article, nor the fact that there has been an
actual determination by the corporation (including its Board of Directors, its
independent legal counsel, and its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.

     Section 7. The indemnification and advancement of costs, charges and
expenses provided by this Article shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of costs,
charges and expenses may be entitled under any law (common or statutory),
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding office or while employed by or acting as agent for the corporation, and
shall continue as to a person who has ceased to be a director, officer or
Division officer as to actions taken while he was such a director, officer or
Division officer, and shall inure to the benefit of the estate, heirs, executors
and administrators of such person. All rights to indemnification under this
Article shall be deemed to be a contract between the corporation and each
director, officer or Division officer of the corporation who serves or served in
such capacity at any time while this Article is in effect. Any repeal or
modification of this Article or any repeal or modification of


                                       23
<PAGE>   24


relevant provisions of the Delaware General Corporation Law or any other
applicable laws shall not in any way diminish any rights to indemnification of
such director, officer or Division officer or the obligations of the corporation
arising hereunder.

     Section 8. In addition to the specific indemnification provided for herein,
the corporation shall indemnify each person who is or was or has agreed to
become a director, officer or Division officer of the corporation, or is or was
serving or has agreed to serve at the request of the corporation as a director,
officer or Division officer of another corporation, partnership, joint venture,
trust or other enterprise, to the fullest extent authorized or permitted (i) by
the General Corporation Law of Delaware, or any other applicable law, or by any
amendment thereof or other statutory provisions in effect on the date hereof, or
(ii) by the corporation's Certificate of Incorporation as in effect on the date
hereof. The corporation shall also advance expenses to any of the foregoing
individuals to the fullest extent authorized or permitted (i) by the General
Corporation Law of Delaware, or any other applicable law, or by any amendment
thereof or other statutory provision in effect on the date hereof, or (ii) by
the corporation's Certificate of Incorporation as in effect on the date hereof.

     Section 9. Notwithstanding the foregoing, the corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was
or has agreed to become a director, officer or Division officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer


                                       24
<PAGE>   25


or Division officer of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
or on his behalf in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article.

     Section 10. If this Article or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the corporation shall
nevertheless indemnify each director, officer or Division officer of the
corporation as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the corporation, to the full extent
permitted by any applicable portion of this Article that shall not have been
invalidated and to the full extent permitted by applicable law.

                                  ARTICLE VII.

                             Certificates for Shares

     Section 1. The corporation shall deliver certificates representing all
shares to which stockholders are entitled; and such certificates shall be signed
by the President or a Vice President, and the Secretary or an Assistant
Secretary of the corporation, and may be sealed with the seal of the corporation
or a facsimile thereof. No certificate shall be issued for any share until the
consideration therefor has been fully paid. Each certificate representing shares
shall state upon the face thereof


                                       25
<PAGE>   26


that the corporation is organized under the laws of the State of Delaware, the
name of the person to whom issued, the number and class and the designation of
the series, if any, which such certificate represents, and the par value of each
share represented by such certificate or a statement that the shares are without
par value.

     Section 2. The signatures of the President or Vice President, and the
Secretary or Assistant Secretary, upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent, or registered by a registrar,
other than the corporation itself or an employee of the corporation. In case any
officer who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of the issuance.

     Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the


                                       26
<PAGE>   27


corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.

     Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.

     Section 5. For the purpose of determining stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, sixty (60) days. If the stock transfer books shall be
closed for the purpose of determining stockholders entitled to notice of or to
vote at a meeting of stockholders, such books shall be closed for at least ten
(10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date for any such determination of stockholders, such date in any case to be not
more than sixty (60) days, and, in case of a meeting of stockholders, not less
than ten (10) days prior to the date on which the particular action requiring
such determination of stockholders is to be taken. If the stock transfer books
are not closed and no record date is


                                       27
<PAGE>   28


fixed for the determination of stockholders entitled to notice of or to vote at
a meeting of stockholders or any adjournment thereof, or stockholders entitled
to receive payment of a dividend, or in order to make a determination of
stockholders for any other proper purpose, the close of business on the day next
preceding the day on which notice of the meeting of stockholders is given shall
be the record date with respect to such meeting, and the close of business on
the day on which the Board of Directors adopts a resolution declaring a dividend
or with respect to any other proper purpose, as the case may be, shall be the
record date for the determination of stockholders with respect thereto. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof, except where the determination has been made through the
closing of stock transfer books and the stated period of closing has expired.

     Section 6. The corporation shall be entitled to recognize the exclusive
rights of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Delaware.


                                       28
<PAGE>   29


                                  ARTICLE VIII.

                               General Provisions

     Section 1. The Board of Directors may declare and the corporation may pay
dividends on its outstanding shares in cash, property, or its own shares
pursuant to law and subject to the provisions of its Certificate of
Incorporation.

     Section 2. The Board of Directors may by resolution create a reserve or
reserves out of earned surplus for any purpose or purposes, and may abolish any
such reserve in the same manner.

     Section 3. The Board of Directors must, when requested by the holders of at
least one-third of the outstanding shares of the corporation, present written
reports of the business and financial affairs of the corporation.

     Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate as provided in these
bylaws.

     Section 5. The fiscal year of the corporation shall be fixed by resolution
of the Board of Directors.

     Section 6. The corporate seal shall have inscribed thereon the name of the
corporation and may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.

                                   ARTICLE IX.

                                   Amendments

     These Bylaws may be altered, amended or repealed at any regular or special
meeting of, or by the unanimous written consent of, the Board of Directors.


                                       29
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>SUPPLEMENTAL PROFIT SHARING PLAN FOR EMPLOYEES
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 10.8




                SUPPLEMENTAL PROFIT SHARING PLAN FOR EMPLOYEES OF
                 TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES
                     AS RESTATED EFFECTIVE JANUARY 1, 2000


                                    ARTICLE I

                                     PURPOSE

         TRINITY INDUSTRIES, INC., a corporation organized and existing under
the laws of the State of Delaware (hereinafter, the "Company"), hereby restates
the SUPPLEMENTAL PROFIT SHARING PLAN FOR EMPLOYEES OF TRINITY INDUSTRIES, INC.
AND CERTAIN AFFILIATES (hereinafter, the "Plan"), such restatement to be
effective as of January 1, 2000;


                                   WITNESSETH:

           WHEREAS, the Company wishes to promote in certain of its highly
compensated employees and those of its affiliates the strongest interest in the
successful operation of the business and increased efficiency in their work, to
align the financial interests of such employees with those of Company
shareholders and to provide an opportunity for accumulation of funds for their
retirement; and

         WHEREAS, it is intended that the Plan be "unfunded" for purposes of the
Employee Retirement Income Security Act of 1974 (hereinafter, "ERISA") and not
be construed to provide income to any participant or beneficiary under the
Internal Revenue Code of 1986 (hereinafter, the "Code") prior to actual receipt
of benefits hereunder;

         NOW, THEREFORE, the Company hereby agrees as follows:

                                   ARTICLE II

                  DEFINITIONS, CONSTRUCTION, AND APPLICABILITY

2.01     Definitions

         The following words and phrases, when used herein, unless their context
         clearly indicates otherwise, shall have the following respective
         meanings:

         (a)      ACCOUNT: A Participant's Compensation Reduction Contribution
                  Account, Matching Contribution Account, Additional Matching
                  Contribution Account and/or Discretionary Contribution
                  Account, as the case maybe.



<PAGE>   2



         (b)      ADDITIONAL MATCHING CONTRIBUTION: Any amount credited by an
                  Employer for a Plan Year to a Participant pursuant to Section
                  4.01(c) hereof.

         (c)      ADDITIONAL MATCHING CONTRIBUTION ACCOUNT: The account
                  maintained for a Participant on the books of his Employer to
                  which Additional Matching Contributions and adjustments
                  related thereto are credited.

         (d)      AFFILIATE: Any corporation (other than an Employer) which is
                  included within a controlled group of corporations (as defined
                  in Code Section 414(b)) which includes an Employer; any trade
                  or business (other than an Employer), whether or not
                  incorporated, which is under common control (as defined in
                  Code Section 414(c)) with an Employer; any organization (other
                  than an Employer), whether or not incorporated, which is a
                  member of an affiliated service group (as defined in Code
                  Section 414(m)) which includes an Employer; and any other
                  entity required to be aggregated with an Employer pursuant to
                  regulations under Code Section 414(o).

         (e)      ANNUAL INCENTIVE COMPENSATION: Any amount payable as an annual
                  bonus to a Participant pursuant to the Company's incentive pay
                  program.

         (f)      AUTHORIZED LEAVE OF ABSENCE: Any absence authorized by an
                  Employer under the Employer's standard personnel practices
                  provided that all persons under similar circumstances must be
                  treated alike in the granting of such Authorized Leaves of
                  Absence and provided further that the Participant returns
                  within the period of authorized absence. An absence due to
                  service in the Armed Forces of the United States shall be
                  considered an Authorized Leave of Absence provided that the
                  absence is caused by war or other emergency, or provided that
                  the Employee is required to serve under the laws of
                  conscription in time of peace, and further provided that the
                  Employee returns to employment with the Employer within the
                  period provided by law.

         (g)      AWARD COMPENSATION: All items taxable as the Participant's
                  ordinary income under the Trinity Industries 1993 and 1998
                  Stock Option and Incentive Plans; provided that Award
                  Compensation expressly shall not include income or gain
                  attributable to incentive stock options awarded thereunder.

         (h)      BASE COMPENSATION: All amounts payable to a Participant which
                  constitute scheduled items of salary or wages.

         (i)      BENEFICIARY: A person or persons (natural or otherwise)
                  designated by a Participant in accordance with the provisions
                  of Section 6.06 to receive any death benefit which shall be
                  payable under this Plan.



                                       2
<PAGE>   3

         (j)      CHANGE IN CONTROL: 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:

                  (1)      any 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) representing thirty
                           percent (30%) or more of the combined voting power of
                           the Company's then outstanding securities, excluding
                           any Person who becomes such a Beneficial Owner in
                           connection with a transaction described in clause (i)
                           of paragraph (3) below; or

                  (2)      the following individuals cease for any reason to
                           constitute a majority of the number of directors then
                           serving: individuals who, on May 6, 1997, 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 May 6, 1997, or
                           whose appointment, election or nomination for
                           election was previously so approved or recommended;
                           or

                  (3)      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 or 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 the
                           acquisition 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

                  (4)      the stockholders of the Company approve a plan of
                           complete liquidation or dissolution of the Company or
                           there is consummated an agreement for the sale or
                           disposition by the Company of all or substantially
                           all of the Company's assets, other than a sale or




                                       3
<PAGE>   4

                           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.

                  For purposes of this paragraph:

                           "Affiliate" shall have the meaning sect 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
                           Section 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.

         (k)      CODE: The Internal Revenue Code of 1986, as amended from time
                  to time.

         (1)      COMMITTEE OR PLAN COMMITTEE: The persons appointed under the
                  provisions of Article VIII to administer the Plan.

         (m)      COMPANY: TRINITY INDUSTRIES, INC., a corporation organized and
                  existing under the laws of the State of Delaware, or its
                  successor or successors.

         (n)      COMPENSATION: Annual Incentive Compensation, Award
                  Compensation and/or Base Compensation paid to a Participant.

         (o)      COMPENSATION REDUCTION CONTRIBUTION: An amount credited by an
                  Employer for the Plan Year to a Participant pursuant to
                  Section 4.01(a) hereof.

         (p)      COMPENSATION REDUCTION CONTRIBUTION ACCOUNT: The account
                  maintained for a Participant on the books of his Employer to
                  which Compensation Reduction Contributions and adjustments
                  related thereto are credited.



                                        4

<PAGE>   5

         (q)      DISABILITY: A physical or mental condition which, in the
                  judgment of the Committee, totally and presumably permanently
                  prevents a Participant from engaging in any substantial or
                  gainful employment. Determinations of Disability shall be made
                  on the basis of standards applied uniformly to all
                  Participants.

         (r)      DISCRETIONARY CONTRIBUTIONS: Any amount credited by an
                  Employer for the Plan Year to a Participant pursuant to
                  Section 4.01(e) hereof.

         (s)      DISCRETIONARY CONTRIBUTION ACCOUNT: The account maintained for
                  a Participant on the books of his Employer to which
                  Discretionary Contributions and adjustments related thereto
                  are credited.

         (t)      EFFECTIVE DATE: Except where otherwise indicated herein,
                  January 1, 2000, the date on which the provisions of this
                  amended and restated Plan become effective.

         (u)      ELAPSED-TIME EMPLOYMENT: With respect to an Employee, the
                  period beginning on his Employment Commencement Date (or
                  Reemployment Commencement Date, as the case may be) and ending
                  on the date of his Severance from Service. Such period shall
                  be determined without regard to the actual number of Hours of
                  Employment completed by the Employee during such period.
                  Except to the extent otherwise permitted by the Committee in
                  its sole discretion, Elapsed-Time Employment completed with an
                  Affiliate or a Participating Employer prior to the date on
                  which such Affiliate or Employer was included within a
                  controlled group of corporations (as defined in Code Section
                  414(b)) which includes the Company shall not be recognized
                  under this Plan.

         (v)      EMPLOYEE: 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)(l) of
                  ERISA, and (iii) who is designated by the Plan Committee as
                  eligible to participate in this Plan; provided that, under no
                  circumstances shall an individual be an eligible Employee
                  hereunder until the first day of the calendar quarter
                  immediately following his Employment Commencement Date.

         (w)      EMPLOYER or PARTICIPATING EMPLOYER: The Company and any
                  Affiliate of the Company to the extent that an Employee of
                  such Affiliate is a Participant hereunder.

         (x)      EMPLOYMENT COMMENCEMENT DATE: The first date on which an
                  Employee completes an Hour of Employment.

         (y)      ERISA: Public Law No. 93-406, the Employee Retirement Income
                  Security Act of 1974, as amended from time to time.



                                        5
<PAGE>   6

         (z)      EXTENDED ABSENCE EMPLOYEE: An Employee who is absent from his
                  Employer's employment solely because of (i) the Employee's
                  pregnancy, (ii) the birth of the Employee's child, (iii) the
                  placement of a child with the Employee in connection with the
                  adoption of the child by the Employee, or (iv) the care of a
                  child by the Employee during the period immediately following
                  such child's birth to, or placement with, the Employee.

         (aa)     FORFEITURES: The portion of a Participant's Matching
                  Contribution Account, Additional Matching Contribution Account
                  and Discretionary Contribution Account, if any, which is
                  forfeited because of a Severance from Service before full
                  vesting.

         (bb)     HOUR OF EMPLOYMENT: Each hour (i) for which an Employee is on
                  an Authorized Leave of Absence or is directly or indirectly
                  paid or entitled to payment by his Employer for the
                  performance of duties or for reasons other than the
                  performance of duties, or (ii) for which back-pay has been
                  agreed to by the Employer. Hours of Employment shall be
                  determined from records maintained by each Employer; provided,
                  however, that an Employer may elect to determine Hours of
                  Employment for any classification of Employees which is
                  reasonable, nondiscriminatory and consistently applied, on the
                  basis that Hours of Employment include forty-five (45) Hours
                  of Employment for each week or portion thereof during which an
                  Employee is credited with one (1) Hour of Employment.

                  Except to the extent otherwise permitted by the Committee in
                  its sole discretion, Hours of Employment completed with an
                  Affiliate or a Participating Employer prior to the date on
                  which such Affiliate or Employer was included within a
                  controlled group of corporations (as defined in Code Section
                  414(b)) which includes the Company shall not be recognized
                  under this Plan.

         (cc)     INITIAL EFFECTIVE DATE: July 1, 1990, the date on which the
                  Prior Plan became effective.

         (dd)     MATCHING CONTRIBUTION ACCOUNT: The account maintained for a
                  Participant on the books of his Employer to which Matching
                  Employer Contributions and adjustments related thereto are
                  credited.

         (ee)     MATCHING EMPLOYER CONTRIBUTION: Any amount credited by an
                  Employer for a Plan Year to a Participant pursuant to Section
                  4.01(b) hereof.

         (ff)     PARTICIPANT: An Employee participating in the Plan in
                  accordance with the provisions of Section 3.01.

         (gg)     PARTICIPATION: The period commencing on the date on which an
                  Employee becomes a Participant and ending on the date on which
                  the Employee incurs a Break in Service (as defined in Section
                  3.02(d)).



                                        6
<PAGE>   7

         (hh)     PLAN: The SUPPLEMENTAL PROFIT SHARING PLAN FOR EMPLOYEES OF
                  TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES AS RESTATED
                  EFFECTIVE JANUARY 1,2000, the Plan set forth herein, as
                  amended from time to time.

         (ii)     PRIOR PLAN: The SUPPLEMENTAL PROFIT SHARING PLAN FOR EMPLOYEES
                  OF TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES, as in
                  effect prior to the Effective Date.

         (jj)     REEMPLOYMENT COMMENCEMENT DATE: The first date on which an
                  Employee completes an Hour of Employment upon his return to
                  the employment of the Employers after a Break in Service.

         (kk)     SERVICE: A Participant's period of employment with the
                  Employers determined in accordance with Section 3.02.

         (ll)     SEVERANCE FROM SERVICE: With respect to an Employee, the later
                  of (1) or (2), where--

                  (1)      is the earlier of (i) the date on which he quits, or
                           is discharged from, the employment of the Employers,
                           or the date of his retirement or death, or (ii) the
                           first anniversary of the first date of a period in
                           which he remains absent from the employment of the
                           Employers, with or without pay, for any reason other
                           than one specified in (i), above, such as vacation,
                           holiday, sickness, Authorized Leave of Absence or
                           layoff; and

                  (2)      is, in the case of an Extended Absence Employee, the
                           second anniversary of such Employee's absence.

         (mm)     STOCK UNIT: A deemed share of Company common stock, more fully
                  described in Section 5.04 hereof.

         (nn)     TRUST (or TRUST FUND): The fund known as the TRINITY
                  INDUSTRIES, INC. SUPPLEMENTAL PROFIT SHARING AND DEFERRED
                  DIRECTOR FEE TRUST, maintained in accordance with the terms of
                  the trust agreement, as from time to time amended, which
                  constitutes a part of this Plan.

         (oo)     TRUSTEE: The corporation, individual or individuals appointed
                  to administer the Trust in accordance with the agreement
                  governing the Trust.

         (pp)     VALUATION DATE: The last day of each month (or if no Company
                  stock is traded on such date, the immediately preceding
                  trading date), and such other dates as the Committee in its
                  discretion may prescribe.

         (qq)     YEAR or PLAN YEAR: The twelve (12)-month period ending on
                  March 31 of each year.



                                        7
<PAGE>   8

2.02     Construction

         The masculine gender, where appearing in the Plan, shall be deemed to
         include the feminine gender, unless the context clearly indicates to
         the contrary. The words "hereof," "herein," "hereunder" and other
         similar compounds of the word "here" shall mean and refer to the entire
         Plan and not to any particular provision or Section.

2.03     Applicability

         The provisions of this Plan shall apply only to a Participant who
         terminates employment on or after the Effective Date. In the case of a
         Participant who terminates employment prior to the Effective Date, the
         rights and benefits, if any, of such former Employee shall be
         determined in accordance with the provisions of the Prior Plan, as in
         effect on the date on which his employment terminated.


                                   ARTICLE III

                            PARTICIPATION AND SERVICE

3.01     Participation

         An Employee who was a Participant under the Prior Plan shall continue
         as a Participant under this Plan, to the extent provided hereunder. All
         references hereunder to such Participant's "compensation reduction
         agreement" shall include his salary reduction agreement executed under
         the Prior Plan.

         An individual classified as an Employee under Section 2.01(v) hereof
         shall become a Participant in this Plan on the first day of (i) the
         month on or immediately following such classification or (ii) any of
         his taxable years thereafter, provided that, prior to such date, he
         shall first have undertaken the actions specified in Section 3.03
         hereof.

         An active Participant who incurs a Severance from Service and who is
         subsequently reemployed by an Employer shall reenter the Plan as an
         active Participant on his Reemployment Commencement Date or the first
         day of any of his next following taxable years, but only if (i) he
         continues to qualify as an Employee within the meaning of Section
         2.01(v) hereof and (ii) prior to such date he shall have again
         undertaken the actions specified in Section 3.03 hereof. In the event
         that a Participant shall cease to qualify as an Employee within the
         meaning of Section 2.01(v) hereof, his Participation shall thereupon
         cease but he shall continue to accrue Service hereunder during the
         period of his continued employment with the Employers.

         Any provisions of this Plan to the contrary notwithstanding, effective
         on and after the date of a Change in Control, the term "Participant"
         shall be limited to those individuals who satisfy the requirements set
         forth for participation in this Plan and who were Participants in this
         Plan as of the date immediately prior to the date of such Change in
         Control.



                                        8
<PAGE>   9


3.02     Service

         The amount of benefit payable to or on behalf of a Participant shall be
         determined on the basis of his period of Service, in accordance with
         the following:

         (a)      In General. Subject to the Break in Service provisions of
                  paragraph (d) of this Section, an Employee's Service shall
                  equal the total of his Elapsed-Time Employment. Service shall
                  be counted in years and completed days.

         (b)      Transfers from Affiliates. In the event that an Employee who
                  at any time was employed by an Affiliate either commences
                  employment with a Participating Employer, or returns to the
                  employment of a Participating Employer, then, except as
                  otherwise provided below, such Employee shall receive Service
                  with respect to the period of his employment with such
                  Affiliate (to the extent not credited under paragraph (c) of
                  this Section). In applying the provisions of the preceding
                  sentence--

                  (1)      except to the extent otherwise permitted by the
                           Committee in its sole discretion, such Employee shall
                           not receive Service with respect to any period of
                           employment with such Affiliate completed prior to the
                           date on which such Affiliate became an Affiliate;

                  (2)      the amount of such Service shall be determined in
                           accordance with paragraph (a) of this Section, as if
                           such Affiliate were a Participating Employer; and

                  (3)      if such Employee incurs a Break in Service (as
                           defined in paragraph (d) of this Section and
                           determined as if such Affiliate were a Participating
                           Employer) prior to his commencement of employment
                           with the Participating Employer or return to the
                           employment of the Participating Employer, then the
                           amount of such Employee's Service attributable to the
                           period of his employment with such Affiliate shall be
                           determined in accordance with paragraph (d) of this
                           Section.

         (c) Transfers to Affiliate. In the event that a Participant who at any
         time was employed by a Participating Employer either commences
         employment with an Affiliate, or returns to the employment of an
         Affiliate, then, except as otherwise provided below, such Participant
         shall receive Service with respect to the period of his employment with
         such Affiliate (to the extent not credited under paragraph (b) of this
         Section). In applying the provisions of the preceding sentence--

                  (1)      the amount of such Service shall be determined in
                           accordance with paragraph (a) of this Section, as if
                           such Affiliate were a Participating Employer, and

                  (2)      if such Participant incurs a Break in Service (as
                           defined in paragraph (d) of this Section and
                           determined as if such Affiliate were a Participating
                           Employer) prior to his commencement of employment
                           with the Affiliate or return to the employment of
                           the Affiliate, then



                                       9
<PAGE>   10

                           the amount of such Participant's Service attributable
                           to his prior period of employment with the
                           Participating Employer shall be determined in
                           accordance with paragraph (d) of this Section.

         (d)      Break in Service. An Employee who incurs a Severance from
                  Service and who fails to complete at least one (1) Hour of
                  Employment during the twelve (12)-month period beginning on
                  the date of such Severance from Service shall have a Break in
                  Service. If, during the twelve (12)-month period beginning on
                  the date of an Employee's Severance from Service, the Employee
                  shall return to the employment of a Participating Employer by
                  completing at least one (1) Hour of Employment within such
                  twelve (12)-month period, then such Employee will not have a
                  Break in Service and shall receive Service for the period
                  beginning on the date of his Severance from Service and ending
                  on the date of his reemployment; provided, however, that in
                  the case of an Employee who is absent from the employment of
                  the Participating Employers for a reason specified in Section
                  2.01(ll)(1)(ii) hereof and who, prior to the first anniversary
                  of the first date of such absence, incurs a Severance from
                  Service for a reason specified in Section 2.01(ll)(1)(i)
                  hereof, such Employee shall receive Service only if he
                  completes at least one (1) Hour of Employment within the
                  twelve (12)-month period beginning on the first date of such
                  absence and shall receive such Service only for the period
                  beginning on the first day of such absence and ending on the
                  date of his reemployment. Upon incurring a Break in Service,
                  an Employee's rights and benefits under the Plan shall be
                  determined in accordance with his Service at the time of the
                  Break in Service. For a Participant who, at the time of a
                  Break in Service, satisfied any requirements of this Plan for
                  vested benefits, his pre-break Service shall, upon his
                  Reemployment Commencement Date, be restored in determining his
                  rights and benefits under the Plan. For an Employee who, at
                  the time of a Break in Service, had not fulfilled such
                  requirements, periods of pre-break Service shall, upon his
                  Reemployment Commencement Date, be restored only if the
                  consecutive periods of Break in Service were less than the
                  greater of (i) sixty (60) months or (ii) the total period of
                  pre-break Service.

         (e)      Special Rule for Participants After Initial Eligibility Date.
                  Notwithstanding the preceding provisions of this Section 3.02,
                  the Elapsed-Time Employment and Service of any Participant who
                  failed to elect to participate hereunder pursuant to Section
                  3.03 hereof prior to the date on which he was first eligible
                  to do so pursuant to Section 3.01 hereof shall be determined
                  as if his Employment Commencement Date were the later of (i)
                  the Initial Effective Date or (ii) the date on which he first
                  completes an Hour of Employment. In addition, in the case of a
                  Participant who was not employed by an Employer on the Initial
                  Effective Date but was so employed prior to such date, such
                  prior period of employment will not, under any circumstances,
                  be treated as Service unless such Participant elects to
                  participate hereunder pursuant to such Section 3.03 prior to
                  the date on which he was first eligible to do so pursuant to
                  such Section 3.01.

         (f)      Special Rule for Extended Absence Employees. Notwithstanding
                  the preceding provisions of this Section 3.02, in the case of
                  an Extended



                                       10
<PAGE>   11
                  Absence Employee, the period between the first and second
                  anniversaries of such Employee's absence shall, under no
                  circumstances, be treated as a period of Service.

3.03     Election to Participate

         In order to participate hereunder, an Employee, otherwise eligible to
         participate pursuant to Section 3.01 hereof, must, after having
         received a written explanation of the terms of and the benefits
         provided under the Plan, elect to participate in such Plan on such form
         or forms as the Committee may provide and must execute a compensation
         reduction agreement described in Section 4.02 hereof. Such election to
         participate and execution of a compensation reduction agreement shall
         be effected on any date on or prior to the applicable date specified in
         such Section 3.01 for the commencement of Participation and, in all
         events, prior to the completion of services for which amounts subject
         to the compensation reduction agreement would otherwise have been paid
         to such Employee.

3.04     Transfer

         An Employee who is transferred between Participating Employers shall be
         as eligible for Participation and benefits as in the absence of such
         transfer.

                                   ARTICLE IV

                          CONTRIBUTIONS AND FORFEITURES

4.01     Employer Contributions

         Employers shall credit Participant accounts in accordance with the
         following:

         (a)      Compensation Reduction Contribution. For each Year, each
                  Employer shall credit the Compensation Reduction Contribution
                  Account of each of its Employees participating in the Plan
                  with an amount agreed to be credited by such Employer pursuant
                  to a compensation reduction agreement entered into between the
                  Employer and the Participant for such Year, as provided in
                  Section 4.02; provided that if such Participant is also a
                  participant in the Profit Sharing Plan for Employees of
                  Trinity Industries, Inc. and Certain Affiliates, such
                  Participant must first have elected to contribute the maximum
                  permissible salary reduction contribution for the Year to his
                  salary reduction contribution account under such Profit
                  Sharing Plan, with such maximum permissible amount to be
                  determined by reference to all applicable limitations of (i)
                  Code Section 401, (ii) the provisions of such Profit Sharing
                  Plan and (iii) other applicable law. Such compensation
                  reduction agreement shall include a separate deferral election
                  for each of the following types of Compensation:

                  (i)      Base Compensation;

                  (ii)     Annual Incentive Compensation; and

                  (iii)    Award Compensation.

                                       11


<PAGE>   12




         (b)      Matching Employer Contribution. For each Year, each Employer
                  shall credit a Matching Employer Contribution amount in the
                  form of Stock Units to each of its Employees for whom an
                  amount was credited pursuant to paragraph (a) of this Section
                  4.01; provided, however, that no such Matching Employer
                  Contribution shall be credited prior to the date on which such
                  Employee completes one (1) year of Service. Such Matching
                  Employer Contribution, when added to the Forfeitures which
                  have become available for application as of the end of the
                  Year pursuant to Section 4.03 hereof, shall be equal to a
                  percentage of that portion of the Participant's Compensation
                  Reduction Contribution for such Year pursuant to Section 4.02
                  hereof which does not exceed six percent (6%) of his Base
                  Compensation plus Annual Incentive Compensation for such Year,
                  based on his years of Service as follows:

<TABLE>
<CAPTION>
                   Years of Service                   Applicable Percentage
                   ----------------                   ---------------------
<S>                                                   <C>
                   Less than 1                                     0%
                   1 but less than 2                              25%
                   2 but less than 3                              30%
                   3 but less than 4                              35%
                   4 but less than 5                              40%
                   5 or more                                      50%
</TABLE>

         (c)      Additional Matching Contribution. For each Year, each Employer
                  shall credit an additional amount in the form of Stock Units
                  to each of its Employees for whom an amount was credited
                  pursuant to paragraph (a) of this Section 4.01, which when
                  added to the Forfeitures which have become available for
                  application as of the end of the Year pursuant to Section 4.03
                  hereof and which have not been applied as provided in
                  paragraph (b) of this Section, shall be equal to seventeen and
                  one-half percent (17 1/2%) of that portion of the
                  Participant's Compensation Reduction Contribution for such
                  Year pursuant to Section 4.02 hereof which is invested or
                  deemed invested in Stock Units pursuant to Section 5.02(a)
                  hereof up to twenty-five percent (25%) of the sum of his Base
                  Compensation and Annual Incentive Compensation for such Year.

         (d)      Limitations on Matching Contributions. Except in the case of a
                  Participant who "retires" (as defined in the Trinity
                  Industries, Inc. Standard Pension Plan), dies or incurs a
                  Disability during a Year, no Matching Employer Contributions
                  shall be credited to a Participant for a Year unless such
                  Participant is actively employed by an Employer on the last
                  day of such Year. In addition, no Matching Employer
                  Contributions or Additional Matching Contributions shall be
                  credited to Participants for a Year unless the Company's
                  earnings per share for such Year are sufficient to cover
                  dividends to stockholders; provided that in no event will a
                  Matching Employer Contribution or Additional Matching
                  Contribution be made if the Company's net profits for such
                  Year are less than Thirty-Three and one-third Cents ($.33-1/3)
                  per share. In addition, and notwithstanding paragraph (b) of
                  this Section, the amount of Matching Employer Contribution
                  credited to a Participant for a Year under this Plan shall be
                  reduced by the amount of any matching contribution credited to
                  the


                                       12

<PAGE>   13




                  Participant for such Year under the Profit Sharing Plan for
                  Employees of Trinity Industries, Inc. and Certain Affiliates.


         (e)      Discretionary Contributions. In addition to the contributions
                  described above, for each Year an Employer may, but shall not
                  be required to, credit the Discretionary Contribution Account
                  of any one or more Participants in its employ during such Year
                  with such amounts in the form of Stock Units or otherwise as
                  the Employer may determine in its sole discretion.

4.02     Participant Compensation Reduction

         (a)      General. Prior to commencement of Participation hereunder, a
                  Participant shall have entered into a written compensation
                  reduction agreement with his Employer. The terms of such
                  compensation reduction agreement shall provide that the
                  Participant agrees to accept a reduction in Compensation from
                  the Employer. In consideration of such agreement, the Employer
                  will credit the Participant's Compensation Reduction
                  Contribution Account for each Year with an amount equal to the
                  total amount by which the Participant's Compensation from the
                  Employer was reduced during the Year pursuant to the
                  compensation reduction agreement.

         (b)      Election Requirements. Compensation reduction agreements shall
                  be further governed by the following:

                  (1)      A compensation reduction agreement shall specify the
                           types of Compensation to which it will apply and
                           shall be effective during the period in which it is
                           on file with the Participant's Employer, but in no
                           event shall be effective to (i) reduce Award
                           Compensation which is attributable to the exercise of
                           nonqualified stock options, the lapse of all
                           restrictions on a grant of restricted stock, the
                           exercise of stock appreciation rights or the payment
                           of dividend equivalent rights and which is payable
                           during the six (6) month period immediately following
                           the date of execution of the agreement; or (ii)
                           reduce payments of Base Compensation, Annual
                           Incentive Compensation or other types of Award
                           Compensation for services completed on or before the
                           date on which such compensation reduction agreement
                           is received by the Corporate Benefits department of
                           the Company.

                  (2)      A compensation reduction agreement shall have been
                           entered into by a Participant on or prior to
                           commencement of Participation hereunder and shall
                           remain in effect until terminated or amended by the
                           Participant in accordance with the procedures set
                           forth herein. Any amendment or termination of a
                           compensation reduction agreement shall not be
                           effective until the first day of the Participant's
                           taxable year immediately following the taxable year
                           of the Participant in which an election so to amend
                           or terminate is executed by the Participant and his
                           Employer and must be received by the Corporate
                           Benefits department of the Company at least fifteen
                           (15) days prior to the end of the taxable year of
                           execution. If a Participant

                                       13


<PAGE>   14




                           terminates his compensation reduction agreement as
                           hereinabove provided, then he may elect to enter into
                           another compensation reduction agreement to be
                           effective as of the first day of any of his taxable
                           years following his taxable year in which such
                           termination was first effective, provided that
                           written notice of such election must be received by
                           the Corporate Benefits department of the Company at
                           least fifteen (15) days prior to such effective date.
                           Notwithstanding the preceding provisions of this
                           subparagraph (2), to the extent that a compensation
                           reduction agreement reduces Award Compensation
                           described in subparagraph (1)(i) of this paragraph
                           (b), such agreement shall at all times be
                           irrevocable.

4.03     Forfeitures

         If, upon a Severance from Service, a Participant is not entitled to a
         distribution of the entire balance in his Matching Contribution
         Account, Additional Matching Contribution Account and/or Discretionary
         Contribution Account, then the amount to which the Participant is not
         entitled shall become a Forfeiture and shall be deducted from the
         Participant's Accounts at such time. The portion of the Participant's
         Accounts which is not a Forfeiture shall continue to be adjusted as
         provided in Section 5.03(a) until it is distributed in full. The
         Participant shall receive a distribution of the nonforfeitable portion
         of his Accounts pursuant to Article VI.

                                    ARTICLE V

                      ALLOCATIONS TO PARTICIPANTS' ACCOUNTS

5.01     Individual Accounts

         The Committee shall create and maintain adequate records to disclose
         the interest hereunder of each Participant, Former Participant and
         Beneficiary. Such records shall be in the form of individual accounts
         and credits and charges shall be made to such accounts in the manner
         herein described. When appropriate, a Participant shall have up to four
         separate Accounts, a Compensation Reduction Contribution Account, a
         Matching Contribution Account, an Additional Matching Contribution
         Account, and a Discretionary Contribution Account.

5.02     Investment of Accounts

         (a)      Participant Election. The Committee shall credit each
                  Participant's Accounts with earnings or losses according to
                  the hypothetical investment selections made by the Participant
                  pursuant to his participation agreement executed pursuant to
                  Section 3.03 hereof. The Committee shall adopt rules
                  concerning the manner in which a Participant may elect to
                  change his hypothetical investment selections; provided that a
                  Participant shall be permitted to do so no less frequently
                  than as of the first day of each month; provided further, that
                  a Participant may not change the hypothetical election which
                  applies to any portion of his Accounts that is invested or
                  deemed to be invested in Stock Units. The earnings or losses
                  attributable to a Participant's Accounts shall be determined
                  as if the amounts credited to such Accounts

                                       14


<PAGE>   15






                  were actually invested in Stock Units, to the extent required
                  or elected hereunder, and, to the extent not so required or
                  elected, in the hypothetical investments selected under the
                  Participant's participation agreement. In the case of a
                  Participant receiving installment payments under Article VI
                  hereof, the Participant's Accounts will continue to receive
                  allocations of earnings or losses in accordance with this
                  subsection until his Accounts are paid in full. If a
                  Participant's participation agreement fails to designate one
                  or more hypothetical investment selections, the Participant's
                  Account will be deemed invested in Stock Units, to the extent
                  required hereunder, and, to the extent not so required, in
                  the investment option designated as having the least
                  investment risk.

         (b)      Investment Options. The Committee shall have sole and absolute
                  discretion with respect to the number and types of investment
                  options made available for selection by Participants pursuant
                  to this Section, the timing of Participant elections and the
                  method by which adjustments are made. The Committee may in its
                  sole discretion refuse to recognize Participant elections that
                  it determines may cause the Participant's Accounts to become
                  subject to the short-swing profit provisions of Section 16b of
                  the Securities Exchange Act of 1934 and establish special
                  election procedures for Participants subject to Section 16 of
                  such Act. The Committee shall permit Participants to designate
                  that their investments be treated as invested in (i) Stock
                  Units or (ii) one or more investment indices; provided that
                  amounts credited on or after the Effective Date to a
                  Participant's Matching Contribution Account or Additional
                  Matching Contribution Account shall at all times be invested
                  in Stock Units; provided further that Compensation Reduction
                  Contributions made on or after the Effective Date of Award
                  Compensation shall at all times be invested in Stock Units.
                  The designation of investment options by the Committee shall
                  be for the sole purpose of adjusting Accounts pursuant to this
                  Section and, except to the extent that investment in Stock
                  Units is required hereunder, the provisions of this Article V
                  shall not obligate the Company or any of the Employers to
                  invest or set aside any assets for the payment of benefits
                  hereunder; provided, however, that the Company or an Employer
                  may invest a portion of its general assets in investments,
                  including investments which are the same as or similar to the
                  investment indices designated by the Committee and selected by
                  Participants, but any such investments shall remain part of
                  the general assets of the Company or such Employer and shall
                  not be deemed or construed to grant a property interest of any
                  kind to any Participant, designated Beneficiary or estate. The
                  Committee shall notify the Participants of the investment
                  indices available and the procedures for making and changing
                  elections.

         (c)      Non-Binding Status of Elections. A Participant's hypothetical
                  investment selections pursuant to the immediately preceding
                  paragraph shall be made solely for purposes of crediting
                  earnings and/or losses to his Accounts under Section 5.03 of
                  this Plan. The Committee shall not, in any way, be bound to
                  actually invest any amounts set aside pursuant to Article VII
                  below to satisfy its obligations under this Plan in accordance
                  with such selections.


                                       15

<PAGE>   16




5.03     Account Adjustments


         The accounts of Participants, Former Participants and Beneficiaries
         shall be adjusted in accordance with the following:

         (a)      Valuation Adjustments. As of each Valuation Date, the amount
                  credited to a Participant's Accounts as of the preceding
                  Valuation Date, less any distributions or Forfeitures with
                  respect to such Accounts since such preceding Valuation Date,
                  shall be adjusted by reference to the fluctuations in value,
                  taking into account gain, loss, expenses and other
                  adjustments, of the investments selected by the Participant
                  for the investment adjustment of his or her Accounts, with
                  such adjustments to be made in the manner prescribed by the
                  Committee. Following such adjustment, the amounts credited to
                  a Participant's Accounts shall be increased to take into
                  account additional deferrals and contributions credited to
                  such Accounts since the preceding Valuation Date.

         (b)      Compensation Reduction Contributions. The amount credited
                  pursuant to Section 4.01(a) hereof for a Year as a
                  Compensation Reduction Contribution shall be allocated to the
                  Participant's Compensation Reduction Contribution Account as
                  of the date on which such Compensation Reduction Contribution
                  would otherwise have been paid to the Participant as
                  Compensation.

         (c)      Matching Contributions. Any Stock Units credited to a
                  Participant by an Employer pursuant to Section 4.01(b) or (c)
                  during a Year shall be allocated, as the case may be, to the
                  Participant's Matching Contribution Account or the
                  Participant's Additional Matching Contribution Account at such
                  time as may be determined by the Employer in its absolute
                  discretion, but no earlier than the last day of such Year.

         (d)      Discretionary Contributions. Any amounts credited to a
                  Participant by an Employer pursuant to Section 4.01(e) during
                  a Year shall be allocated to the Participant's Discretionary
                  Contribution Account at the time determined by the Employer in
                  its absolute discretion.

5.04     Stock Units

         (a)      General. For purposes of calculating the number of Stock Units
                  credited or deemed credited to a Participant's Accounts
                  pursuant to Section 5.03 (b) or (d), the price of a Stock Unit
                  shall be equal to one hundred percent (100%) of the closing
                  price on the New York Stock Exchange of a share of the
                  Company's common stock on the date on which the Stock Units
                  are credited or deemed credited to the Participant's Accounts
                  (or if no shares of the Company's common stock are traded on
                  such date, on the immediately preceding trading date). For
                  purposes of calculating the number of Stock Units credited to
                  a Participant's Accounts pursuant to Section 5.03 (c), the
                  price of a Stock Unit shall be equal to one hundred percent
                  (100%) of the average daily closing price on the New York
                  Stock Exchange of a Share of the Company's common stock for
                  the Year with respect to which the Stock Units are credited to
                  the Participant's Accounts,

                                       16


<PAGE>   17






                  provided that for Stock Units credited with respect to the
                  Year ending March 31, 2000, such average daily closing price
                  shall be calculated for the period beginning on January 1,
                  2000 and ending on such March 31, 2000.

         (b)      Voting Rights. A Participant shall not be entitled to any
                  voting rights with respect to the Stock Units credited or
                  deemed credited to his Accounts.

         (c)      Dividends. To the extent that a dividend is paid on the
                  Company's common stock, the Committee shall credit to the
                  Accounts of each Participant whose Accounts are invested or
                  deemed invested in Stock Units an amount equal to the value of
                  such dividends. Such amounts shall be credited to the
                  Participant's Accounts in the form of additional Stock Units
                  at a price equal to one hundred percent (100%) of the closing
                  price on the New York Stock Exchange of a share of the
                  Company's common stock on the date on which such dividend is
                  paid (or if no shares of the Company's common stock are traded
                  on such date, on the immediately preceding trading date).

         (d)      Dilution and Other Adjustments. In the event of any change in
                  the outstanding shares of common stock of the Company by
                  reason of any stock dividend, split, spin-off,
                  recapitalization, merger, consolidation, combination,
                  extraordinary dividend, exchange of shares or other similar
                  change, the Committee shall adjust the number or kind of Stock
                  Units then allocated or deemed allocated to the Participants'
                  Accounts as follows:

                  (1)      Subject to any required action by stockholders, the
                           number of Stock Units shall be proportionately
                           adjusted for any increase or decrease in the number
                           of issued shares of the Company's common stock
                           resulting from (i) a subdivision or consolidation of
                           shares, (ii) the payment of a stock dividend or (iii)
                           any other increase or decrease in the number of
                           shares effected without receipt of consideration by
                           the Company.

                  (2)      In the event of a change in the shares of the
                           Company's common stock as presently constituted,
                           which is limited to a change of par value into the
                           same number of shares with a different par value or
                           without par value, the shares of the Company's common
                           stock resulting from any such change shall be deemed
                           to be the shares of common stock within the meaning
                           of this Plan.

                  Any adjustments made by the Committee pursuant to this Section
                  5.04 shall be final, binding, and conclusive.

                  Except as hereinbefore provided in this Section 5.04, a
                  Participant to whose Account Stock Units are allocated shall
                  have no rights by reason of (i) any subdivision or
                  consolidation of the Company's stock or securities, (ii) the
                  payment of any stock dividend or (iii) any other increase or
                  decrease in the number of shares of stock of any class or by
                  reason of any dissolution, liquidation, reorganization,
                  merger, or consolidation or spinoff of assets or stock of
                  another corporation, and any issuance by the Company of
                  additional shares of stock (of any class), or securities


                                       17


<PAGE>   18




                  convertible into shares of stock (of any class), shall not
                  affect the number of Stock Units allocated to such
                  Participant's Accounts under this Plan.

                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

6.01     General

         Within thirty (30) days following the termination of a Participant's
         employment, the Committee (i) shall certify to the Trustee or the
         Treasurer of the Employer, as applicable, the total amount of the
         allocations to the credit of the Participant on the books of each
         Employer by which the Participant was employed at a time when amounts
         were credited by such Employer to his Accounts and the Participant's
         nonforfeitable interest in such Accounts, and (ii) shall determine
         whether the payment of the amounts credited to the Participant's
         Accounts under the Plan is to be paid directly by the applicable
         Employer, from the Trust Fund, or by a combination of such sources
         (except to the extent that the provisions of the Trust specify payment
         from the Trust Fund).

6.02     Payments of Benefits

         Payment of the nonforfeitable portion of the amounts credited to a
         Participant's Accounts shall be made in accordance with the following
         provisions:

         (a)      Death, Disability or Retirement. Payments made with respect to
                  a Participant's termination of employment on account of death,
                  Disability or "retirement" (as defined in the Trinity
                  Industries, Inc. Standard Pension Plan), shall be made in such
                  form as the Participant may elect from the following
                  alternatives:

                  (1)      In a lump sum;

                  (2)      In annual periodic payments for a specified number of
                           years, not in excess of 20, with the first payment to
                           be made no later than the sixtieth (60th) day
                           following the date on which the Participant's
                           termination of employment occurs and subsequent
                           payments to be made in the same calendar quarter of
                           each succeeding year, where the payment made during
                           each year shall be in an amount equal to a fraction
                           of the Participant's Account balances as of the last
                           day of the calendar quarter preceding the calendar
                           quarter in which the payment is made, and where such
                           fraction for each payment shall be one (1) divided by
                           the number of payments remaining (including the
                           current payment), and in which event the unpaid
                           balance shall continue to be adjusted as provided in
                           Section 5.03(a) until it is distributed in full; or

                  (3)      In any combination of the methods specified in
                           subparagraphs (1) or (2) of this paragraph (a).


                                       18


<PAGE>   19






                  Any election pursuant to this paragraph (a) must be made prior
                  to the date on which such Employee's Participation hereunder
                  first commences, with all payments to be made in the form of a
                  lump sum in the absence of a timely election and, except as
                  expressly provided otherwise in this Plan, shall be
                  irrevocable; provided, however, that a Participant may change
                  such election once during any Year, with the new election to
                  be effective for a distribution arising from termination of
                  employment of the Participant only if such distribution is to
                  be made or commence for more than twelve (12) months after the
                  date of the new election. The Committee shall, as of the last
                  day of the calendar quarter within which the Participant
                  terminates employment, certify to the Trustee or the Treasurer
                  of the Employer, as applicable, the method of payment selected
                  by the Participant.

         (b)      Termination of Employment. Payments with respect to a
                  Participant's termination of employment for reasons other than
                  death, Disability or "retirement" (as defined in the Trinity
                  Industries, Inc. Standard Pension Plan) shall be made in the
                  form of a lump sum.

         (c)      Prior Plan Elections. Notwithstanding the preceding provisions
                  of this Section 6.02 and with respect to an Employee who
                  became a Participant in the Prior Plan before the Effective
                  Date, such Participant's election with respect to the form of
                  payment made pursuant to the provisions of the Prior Plan
                  shall remain in effect unless changed by the Participant in
                  the manner and to the extent described in paragraph (a) above.

         (d)      Timing. Payment of amounts credited to a Participant's
                  Accounts must be made or commence by no later than the
                  sixtieth (60th) day following the date on which the
                  Participant's termination of employment occurs.

         The Trustee (to the extent provided in the Trust) or the Treasurer of
         the Employer, as applicable, shall thereafter make payments of benefits
         in the manner and at the times specified above, subject, however, to
         all of the other terms and conditions of this Plan and the Trust. This
         Plan shall be deemed to authorize the payment of all or any portion of
         a Participant's benefits from the Trust Fund to the extent such payment
         is required by the provisions of the Trust. Payments shall be made in
         cash or, to the extent that any amount to be distributed has been
         invested or deemed invested in Stock Units, in common stock of the
         Company; provided that any amount invested or deemed invested in
         fractional shares shall, in all events, be paid in cash.

6.03     Vesting of Benefits

         (a)      Death or Disability. If a Participant's termination of
                  employment is attributable to his death or Disability, he
                  shall be entitled to the entire amount then credited to his
                  Accounts.

         (b)      Termination of Employment. (1) Compensation Reduction
                  Contribution Account. If a Participant's termination of
                  employment is not attributable to his death or Disability, he
                  shall be entitled to the entire amount then credited to his
                  Compensation Reduction Contribution Account.


                                       19

<PAGE>   20






         (2)      Additional Matching Contribution Account. If a Participant's
                  termination of employment is not attributable to his death or
                  Disability, he shall be entitled to amounts credited to his
                  Additional Matching Contribution Account to the extent that
                  there have elapsed at least two (2) Plan Years following the
                  end of the Plan Year for which the Additional Matching
                  Contribution was made; provided, however, that if the
                  Participant terminates employment by reason of retirement on
                  or after age sixty-five (65), the Committee may, in its sole
                  discretion, authorize a distribution of the entire amount
                  credited to his Additional Matching Contribution Account;
                  provided, further, that if such termination of employment
                  occurs on or after a Change in Control, the Participant shall
                  be entitled to the entire amount credited to his Additional
                  Matching Contribution Account.

         (3)      Other Accounts. If a Participant's termination of employment
                  is not attributable to his death or Disability, he shall be
                  entitled to a "vested percentage" of the amounts credited to
                  his Matching Contribution Account and Discretionary
                  Contribution Account, if any, based on his years of Service as
                  follows:

<TABLE>
<CAPTION>
                                                       Vested                   Forfeited
                   Years of Service                  Percentage                 Percentage
                   -----------------                 ----------                 ----------
<S>                                                   <C>                       <C>
                   Less than 1                             0%                      100%
                   1 but less than 2                      20%                       80%
                   2 but less than 3                      40%                       60%
                   3 but less than 4                      60%                       40%
                   4 but less than 5                      80%                       20%
                   5 or more                             100%                        0%
</TABLE>

                  ; provided, however, that if the Participant terminates
                  employment by reason of retirement on or after age sixty-five
                  (65), the Committee may, in its discretion, authorize up to
                  full vesting of the entire amount credited to such Accounts;
                  provided, further, that if such termination of employment
                  occurs on or after a Change in Control, the Participant shall
                  under all circumstances be entitled to the entire amount
                  credited to such Accounts. Notwithstanding the preceding
                  provisions of this subparagraph (3), for amounts credited to a
                  Participant's Matching Contribution Account and Discretionary
                  Contribution Account, if any, pursuant to the terms of the
                  Prior Plan, if the Participant's termination of employment is
                  attributable to retirement on or after age sixty-five (65), he
                  shall under all circumstances be entitled to one hundred
                  percent (100%) of such amounts.

         (d)      Amount Credited. For purposes of this Section, the amount
                  credited to a Participant's Accounts at termination of
                  employment shall include any amounts to be credited pursuant
                  to Section 4.01 hereof for the Year of termination of
                  employment but not yet allocated.





                                       20

<PAGE>   21
6.04     Death


         If a Participant shall die while in the service of an Employer, or
         after termination of employment with the Employers and prior to the
         complete distribution of all amounts payable to him under the Plan, any
         remaining amounts payable to the Participant hereunder shall be payable
         to his Beneficiary. The Committee shall cause the Trustee (to the
         extent provided in the Trust) or the Treasurer of the Employer, as
         applicable, to pay to such Beneficiary all of the amounts then standing
         to the credit of the Participant in his Accounts, with such payment to
         be made at the time and in the manner specified in Section 6.02 hereof.

6.05     Plan Termination

         If the Plan is terminated pursuant to the provisions of Article X
         hereof, the Committee shall cause the Trustee or the Treasurer of the
         Employer, as applicable, to pay to all Participants all of the amounts
         then standing to their credit, with payment to be made at the time and
         in the manner specified in Section 6.02 hereof; provided, however, that
         if the Plan is terminated on or after a Change in Control, payment
         shall be made in the form of a lump sum which shall be paid no later
         than sixty (60) days following the date on which the Plan termination
         occurs, or, if elected by the Participant at least one full year prior
         to the date on which payment otherwise would have been made upon
         termination of the Plan, payment may be made in the form of five annual
         installments, with the first installment to be made no later than sixty
         (60) days following the date on which the termination occurs and the
         remaining installments to be paid no later than the last day of
         February of the next four successive calendar years. Each installment
         shall be in an amount equal to a fraction of the total balance in the
         Participant's Accounts as of the end of the immediately preceding
         calendar quarter, where the fraction shall be one (1) divided by the
         number of installments remaining to be paid (including the current
         installment), and where the unpaid balance shall continue to be
         adjusted as provided in Section 5.03(a) until it is distributed in
         full.

6.06     Designation of Beneficiary

         Each Participant from time to time may designate any person or persons
         (who may be designated contingently or successively and who may be an
         entity other than a natural person) as his Beneficiary or Beneficiaries
         to whom his Plan benefits are paid if he dies before receipt of all
         such benefits. Each Beneficiary designation shall be on a form
         prescribed by the Committee and will be effective only when filed with
         the Committee during the Participant's lifetime. Each Beneficiary
         designation filed with the Committee will cancel all Beneficiary
         designations previously filed with the Committee. The revocation of a
         Beneficiary designation, no matter how effected, shall not require the
         consent of any designated Beneficiary.

         If any Participant fails to designate a Beneficiary in the manner
         provided herein, or if the Beneficiary designated by a deceased
         Participant dies before him or before complete distribution of the
         Participant's benefits, the Committee, in its sole discretion, may
         direct the Trustee to distribute such Participant's benefits (or the
         balance thereof) to his surviving spouse or to either:


                                       21
<PAGE>   22


         (a)      any one or more of the next of kin of such Participant, and in
                  such proportions as the Committee determines; or

         (b)      the estate of the last to die of such Participant and his
                  Beneficiary or Beneficiaries.

6.07     In-Service Distributions

         No amounts credited to a Participant's Accounts shall be distributed to
         or on behalf of the Participant prior to the occurrence of one of the
         events specified in the provisions of this Article VI except as
         follows:

         (a)      A distribution may be made to or on behalf of the Participant
                  to the extent that the Committee, in its sole discretion,
                  consents to such distribution upon a showing, by the
                  Participant, of an unforeseeable emergency. For this purpose,
                  an "unforeseeable emergency" is defined as severe financial
                  hardship to the Participant resulting from a sudden and
                  unexpected illness or accident of the Participant or of a
                  dependent of the Participant, loss of the Participant's
                  property due to casualty, or other similar extraordinary and
                  unforeseeable circumstances arising as a result of events
                  beyond the control of the Participant. The circumstances that
                  will constitute an unforeseeable emergency will depend on the
                  facts of each case, but payment may not be made to the extent
                  that such hardship is or may be relieved--(i) through
                  reimbursement or compensation by insurance or otherwise, (ii)
                  by liquidation of the Participant's assets, to the extent that
                  the liquidation of such assets would not itself cause severe
                  financial hardship, or (iii) by cessation of deferrals under
                  the Plan.

         (b)      A lump sum distribution may be made to or on behalf of a
                  Participant at any time, but no more often than once during
                  any Year, of an amount equal to at least 25% of the
                  Participant's nonforfeitable Account balances, and in such
                  proportions from each such Account as the Participant may
                  request; provided, however, that (i) an amount equal to 10% of
                  the amount distributed from the Accounts of a Participant
                  pursuant to this paragraph shall be forfeited in the same
                  proportion from such Accounts at the time of the distribution
                  so that the amount distributed to the Participant pursuant to
                  this paragraph shall never exceed the amount of the
                  Participant's nonforfeitable Account balances minus the amount
                  so forfeited, and (ii) the compensation reduction agreement of
                  any Participant who receives a distribution pursuant to this
                  paragraph shall be suspended for one full year from the date
                  of such distribution.

6.08     Designated Distributions

         Prior to the beginning of a calendar year, a Participant may elect that
         all or any portion of the amount of any Compensation Reduction
         Contribution to be credited to the Participant's Compensation Reduction
         Contribution Account during such calendar year, be distributed to or on
         behalf of the Participant in the form of a lump sum in a subsequent
         calendar year designated by the Participant, which subsequent calendar
         year shall not be earlier than the third calendar year following the
         calendar


                                       22
<PAGE>   23


         year for which the election is made. The distribution shall be made no
         later than March 31 of the designated year. In the event of the
         Participant's termination of employment for any reason prior to the
         designated year, the election shall be void and of no effect.

                                   ARTICLE VII

                             NATURE OF PLAN; FUNDING

7.01     No Trust Required

         The adoption of this Plan and any setting aside of amounts by the
         Employers with which to discharge their obligations hereunder shall not
         be deemed to create a trust; legal and equitable title to any funds so
         set aside shall remain with the Employers, and any recipient of
         benefits hereunder shall have no security or other interest in such
         funds. Any and all funds so set aside shall remain subject to the
         claims of the general creditors of the Employers, present and future.
         This provision shall not require the Employers to set aside any funds,
         but the Employers may set aside funds if they choose to do so.

7.02     Funding of Obligation

         Section 7.01 above to the contrary notwithstanding, the Employers may
         elect to transfer assets to the Trust, the provisions of which shall at
         all times require the use of the Trust's assets to satisfy claims of an
         Employer's general unsecured creditors in the event of such Employer's
         insolvency and direct that no Participant shall at any time have a
         prior claim to such assets. The assets of the Trust shall not be deemed
         to be assets of this Plan.

                                  ARTICLE VIII

                                 ADMINISTRATION

8.01     Appointment of Committee

         The Board of Directors of the Company shall appoint a Plan Committee to
         administer, construe and interpret the Plan. Such Committee, or such
         successor Committee as may be duly appointed by such Board of
         Directors, shall serve at the pleasure of the Board of Directors. All
         usual and reasonable expenses of the Committee shall be paid by the
         Employers. Decisions of the Committee with respect to any matter
         involving the Plan shall be final and binding on the Company, its
         shareholders, each Employer and all officers and other executives of
         the Employers. For purposes of ERISA, the Committee shall be the Plan
         "administrator" with respect to the general administration of the Plan.

8.02     Duties of Committee

         The Committee shall maintain complete and adequate records pertaining
         to the Plan, including but not limited to Participants' Accounts,
         amounts transferred to the Trust, reports from the Trustee and all
         other records that shall be necessary or desirable in


                                       23
<PAGE>   24


         the proper administration of the Plan. The Committee shall furnish the
         Trustee such information as is required to be furnished by the
         Committee or the Company pursuant to the Trust. The Committee may
         employ such persons or appoint such agents to assist it in the
         performance of its duties as it may deem appropriate. If a member of
         the Committee is a Participant hereunder, such Committee member shall
         be precluded from participation in any decision relative to his
         benefits under the Plan.

8.03     Indemnification of Committee

         The Company (the "Indemnifying Party") hereby agrees to indemnify and
         hold harmless the members of the Committee (the "Indemnified Parties")
         against any losses, claims, damages or liabilities to which any of the
         Indemnified Parties may become subject to the extent that such losses,
         claims, damages or liabilities or actions in respect thereof arise out
         of or are based upon any act or omission of the Indemnified Party in
         connection with the administration of this Plan (other than any act or
         omission of such Indemnified Party constituting gross negligence or
         willful misconduct), and will reimburse the Indemnified Party for any
         legal or other expenses reasonably incurred by him or her in connection
         with investigating or defending against any such loss, claim, damage,
         liability or action. Promptly after receipt by the Indemnified Party of
         notice of the commencement of any action or proceeding with respect to
         any loss, claim, damage or liability against which the Indemnified
         Party believes he or she is indemnified, the Indemnified Party shall,
         if a claim with respect thereto is to be made against the Indemnifying
         Party, notify the Indemnifying Party in writing of the commencement
         thereof; provided, however, that the omission so to notify the
         Indemnifying Party shall not relieve it from any liability which it may
         have to the Indemnified Party to the extent the Indemnifying Party is
         not prejudiced by such omission. If any such action or proceeding shall
         be brought against the Indemnified Party, and it shall notify the
         Indemnifying Party of the commencement thereof, the Indemnifying Party
         shall be entitled to participate therein, and, to the extent that it
         shall wish, to assume the defense thereof, with counsel reasonably
         satisfactory to the Indemnified Party, and, after notice from the
         Indemnifying Party to the Indemnified Party of its election to assume
         the defense thereof, the Indemnifying Party shall not be liable to such
         Indemnified Party for any legal or other expenses subsequently incurred
         by the Indemnified Party in connection with the defense thereof other
         than reasonable costs of investigation or reasonable expenses of
         actions taken at the written request of the Indemnifying Party. The
         Indemnifying Party shall not be liable for any compromise or settlement
         of any such action or proceeding effected without its consent, which
         consent will not be unreasonably withheld.

8.04     Unclaimed Benefits

         During the time when a benefit hereunder is payable to any Participant
         or Beneficiary, the Committee may, at its own instance, mail by
         registered or certified mail to such Participant or Beneficiary, at his
         last known address, a written demand for his then address, or for
         satisfactory evidence of his continued life, or both. If such
         information is not furnished to the Committee within twelve (12) months
         from the mailing of such demand, then the Committee may, in its sole
         discretion, declare such benefit, or any unpaid portion thereof,
         suspended, with the result that such


                                       24
<PAGE>   25


         unclaimed benefit shall be treated as a Forfeiture for the Year with or
         within which such twelve (12)-month period ends, but shall be subject
         to restoration through an Employer contribution if the lost Participant
         or Beneficiary later files a claim for such benefit.

                                   ARTICLE IX

                                  MISCELLANEOUS

9.01     Nonguarantee of Employment

         Nothing contained in this 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.

9.02     Nonalienation of Benefits

         Benefits payable under this 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.

9.03     No Preference

         No Participant shall have any preference over the general creditors of
         an Employer in the event of such Employer's insolvency.

9.04     Incompetence of Recipient

         If the Committee receives evidence satisfactory to it that any person
         entitled to receive a payment hereunder is, at the time the benefit is
         payable, physically, mentally or legally incompetent to receive such
         payment and to give a valid receipt therefor, and that an individual or
         institution is then maintaining or has custody of such person and that
         no guardian, committee or other representative of the estate of such
         person has been duly appointed, the Committee may direct that such
         payment be paid to such individual or institution maintaining or having
         custody of such person, and the receipt of such individual or
         institution shall be valid and a complete discharge for the payment of
         such benefit.

9.05     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.


                                       25
<PAGE>   26


9.06     Claims Procedure/Arbitration

         If any person (hereinafter called the "Claimant") feels that he or she
         is being denied a benefit to which he or she is entitled under this
         Plan, such Claimant may file a written claim for said benefit with the
         Committee. Within sixty (60) days following the receipt of such claim
         the Committee shall determine and notify the Claimant as to whether he
         or she is entitled to such benefit. Such notification shall be in
         writing and, if denying the claim for benefit, shall set forth the
         specific reason or reasons for the denial, make specific reference to
         the pertinent provisions of this Plan, and advise the Claimant that he
         or she may, within sixty (60) days following the receipt of such
         notice, in writing request to appear before the Committee or its
         designated representative for a hearing to review such denial. Any such
         hearing shall be scheduled at the mutual convenience of the Committee
         or its designated representative and the Claimant, and at any such
         hearing the Claimant and/or his or her duly authorized representative
         may examine any relevant documents and present evidence and arguments
         to support the granting of the benefit being claimed. The final
         decision of the Committee with respect to the claim being reviewed
         shall be made within sixty (60) days following the hearing thereon, and
         the Committee shall in writing notify the Claimant of said final
         decision, again specifying the reasons therefor and the pertinent
         provisions of this Plan upon which said final decision is based. The
         final decision of the Committee shall be conclusive and binding upon
         all parties having or claiming to have an interest in the matter being
         reviewed.

         Any dispute or controversy arising out of, or relating to, the payment
         of benefits pursuant to this Plan shall be settled by arbitration in
         Dallas, Texas (or, if applicable law requires some other forum, then
         such other forum) in accordance with the rules then obtaining of the
         American Arbitration Association. The District Court of Dallas County,
         Texas or, as the case may be, the United States District Court for the
         Northern District of Texas shall have jurisdiction for all purposes in
         connection with any such arbitration. Any process or notice of motion
         or other application to either of said courts, and any paper in
         connection with arbitration, may be served by certified mail, return
         receipt requested, or by personal service or in such other manner as
         may be permissible under the rules of the applicable court or
         arbitration tribunal, provided a reasonable time for appearance is
         allowed. Arbitration proceedings must be instituted within one (1) year
         after the claimed breach occurred, and the failure to institute
         arbitration proceedings within such period shall constitute an absolute
         bar to the institution of any proceedings, and a waiver of all claims,
         with respect to such breach.

9.07     Reimbursement of Costs

         In the event that a dispute arises between a Participant or Beneficiary
         and the Company or other Employer with respect to the payment of
         benefits hereunder, and attorney's fees, expenses and costs are
         incurred by either party in the course of litigation or otherwise, the
         party against whom the other party has been successful in such dispute
         shall reimburse such other party for the full amount of any such
         attorneys' fees, expenses and costs.


                                       26
<PAGE>   27


9.08     Acceleration of Payment

         In the event that the Internal Revenue Service formally assesses a
         deficiency against a Participant on the grounds that an amount credited
         to such Participant's Accounts under this Plan is subject to Federal
         income tax (the "Reclassified Amount") earlier than the time payment
         otherwise would be made to the Participant pursuant to this 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.

                                    ARTICLE X

                        AMENDMENTS OR TERMINATION OF PLAN

     The Board of Directors of the Company shall have the power and right from
time to time to modify, amend, supplement, suspend or terminate the Plan as it
applies to each Employer, provided that no such change in the Plan may deprive a
Participant of the amounts allocated to his or her accounts or be retroactive in
effect to the prejudice of any Participant.

     Any provision of this Plan to the contrary notwithstanding, no action to
modify, amend, supplement, suspend or terminate the Plan on or after the date of
a Change in Control shall be effective without the consent of a majority of the
Participants in the Plan at the time of such action.

                                   ARTICLE XI

                WITHDRAWING EMPLOYERS; TRANSFER TO SUCCESSOR PLAN

11.01    Withdrawing Employers

         In the event that a Participating Employer elects to discontinue or
         revoke its participation in this Plan:

         (a)      the Company shall cause to be prepared a new plan (the
                  "Successor Plan") for the withdrawing Participating Employer,
                  the terms of which shall be identical to the terms of this
                  Plan;

         (b)      the Company shall transfer, deliver and assign any and all
                  benefit obligations under this Plan which relate to
                  Participants who are employees of the withdrawing
                  Participating Employer or its subsidiaries to the Successor
                  Plan; and

         (c)      the withdrawing Participating Employer shall be deemed to have
                  consented to the adoption of the Successor Plan.

         For purposes of this provision, the Successor Plan shall treat all
         benefit obligations described under (b) above as if they had accrued
         due to an individual's service with the withdrawing Participating
         Employer. Subsequent to the withdrawing Participating Employer's
         adoption of the Successor Plan, and the transfer of benefit obligations
         from this Plan to the Successor Plan, Participants whose benefits were


                                       27
<PAGE>   28


         transferred to the Successor Plan shall not be entitled to receive any
         amounts from this Plan which relate to benefit obligations which
         accrued prior to the transfer.

11.02    Transfer to Successor Plan

         Any provision of this Plan to the contrary notwithstanding, in the
         event that:

         (a)      the employment of a Participant with the Company or other
                  Participating Employer is terminated in connection with the
                  sale, spin-off or other disposition of a direct or indirect
                  subsidiary of the Company or a sale or other disposition of
                  assets of the Company or the assets of a direct or indirect
                  subsidiary of the Company (the "Transaction");

         (b)      in connection with the Transaction, such terminated
                  Participant becomes employed by the subsidiary that is sold,
                  spun-off or otherwise disposed of, the purchaser of the
                  subsidiary or assets or other surviving entity in the
                  Transaction, as the case may be, or an affiliate thereof, (the
                  "Successor Employer"); and

         (c)      in connection with and effective as of or prior to the closing
                  of the Transaction, the Successor Employer establishes a new
                  plan, the terms of which are substantially identical to the
                  terms of this Plan and which treat all benefit obligations
                  which relate to the Participant (including those transferred
                  to the Successor Plan pursuant to the provisions of this
                  Section) as if they had accrued due to the Participant's
                  service with the Successor Employer (the "Successor Plan"),
                  and a new rabbi trust, the terms of which are substantially
                  identical to the terms of the Trust (the "Successor Trust"),

         then the Participant shall not be entitled to a distribution of
         benefits from this Plan on account of such termination of employment,
         and the Company or other Participating Employer which formerly employed
         the Participant and which maintains an Account or Accounts for such
         Participant under this Plan shall transfer, deliver and assign to the
         Successor Plan and Successor Employer as of the date the Participant
         becomes employed by the Successor Employer any and all benefit
         obligations under this Plan which relate to the Participant, and
         effective with and subsequent to the adoption of the Successor Plan by
         the Successor Employer and the transfer of the Participant's benefit
         obligations from this Plan to the Successor Plan, the Participant whose
         benefits were transferred to the Successor Plan shall not be entitled
         to receive any amounts from this Plan which relate to benefit
         obligations which accrued prior to the transfer. The preceding
         provisions to the contrary notwithstanding, the provisions of this
         Section 11.02 shall not be effective for Transactions that occur on or
         after the date of a Change in Control without the written consent of a
         majority of the Participants in the Plan at such time.


                                       28
<PAGE>   29


     IN TESTIMONY WHEREOF, TRINITY INDUSTRIES, INC. has caused this instrument
to be executed in its name and on its behalf, by the officer thereunto duly
authorized, this 16 day of November, 1999, effective as of January 1, 2000.

                                       TRINITY INDUSTRIES, INC.


                                       By: /s/ MJ LINTNER
                                          --------------------------------------
                                       Title:  VP of Human Resources
                                              ----------------------------------


ATTEST:

     [ILLEGIBLE]
- --------------------------



THE STATE OF TEXAS                   )
                                     )
COUNTY OF DALLAS                     )

     This instrument was acknowledged before me on the 16th day of November,
1999, by M.J. Linter of TRINITY INDUSTRIES, INC., a Delaware corporation, on
behalf of said corporation.


[SEAL]                                 /s/ KATHLEEN L. SOUTHMAYD
                                       -----------------------------------------
                                       Notary Public in and for
                                       the State of Texas

My Commission Expires:                 Printed Name of Notary:

     06/24/2003                        Kathleen L. Southmayd
- --------------------------             -----------------------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSULTING AGREEMENT - W. R. WALLACE
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.14


                              CONSULTING AGREEMENT


          THIS CONSULTING AGREEMENT (the "Agreement") is entered into effective
as of the 1st day of January, 1999 (the "Effective Date"), by and between
Trinity Industries, Inc., a Delaware corporation (the "Company") and W. Ray
Wallace (the "Consultant").

                                    RECITALS

          A. Consultant is retiring as Chief Executive Officer of the Company
and Chairman of the Board of Directors of the Company (the "Board") effective as
of December 31, 1998, and will remain as a director of the Company.

          B. Consultant possesses certain experience, knowledge and skills and
certain historic information regarding the operation of the Company which the
Board and the successor Chief Executive Officer ("CEO") desire to retain the
ability to use, as needed.

          C. Consultant has agreed to serve as a consultant for the Company and
to provide such consulting services as requested from time to time by the Board
and CEO during the term of this Agreement.

          NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

          1. Consulting Relationship. The Board hereby retains Consultant and
Consultant hereby agrees to be retained by the Board as an employee of the
Company.

          2. Consulting Services. Consultant agrees that during the term of this
Agreement, he shall perform such consulting services as requested by the Board
or CEO from time to time, subject to the following:

                   (a) Consultant shall be available to render consulting
          services to the Company under this Agreement as the Board or CEO shall
          request.

                   (b) The parties understand and agree that Consultant shall
          report directly to the Board and CEO. Consultant may perform the
          consulting services hereunder at places other than the principal
          offices of the Company.

                   (c) Consultant shall not be required to provide more than
          two-hundred forty (240) hours of service per year under this
          Agreement.



<PAGE>   2


3. Consulting Fees and Other Emoluments


          (a) The Company agrees to pay Consultant for his services under this
Agreement the sum of $10,000 per month, beginning on January 1, 1999 payable
semi-monthly, whether or not services are actually rendered under this
Agreement.

          (b) During the term hereof, Consultant shall be entitled to
emoluments, which will be provided either directly by the Company or by
reimbursement to the Consultant, as follows:

                   (i) The Company will provide Consultant with a furnished
office of a comparable size and character to that occupied by Consultant prior
to his retirement as Chairman and Chief Executive Officer of the Company,
provided such office space is located, in a building of Consultant's choice, in
the Preston Center, Turtle Creek, Crescent or downtown area of Dallas, Texas.

                   (ii) The Company will provide a company employee of
Consultant's choice to serve as an assistant providing secretarial and
administrative services.

                   (iii) The Company will provide expenses related to
Consultant's operation of his automobile, including regular maintenance and
upkeep.

                   (iv) Consultant shall also be entitled to use one of the
Company's airplanes for up to ten (10) hours a month at reasonable times, upon
reasonable notice and consistent with the Company's other requirements.

                   (v) Consultant shall be entitled to reimbursement for any and
all reasonable expenses incurred by Consultant on behalf of the Company.

          (c) Additionally, the Company will provide medical coverage for
Consultant for the remainder of Consultant's life, substantially equivalent to
such coverage in effect for Consultant immediately prior to his retirement. This
obligation of the Company shall survive any termination of the Agreement.

4. Board Membership

          (a) The Board will designate Consultant as Chairman Emeritus of the
Company effective as of the date of Consultant's retirement and resignation on
December 31, 1998, and such designation will continue during the term, and
survive any termination, of the Agreement.

          (b) Consultant shall continue to serve as a member of the Board during
the term of the Agreement, provided Consultant is eligible to have his name
placed



                                       2
<PAGE>   3


in nomination for re-election to the Board and is duly elected to the Board at
each Annual Meeting of the Company's stockholders.

5. Term of Agreement

          (a) The initial term of this Agreement shall commence on January 1,
1999 and shall continue in full force and effect for a period of three (3)
years, ending on December 31, 2001 (the "Ending Date"), provided, however, the
Ending Date of the Agreement is automatically extended for an additional period
of one (1) year beginning December 31, 1999 and on each December 31st following
thereafter, unless either party notifies the other in writing of his or its
intent to terminate the Agreement (the "Notice"). The Notice will cause the
Agreement to terminate as of the second anniversary date of the Notice, and the
Notice shall be given on or before December 31st during any term of the
Agreement.

          (b) This Agreement shall terminate upon the death of Consultant. In
addition, if Consultant becomes totally disabled (as hereinafter defined), the
Board may, in its discretion, at any time after such total disability, upon five
(5) days' prior written notice to Consultant, terminate this Agreement. "Total
disability" shall mean a physical or mental incapacity of such a nature that it
prevents Consultant from performing the consulting services requested by the
Board on a continuing and sustained basis for a period of more than six (6)
substantially consecutive months.

          (c) Upon the termination of this Agreement, all the liabilities and
obligations of the Company and Consultant under the Agreement shall cease,
except as follows:

                   (i) The Company shall remain obligated to pay Consultant any
fees, expense reimbursements or other amounts owing for periods prior to the
date of termination of this Agreement.

                   (ii) The Company shall remain subject to the obligations
imposed by paragraphs 3(c) and 4(a).

6. Miscellaneous Provisions

          (a) All tangible materials (whether original or duplicates), other
information in the possession or control of Consultant and all knowledge
acquired by Consultant which in any way relate or pertain to the Company's
business, including the business of any subsidiaries or affiliates of the
Company, whether furnished to Consultant by the Company or prepared, compiled or
acquired by Consultant while an employee of the Company or during the term of
this Agreement and which derive economic value from not being generally known to
the public or to people who can obtain economic value from their use or



                                       3
<PAGE>   4


development, shall be preserved by Consultant as confidential material,
information or knowledge and shall not be disclosed to others, either during the
term of this Agreement or thereafter, without the prior written consent of the
Board.

          (b) If any provision of this Agreement shall, for any reason, be
adjudged by any court of competent jurisdiction to be invalid or unenforceable,
such judgment shall not affect, impair, or invalidate the remainder of this
Agreement but shall be confined in its operation to the provisions of this
Agreement directly involved in the controversy in which such judgment shall have
been rendered. To the extent that the provisions of this Agreement are adjudged
to be invalid or unenforceable, this Agreement shall be construed and (in the
absence of such construction) reformed so as to allow the maximum benefit of the
provisions of this Agreement permitted by law.

          (c) All notices and other communications hereunder must be delivered
in writing and shall be deemed to have been given if delivered by hand or mailed
by first class, registered mail, return receipt requested, postage and
registered fees prepaid, and addressed as follows:

                   (i)      if to the Company:

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


                   (ii)     if to Consultant:

                            W. Ray Wallace
                            4011 Miramar
                            Dallas, Texas 75205

          (d) This Agreement embodies the entire understanding between the
parties hereto respecting the subject matter hereof and no change, alteration or
modification may be made except by authorization of the Board and except in
writing signed by both parties hereto.

          (e) This Agreement shall in all respects be construed and enforced in
accordance with the laws of the State of Texas.

          (f) Any successor to the Company shall be bound by the terms of this
Agreement in the same manner and to the same extent as the Company, and this
Agreement shall be binding upon Consultant, his heirs and legal representatives.



                                       4
<PAGE>   5


                   IN WITNESS WHEREOF, the Company and Consultant have each duly
executed this Agreement the 23rd day of December, 1998, effective as of the date
and year first written above.

                                         COMPANY:

                                         TRINITY INDUSTRIES, INC.


                                         By: /s/ JESS T. HAY
                                            ------------------------------------
                                            Chairman, Human Resources Committee
                                            of the Board of Directors

                                         CONSULTANT:

                                          /s/ W. RAY WALLACE
                                         ---------------------------------------
                                              W. Ray Wallace

                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>LISTING OF SUBSIDIARIES OF THE REGISTRANT
<TEXT>

<PAGE>   1
                                                                      EXHIBIT 21

                            Trinity Industries, Inc.
                    Listing of Subsidiaries of the Registrant

The Registrant has no parent.

At March 31, 2000, the operating subsidiaries of the Registrant were:

<TABLE>
<CAPTION>
                                                                                                 Percentage of
                                                                                   Organized   voting securities
                                                                                   under the     owned by the
                              Name of subsidiary                                    laws of       Registrant
- -------------------------------------------------------------------------------- ------------- -----------------
<S>                                                                              <C>                <C>
Excell Materials, Inc.                                                           Delaware           100%
Helmsdale AG                                                                     Switzerland        100%
International Industrial Indemnity Co.                                           Vermont            100%
MCT Holdings, Inc.                                                               Delaware           100%
McConway and Torley Corporation                                                  Pennsylvania       100%
Railcar Services International OY                                                Finland             70%
Reunion General Agency, Inc.                                                     Texas              100%
S.C. Apromat                                                                     Romania             50%
S.C. Astra Vagoane S.A. - Arad                                                   Romania             82%
S.C. ICPV S.A. - Arad                                                            Romania             62%
S.C. MEVA S.A. - Drobeta Turnu Severin                                           Romania             70%
Standard Forged Products, Inc.                                                   Delaware           100%
Syro, Inc                                                                        Ohio               100%
Transit Mix Concrete - Baytown, Inc.                                             Texas              100%
Transit Mix Concrete & Materials Company                                         Delaware           100%
Transit Mix Concrete & Materials Company of Louisiana                            Louisiana          100%
Trinity Argentina S.R.L.                                                         Argentina           90%
Trinity DIFCO, Inc                                                               Delaware           100%
Trinity Casteel, Inc.                                                            Delaware           100%
Trinity E-Ventures, Inc.                                                         Delaware           100%
Trinity Equipment Co., Inc                                                       Delaware           100%
Trinity Equipment Manufacturing Co.                                              Delaware           100%
Trinity Financial Services, Inc.                                                 Delaware           100%
Trinity Fitting & Flange Group, Inc.                                             Delaware           100%
Trinity Industries Buffalo, Inc.                                                 Delaware           100%
Trinity Industries de Mexico SA de CV                                            Mexico             100%
Trinity Industries do Brasil, Ltda.                                              Brazil             100%
Trinity Industries GmbH                                                          Switzerland        100%
Trinity Industries Leasing Company                                               Delaware           100%
Trinity Industries Rail do Brasil, Ltda.                                         Brazil             100%
Trinity Industries Real Properties, Inc.                                         Delaware           100%
Trinity Industries Transportation, Inc.                                          Texas              100%
Trinity Marine Products, Inc.                                                    Delaware           100%
Trinity Materials, Inc.                                                          Delaware           100%
Trinity Mobile Railcar Repair, Inc.                                              Delaware           100%
Trinity Rail, Inc.                                                               Delaware           100%
Trinity Rail Management, Inc.                                                    Delaware           100%
Transcisco Trading Company                                                       Delaware           100%
Trinity Rail Services, Inc.                                                      California         100%
Transcisco Trading Company                                                       Delaware           100%
Waldorf Properties, Inc.                                                         Delaware           100%
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>

<PAGE>   1




                                                                    EXHIBIT (23)


                         Consent of Independent Auditors


         We consent to the incorporation by reference in Post-Effective
Amendment No. 3 to the Registration Statement (Form S-8, No. 2-64813),
Post-Effective Amendment No. 1 to the Registration Statement (Form S-8, No.
33-10937), Registration Statement (Form S-8, No. 33-35514), Registration
Statement (Form S-8, No. 33-73026), Registration Statement (Form S-8, No.
333-77735), Registration Statement (Form S-8, No. 333-91067), of Trinity
Industries, Inc. and in the related Prospectuses of our report dated May 16,
2000 with respect to the consolidated financial statements and schedule of
Trinity Industries, Inc. included in this Annual Report (Form 10-K) for the year
ended March 31, 2000.



                                                               ERNST & YOUNG LLP



Dallas, Texas
June 2, 2000




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          MAR-31-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                          16,900
<SECURITIES>                                         0
<RECEIVABLES>                                  349,800
<ALLOWANCES>                                         0
<INVENTORY>                                    360,600
<CURRENT-ASSETS>                                     0
<PP&E>                                       1,304,900
<DEPRECIATION>                               (491,700)
<TOTAL-ASSETS>                               1,738,500
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        43,800
<OTHER-SE>                                     971,300
<TOTAL-LIABILITY-AND-EQUITY>                 1,738,500
<SALES>                                              0
<TOTAL-REVENUES>                             2,740,600
<CGS>                                                0
<TOTAL-COSTS>                                2,278,200
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              20,400
<INCOME-PRETAX>                                262,877
<INCOME-TAX>                                    97,400
<INCOME-CONTINUING>                            165,500
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   165,500
<EPS-BASIC>                                       4.17
<EPS-DILUTED>                                     4.15


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
