Trinity Industries Inc – ‘10KT405’ for 12/31/01 – EX-10.12.1

On:  Wednesday, 3/20/02   ·   For:  12/31/01   ·   Accession #:  950134-2-2346   ·   File #:  1-06903

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Annual-Transition Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KT405     Form 10-K Transition Report for December 31, 2001     52    315K 
 2: EX-3.1      Certificate of Incorporation                          28     64K 
 3: EX-3.2      By-Laws                                               24     60K 
 4: EX-10.11.1  Amendment No. 2 to Defined Plan for Director Fees      1      8K 
 5: EX-10.12.1  Amendment No. 1 to 1998 Stock Option Plan              1      9K 
 6: EX-10.13    Form of Deferred Compensation Plan and Agreement       6     30K 
 7: EX-10.16.1  Participation Agreement (Trl 1 2001-1A)              104    389K 
 8: EX-10.16.2  Equipment Lease Agreement (Trl 1 2001-1B)             72    251K 
 9: EX-10.16.3  Participation Agreement (Trl 1 2001-1B)               98    381K 
10: EX-10.16.4  Equipment Lease Agreement (Trl 1 2001-1C)             72    228K 
11: EX-10.16.5  Participation Agreement (Trl 1 2001-1C)              111    407K 
12: EX-10.17.2  2nd Amendment to Credit Agreement                     26     65K 
13: EX-10.17.3  3rd Amendment to Credit Agreement                     17     32K 
14: EX-10.18.1  1st Amendment to Term Credit Agreement                20     50K 
15: EX-10.18.2  2nd Amendment to Term Credit Agreement                13     25K 
16: EX-21       Listing of Subsidiaries                                2     13K 

EX-10.12.1   —   Amendment No. 1 to 1998 Stock Option Plan

EX-10.12.1
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                                                                 EXHIBIT 10.12.1

AMENDMENT NO.1 TO 
1998 STOCK OPTION AND INCENTIVE PLAN

       The Trinity Industries, Inc. 1998 Stock Option and Incentive Plan, as
amended from time to time (the "Plan"), is hereby amended by this Amendment No. 
1, effective as of December 9, 1999.                                            

      Any term which is not defined below shall have the meaning set forth
for such term in the Plan.                                                      

      1. Section 11 of the Plan is hereby amended and restated as follows:

                  Non-transferability of Stock Options. A stock option shall not
   be transferable otherwise than by will or the laws of descent and
        distribution, and a stock option may be exercised, during the lifetime
of the Optionee, only by the Optionee; provided, however, a   
         Non-qualified Stock Option may be transferred to one or more members of
         the immediate family of the Optionee, to a trust for the benefit of one
or more members of the immediate family of the Optionee, to a 
         partnership, the sole partners of which are the Optionee and members of
    the immediate family of the Optionee, or a foundation in which the
      Optionee controls the management of the assets. Upon any transfer, a
         stock option will remain subject to all the provisions of this Plan and
         the option agreement, including the provisions regarding termination of
 rights with respect to the stock option upon termination of the
        Optionee's employment, and the transferee shall have all of the rights
        of and be subject to all of the obligations and limitations applicable
   to the Optionee with respect to the stock option, except that the
      transferee may further transfer the stock option only to a person or
         entity that the Optionee is permitted to transfer the stock option. Any
 attempted assignment, transfer, pledge, hypothecation, or other
         disposition of a stock option contrary to the provisions hereof, or the
    levy of any execution, attachment, or similar process upon a stock
option shall be null and void and without effect.             

 IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by a duly authorized officer of the Company as of the day and year     
first above written.                                                            

                                      TRINITY INDUSTRIES, INC.

                               BY: /s/ ILLEGIBLE
                                                 -----------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10KT405’ Filing		Date		Other Filings
Filed on:		3/20/02		8-K,  S-3
For Period End:		12/31/01		11-K
		12/9/99
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