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EXHIBIT 10.7.1
AMENDMENT NO. 1 TO THE
TRINITY INDUSTRIES, INC.
SUPPLEMENTAL PROFIT SHARING
AND DEFERRED DIRECTOR FEE TRUST
THIS AGREEMENT is made as of this 27th day of December, 2000 by
and
between TRINITY INDUSTRIES, INC., a
Delaware corporation, (the "Company"), and
THE CHASE MANHATTAN BANK, N.A., a Delaware
corporation (the "Trustee");
WHEREAS, the Company and the Trustee previously executed THE
TRINITY
INDUSTRIES, INC. SUPPLEMENTAL PROFIT
SHARING AND DEFERRED DIRECTOR FEE TRUST
(the "Trust") effective April 1, 1999;
and
WHEREAS, the Company desires to amend the Trust to permit the
Company
to set aside assets to find certain
additional plans under the Trust; and
WHEREAS, the Company and the Trustee desire to amend the Trust
pursuant
to the authority reserved in Section
13;
NOW, THEREFORE, the sections of the Trust set forth below are
amended
as follows, but all other sections of the
Trust shall remain in full force and
effect.
1. Section 1(e) is hereby amended by adding the following paragraph
to
the end thereof:
"The Company and/or the Employers, in their sole discretion, also
may
at any time, or from time to time, make additional deposits of cash
or
other property in trust with the Trustee to augment the principal
to be
held, administered and disposed of by the Trustee for purposes
of
funding the benefits to certain employees pursuant to the
Additional
Plans. Notwithstanding the preceding paragraph, neither the Company
nor
the Employers shall be required to make any contributions with
respect
to the Additional Plans."
2. Section 2(a) is hereby amended by revising the last sentence to
be
and read as follows:
"The Trustee shall make provision for the withholding of any
federal,
state or local taxes that may be required to be withheld with
respect
to the payment of benefits pursuant to the terms of the Additional
Plan
and shall pay amounts withheld to the Company or an employer who
shall
determine that such amounts have been reported to the taxing
authorities as applicable."
3. Section 2(a) is hereby further amended by adding the
following
paragraph to the end thereof:
1
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"In the event that the
Company or an Employer elects to make
contributions to the Trust with respect to one or more of the
Additional Plans, the Committee of each Additional Plan (or, if
no
Committee is designated, the Company) shall deliver to the Trustee
a
payment schedule that indicates the amounts payable in respect of
each
Additional Plan participant (and his or her beneficiaries),
that
provides a formula or other instructions acceptable to the Trustee
for
determining the amounts so payable, the form in which such
amount
