STOCK PURCHASE AGREEMENT

Exhibit 10.3

STOCK PURCHASE AGREEMENT

entered into

April 20, 2005,

by and among,

THE GREENBRIER COMPANIES, INC.,

a Delaware corporation,

WILLIAM A. FURMAN,

GEORGE L. CHELIUS,

as Executor of the Will and Estate of Alan James and as Trustee,

and

ERIC EPPERSON,

as Executor of the Will and Estate of Alan James and as Trustee

Table of Contents

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 20, 2005, by and among George L. Chelius and Eric Epperson, not in their individual capacities but solely in their capacities as Executors (each a “Representative” and together the “Representatives”) of the will and estate of Alan James (“James”) pursuant to Letters Testamentary (“Letters Testamentary”)(Case Number 050290219), dated February 17, 2005, issued by the Circuit Court of the State of Oregon for the County of Multnomah (the “Estate”) and, to the extent provided in Section 3.12 of the Settlement Agreement (as defined herein), as Trustees of a Trust referred to in Section 3.12 of the Settlement Agreement), William A. Furman (“Furman,” and together with the Representatives, the “Sellers”) and The Greenbrier Companies, Inc., a Delaware corporation (the “Company”), (the Sellers and the Company sometimes referred to collectively as the “Parties” or individually as a “Party”).

W   I   T   N   E   S   S   E   T   H

WHEREAS, Furman is the beneficial owner of 3,918,000 shares (the “Furman Shares”) of the common stock of the Company, par value $0.001 per share (the “Common Stock”);

WHEREAS, James died on January 28, 2005 and at the time of his death he owned 3,918,000 shares of Common Stock which are currently vested in the beneficiaries of the Estate, subject to administration of the Estate by the Representatives;

WHEREAS, the Representatives desire to sell, and the Company desires to purchase, up to 3,915,000 shares of Common Stock (the “Estate Shares”), pursuant to the terms and conditions of this Agreement;

WHEREAS, the Company, the Representatives and Furman have entered into that certain Settlement Agreement, dated as of April 20, 2005 (the “Settlement Agreement”) pursuant to which the parties have agreed to resolve certain litigation, claims and other matters, all as provided in the Settlement Agreement;

WHEREAS, pursuant to the terms of the Settlement Agreement, the Parties have agreed to enter into this Agreement;

WHEREAS, pursuant to the terms of the Settlement Agreement, the Company shall file a prospectus supplement (the “Prospectus Supplement”), substantially in the form of the draft dated April 20, 2005 delivered to the Representatives but may be amended to reflect such changes as the Company and the Underwriters (as defined below) deem reasonably necessary or appropriate, for a primary public equity offering from its existing shelf registration statement of 4,500,000 shares of Common Stock plus shares issuable upon exercise of the Underwriters’ overallotment option (the “Offering”) of Common Stock and, under certain terms and conditions, to purchase the shares of Common Stock from Furman and the Representatives pursuant to the terms and conditions of this Agreement, provided , that the Company shall be able to upsize or downsize the offering as provided herein; and

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WHEREAS, in connection with the Offering, the Company intends to enter into an Underwriting Agreement (the “Underwriting Agreement”), by and among the underwriters listed therein (the “Underwriters”), substantially similar to the draft dated April 20, 2005 delivered to the Estate.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF SHARES

Section 1. 1   Sale and Transfer of Shares .

(a)                                   On the First Closing Date (as defined herein) and upon the terms and subject to the conditions set forth in this Agreement, Furman shall sell, assign, transfer, convey and deliver to the Company 1,500,000 Furman Shares (the “Primary Furman Shares”), subject to adjustment pursuant to Sections 1.2, 1.3 and 1.4 hereof, free and clear of any and all liens (including liens for taxes), charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever, other than pursuant to the Stockholders’ Agreement, dated as of July 1, 1994, by and between Alan James and Furman, as amended (the “Stockholders’ Agreement”), the Settlement Agreement and the Stockholder Rights Plan, dated as of July 13, 2004, by and between the Company and Equiserve Trust Company, N.A., as amended (the “Stockholder Rights Plan”) (collectively, “Encumbrances”).

(b)                                  On the First Closing Date and upon the terms and subject to the conditions set forth in this Agreement, the Representatives shall sell, assign, transfer, convey and deliver to the Company 3,166,667 Estate Shares (the “Primary Estate Shares,” and together with the Primary Furman Shares, the “Primary Shares”), subject to adjustment pursuant to Sections 1.2, 1.3 and 1.4 hereof, free and clear of all Encumbrances.

(c)                                   Each of the Sellers hereby consents to the sale of the other Seller’s Common Stock to the Company pursuant to this Agreement (whether pursuant to Section 1.1, 1.2, 1.3 or 1.4), and the respective consents include but are not limited to, the consent and waiver of the right of first refusal with respect to such sale contained in Section 5.02 of the Stockholders’ Agreement.

(d)                                  The purchase price per share for each Primary Furman Share sold pursuant to Section 1.1(a) shall be the Net Offering Price (as defined herein).

(e)                                   Subject to adjustment pursuant to Sections 1.2, 1.3 and 1.4 hereof, the purchase price per share for the first 1,500,000 Primary Estate Shares sold pursuant to Section 1.1(b) shall be the Net Offering Price and the purchase price per share for the remaining 1,666,667 Primary Estate Shares sold pursuant to Section 1.1(b) shall be 90% of the Net Offering Price (the “Discount Price”).

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(f)                                     “Net Offering Price” shall mean the price per share of the Common Stock offered to the public, net of underwriting discounts and the reimbursement payment payable to Relational Advisors, LLC pursuant to Section 6.1(c) of this Agreement, equal to 6% of the gross proceeds of the Offering and documented, reasonable out-of-pocket expenses directly related to the Offering, provided , that such out-of-pocket expenses shall not exceed 1% of the gross proceeds of the Offering.

Section 1.2   Upsizing; Overallotment .

(a)                                   If the Company sells more than 4,500,000 shares of Common Stock in the Offering as a result of (i) an upsizing of the Offering (the “Upsized Shares Offering”) or (ii) the exercise of the overallotment option granted to the Underwriters (the “Overallotment Shares Offering”), the Company shall purchase, on the First Closing Date, in the case of an Upsized Shares Offering, or the Second Closing Date, in the case of an Overallotment Shares Offering, additional Furman Shares and additional Estate Shares in the amounts specified herein.

(b)                                  For shares of Common Stock sold by the Company in excess of 4,500,000 shares of Common Stock as a result of an Upsized Shares Offering or an Overallotment Shares Offering, the Company shall purchase Furman Shares and Estate Shares as follows:

(i)                                      for the first 1,000,000 of such shares sold by the Company, the Company shall purchase Furman Shares and Estate Shares on an equal basis from each of Furman and the Representatives; and

(ii)                                   for any shares sold by the Company beyond 1,000,000 of such shares, the Company shall purchase an equal number of Estate Shares from the Representatives until the Representatives have sold all of the Estate Shares to the Company.

(c)                                   In no event shall the Company purchase or be obligated to purchase, or Furman sell or be obligated to sell, more than 2,000,000 Furman Shares.

(d)                                  The purchase price per share for all Furman Shares and Estate Shares purchased pursuant to Section 1.2(b) as a result of an Upsized Shares Offering or an Overallotment Shares Offering shall be the Net Offering Price.

(e)                                   Any upsizing of the Offering shall be at the sole discretion of the Company.

(f)                                     Any exercise of the overallotment option shall be at the sole discretion of the Underwriters.

Section 1.3   Downsized Offering .

(a)                                   This Section 1.3 assumes that any Offering of less than 4,500,000 shares  shall at the First Closing be a Downsized Offering (as defined herein) and the purchase and sale of such shares shall be governed by Section 1.3(b).  If following such First Closing there is an Overallotment Shares Offering, then the purchase and sale of shares to be consummated at the Second Closing shall be governed by this Section 1.3

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whether or not the aggregate number of shares of Common Stock sold by the Company in the Overallotment Shares Offering plus the amount of shares sold in a Downsized Offering (the “Downsized Offering Amount”) exceeds 4,500,000 shares.  In such circumstances, the Furman Shares and Estate Shares to be purchased by the Company at the Second Closing as a result of the Overallotment Shares Offering shall be allocated as follows: (i) the Company shall purchase (x) additional Estate Shares in an amount equal to two-thirds (2/3) of (z), and (y) additional Furman Shares in an amount equal to one-third (1/3) of (z), where (z) equals the lesser of the number of shares sold in the Overallotment Shares Offering or the amount by which 4,500,000 shares exceeds the Downsized Offering Amount, in each case pursuant to this Section 1.3, and (ii) the Company shall purchase the remaining shares as a result of  the Overallotment Shares Offering on an equal basis from each of Furman and the Representatives pursuant to Section 1.2(b)(i) hereof.

(b)                                  Subject to Section 1.4 hereof, in the event that the number of shares of Common Stock sold by the Company in the Offering is less than 4,500,000 shares (a “Downsized Offering”), the number of Primary Furman Shares purchased by the Company pursuant to Section 1.1(a) hereof shall be reduced by 33 1/3 % of the difference between 4,500,000 shares and the number of shares sold (the “Downsized Furman Shares”) and the number of Primary Estate Shares purchased by the Company shall be reduced by 66 2/3 % of the difference between 4,500,000 shares and the number of shares sold (the “Downsized Estate Shares”).  The purchase price per share for each Downsized Furman Share shall be the Net Offering Price.  The purchase price per share for each Downsized Estate Share shall be the Net Offering Price up to an aggregate number of Downsized Estate Shares equal to the number of Downsized Furman Shares.  Thereafter, in the case of a Downsized Offering, the purchase price per share for the any additional Estate Shares purchased pursuant to this Agreement shall be the Discount Price.

Section 1.4   Rejected Price.

(a)                                   If Furman decides not to sell Furman Shares to the Company because pursuant to Section 1.3.5 of the Settlement Agreement he rejects the price to be paid to the Company by the Underwriters in the Offering (a “Furman Rejection”),  then (i) the Company shall not be obligated to purchase any Furman Shares and shall not purchase any Furman Shares, (ii) the Company shall not reduce the size of the Offering on account of the Furman Rejection below the number of shares necessary to enable the Company to purchase the aggregate number of Estate Shares specified in the following clauses (iii) and (iv), (iii) the Representatives, in their sole discretion, may elect to sell to the Company the same number of Estate Shares they could have sold to the Company but for the Furman Rejection and (iv) the Representatives, in their sole discretion, may elect to sell additional Estate Shares to the Company up to a number equal to the number of shares of Common Stock sold in the Offering in excess of the shares of Common Stock sold pursuant to the foregoing clause (iii).

(b)                                  The purchase price per share for Estate Shares in the case of a sale pursuant to Section 1.4(a) shall be the Net Offering Price for an amount of Estate Shares equal to the number of Furman Shares that would have been sold to the Company but for

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the Furman Rejection.  Thereafter, the purchase price per share for Estate Shares shall be (i) the Discount Price for any remaining Estate Shares sold to the Company for the next 1,666,667 Estate Shares and (ii) the Net Offering Price for any Estate Shares sold to the Company in excess of 3,166,667 Estate Shares.

(c)                                   If the Representatives decide to not to sell Estate Shares to the Company because pursuant to Section 1.3.5 of the Settlement Agreement they reject the price to be paid to the Company by the Underwriters in the Offering (a “Representatives Rejection”),  then the Company shall not be obligated to purchase any Estate Shares and Furman, in his sole discretion, may elect to sell to the Company the same number of Furman Shares he could have sold to the Company but for the Representatives Rejection. Furman may elect, in his sole discretion, to sell Furman Shares to the Company equal to the amount of shares of Common Stock sold in the Offering in excess of the shares of Common Stock sold pursuant to the preceding sentence up to a maximum of 2,000,000 Furman Shares.

(d)                                  The purchase price per share for Furman Shares sold pursuant to Section 1.4(c) hereof shall be the Net Offering Price.

ARTICLE II

THE CLOSINGS

Section 2.1   Closings .

(a)                                   Consummation of the purchase and sale of Estate Shares and Furman Shares contemplated hereby (the “Closings”) shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Suite 3400, Los Angeles, CA 90071 at 10:00 a.m., local time.

(b)                                  The purchase and sale of the Primary Shares and any additional Furman Shares or Estate Shares purchased and sold pursuant to an Upsized Shares Offering, if applicable, or a Downsized Offering, if applicable, and in each case excluding any Furman Shares or Estate Shares purchased and sold pursuant to an Overallotment Shares Offering, shall be consummated on the first business day following the day on which the last of the conditions set forth in (i) Section 6.3(a), and (ii) Section 6.3(b)(i), with respect to the purchase and sale of Furman Shares, or Section 6.3(b)(ii), with respect to the purchase and sale of Estate Shares, hereof are fulfilled or waived (other than those conditions that by their nature are to be fulfilled at such Closing, but subject to the fulfillment or waiver of those conditions), or at such other time and place and on such other date as the Company and the Sellers shall agree (the “First Closing Date,” and the consummation of such purchase and sale the “First Closing”).

(c)                                   The purchase and sale of any additional Furman Shares or Estate Shares purchased and sold pursuant to an Overallotment Shares Offering shall be consummated on the first business day following the day on which the last of the conditions set forth in Section 6.3(d) hereof are fulfilled or waived (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time and place and on such

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other date as the Company and the Sellers shall agree (the “Second Closing Date,” and the consummation of such purchase and sale, the “Second Closing,” and together with the First Closing Date, each a “Closing Date”).

(d)                                  For the avoidance of doubt, if the conditions to any Closing have been satisfied or waived with respect to one Seller, but have not been satisfied or waived with respect to the other Seller then the Company and such Seller, with respect to which all conditions to such Closing have been satisfied or waived, shall consummate such Closing in accordance with the terms hereof.

Section 2.2   Sellers’ First Closing Deliveries .

Subject to the conditions set forth in this Agreement, at the First Closing, simultaneously with the Company’s deliveries hereunder, each Seller shall deliver or cause to be delivered to the Company stock certificates representing such Seller’s (a) Primary Shares, (b) shares sold pursuant to an Upsized Shares Offering, if applicable or (c) shares sold pursuant to a Downsized Offering, if applicable, in each case (i) excluding any Furman Shares or Estate Shares purchased and sold pursuant to an Overallotment Shares Offering, (ii) accompanied by stock powers duly endorsed in blank or accompanied by duly executed instruments of transfer and appropriate signature guarantees and (iii) a certified copy of the Letters Testamentary issued by the Circuit Court of the State of Oregon for the County of Multnomah, Department of Probate (the “Probate Court”) and dated within 60 days of the First Closing Date.

Section 2.3   Company First Closing Deliveries .

Subject to the conditions set forth in this Agreement, at the First Closing, simultaneously with the Sellers’ deliveries hereunder, the Company shall deliver or cause to be delivered the purchase price for such Seller’s (a) Primary Shares, (b) shares purchased pursuant to an Upsized Shares Offering, if applicable or (c) shares purchased pursuant to a Downsized Offering, if applicable, in each case, excluding any Furman Shares or Estate Shares purchased and sold pursuant to an Overallotment Shares Offering, by wire transfer of immediately available funds to a United States account designated in writing by such Seller.

Section 2.4   Sellers’ Second Closing Deliveries .

Subject to the conditions set forth in this Agreement, at the Second Closing, simultaneously with the Company’s deliveries hereunder, each Seller shall deliver or cause to be delivered to the Company (a) stock certificates representing such Seller’s shares sold pursuant to an Overallotment Shares Offering, if applicable, accompanied by stock powers duly endorsed in blank or accompanied by duly executed instruments of transfer and appropriate signature guarantees and (b) a certified copy of the Letters Testamentary issued by the Probate Court and dated within 60 days of the Second Closing Date

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Section 2.5   Company Second Closing Deliveries .

Subject to the conditions set forth in this Agreement, at the Second Closing, simultaneously with the Sellers’ deliveries hereunder, the Company shall deliver or cause to be delivered the purchase price for such Seller’s shares purchased pursuant to an Overallotment Shares Offering by wire transfer of immediately available funds to a United States account designated in writing by such Seller.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF FURMAN

Furman represents and warrants to the Company and the Representatives that the statements contained in this Article III are true and correct as of the date hereof and as of each Closing Date.

Section 3.1   Ownership; Title .

(a)                                   Furman is the sole lawful record and beneficial owner of the number and type of Furman Shares set forth opposite his name on Exhibit A hereto, which ownership is free and clear of all Encumbrances.  Except for certain rights described in the Stockholders’ Agreement, the Settlement Agreement and the Stockholder Rights Plan, the Furman Shares set forth opposite Furman’s name on Exhibit A hereof, are the only class of capital stock, securities convertible into or exchangeable for any shares of capital stock, warrants, options, agreements, call rights, conversion rights, exchange rights, preemptive rights or other rights or commitments or understandings which call for the issuance, sale, delivery, pledge, transfer, redemption or other disposition of any shares of capital stock of the Company that Furman owns, beneficially or of record.  Furman has not received any notice of any adverse claim to the ownership of any Furman Shares, does not have any reason to know of any such adverse claim that may be justified and is not aware of existing facts that would give rise to any adverse claim to the ownership of the Furman Shares.

(b)                                  The Furman Shares and the certificates representing the Furman Shares owned by Furman are now, and at all times during the term hereof will be, held by Furman, or by a nominee, trustee or custodian for the benefit of Furman, free and clear of all Encumbrances, except for any such Encumbrances arising hereunder.

Section 3.2   Power and Authority; Consent and Approvals; No Violations .

Furman has full capacity to execute and deliver this Agreement and to consummate the purchase and sale of the Furman Shares to the Company pursuant to this Agreement.  No other action on the part of Furman is necessary for the execution and delivery by Furman of this Agreement or the consummation of the purchase and sale of the Furman Shares pursuant to this Agreement.  None of the execution and delivery or performance of this Agreement by Furman, or compliance by Furman with any of the provisions hereof will (i) conflict with or result in any breach of any provision of any agreement, trust or other document to which Furman is a party or by which he is bound,

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(ii) require any filing by Furman with, or any permit, authorization, consent or approval of, any judicial or Governmental Authority (as defined herein), (iii) require any consent, other than the consents provided by Furman and the Representatives pursuant to this Agreement and pursuant to the Stockholders’ Agreement, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any agreement to which Furman is a party or by which his assets or properties are bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable Furman or any of his assets or properties.

Section 3.3   Binding Agreement .

This Agreement has been duly executed and delivered by Furman and, assuming the due and valid authorization, execution and delivery hereof by the Representatives and the Company, this Agreement is a valid and binding obligation of  Furman enforceable against him in accordance with its terms, exce