THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Trinity Industries, Inc. (TRN)

4/13/2006 Proxy Information

Mr. Hay’s son-in-law is employed by the Company, where his compensation exceeds $60,000 annually. In 2001, a subsidiary of Trinity merged with Thrall Car Manufacturing Company (“Thrall”) pursuant to a Merger Agreement with the sole stockholder of Thrall, Thrall Car Management Company (“TCMC”). Mr. Duchossois is a director, executive officer and has a pecuniary interest in TCMC by virtue of his direct or indirect equity ownership of TCMC. During 2005, TCMC paid Trinity $3,719,790 for warranty claims made pursuant to the Merger Agreement. Trinity has submitted additional warranty claims to TCMC pursuant to the Merger Agreement that are under review by TCMC. Pursuant to the terms of a registration rights agreement that was entered into as part of the Merger Agreement, during 2006 Trinity registered for sale 3,150,000 shares of common stock that were issued in connection with the Merger Agreement. Under terms of the Merger Agreement, TCMC is entitled to receive a performance payment from the Company of up to $45 million if certain industry related delivery targets are met. A payment was made in February of 2006 of $15,322,000 and it is projected that a substantial payment will be made in 2007.

Certain Other Relationships

Mr. Patrick S. Wallace, brother of Mr. Timothy R. Wallace, is an officer of a subsidiary of the Company, where his compensation exceeds $60,000 a year. Mr. W. Ray Wallace, father of Timothy R. Wallace, is employed as an Advisory Director of the Company, with compensation exceeding $60,000 a year.

4/8/2005 Proxy Information

Mr. Duchosssois is the former Chairman of Thrall Car Manufacturing Company which merged with a subsidiary of Trinity Industries, Inc. in October of 2001. Trinity Industries, Inc. owns or holds major stakes in a diversified group of businesses including consumer products, transportation, defense, entertainment and venture capital.

Mr. Hay’s son-in-law is employed by the Company, where his compensation exceeds $60,000 annually. In 2001, a subsidiary of Trinity merged with Thrall Car Manufacturing Company (“Thrall”) pursuant to a Merger Agreement with the sole stockholder of Thrall, Thrall Car Management Company (“TCMC”). Mr. Duchossois is a director, executive officer and has a pecuniary interest in TCMC by virtue of his direct or indirect equity ownership of TCMC. During 2004, TCMC paid Trinity $750,000 in settlement of workers compensation claims made pursuant to the Merger Agreement. Trinity has submitted additional warranty claims to TCMC pursuant to the Merger Agreement that are under review by TCMC. Pursuant to the terms of a registration rights agreement that was entered into as part of the Merger Agreement, during 2004 Trinity registered for sale 4,000,000 shares of common stock that were issued in connection with the Merger Agreement.

Certain Other Relationships

Mr. Patrick S. Wallace, brother of Mr. Timothy R. Wallace, is an officer of a subsidiary of the Company, where his compensation exceeds $60,000 a year.

4/8/2004 Proxy Information

In October 2001, Trinity acquired Thrall Car Manufacturing Company pursuant to a merger transaction with Thrall’s sole stockholder, Thrall Car Management Company, Inc. (“TCMC”) for approximately $165.5 million (subject to certain adjustments) and 7.15 million shares of Trinity common stock. Mr. Duchossois was an executive officer and a director of Thrall, and was an executive officer and a director, as well as an equity owner, of TCMC. Mr. Duchossois continues to be an executive officer, director and equity owner of TCMC. Subsequent to the merger and pursuant to the terms of the merger agreement, Trinity has made various payments to TCMC as working capital adjustments and for reimbursement of expenses, and TCMC has made payments to Trinity for indemnification of warranty and workers compensation claims, all of which have been described in this proxy statement or in the Company’s proxy statements in 2002 and 2003.

Mr. Hay’s son-in-law is employed by the Company, where his compensation exceeds $60,000 annually.

Mr. Patrick S. Wallace, brother of Mr. Timothy R. Wallace, is an officer of a subsidiary of the Company, where his compensation exceeds $60,000 a year.

4/10/2003 Proxy Information

HCB Enterprises, Inc., of which Jess T. Hay is a stockholder, director and Chairman of the Board, leased space from the Company during 2002. The terms of the lease were at market rates and during 2002, the Company was paid $89,241 in rent. The Company no longer owns the property that was the subject of the lease and this relationship of lessor and lessee has terminated. Mr. Hay's son-in-law is employed by the Company, where his compensation exceeds $60,000 annually. In 2001, a subsidiary of Trinity merged with Thrall Car Manufacturing Company ("Thrall") pursuant to a Merger Agreement with the sole stockholder of Thrall, Thrall Car Management Company ("TCMC"). Mr. Duchossois is a director, executive officer and has a pecuniary interest in TCMC by virtue of his direct or indirect equity ownership of TCMC. In 2002, TCMC was paid $1,600,000 as part of a working capital adjustment related to the Merger Agreement. The 2002 payment was included in the working capital adjustment reported in Trinity's 2002 proxy statement. On February 27, 2003, Trinity submitted a claim to TCMC pursuant to the Merger Agreement regarding warranty and workers compensation matters. Payment is not expected until TCMC has had a reasonable time to review the matter.

Mr. Patrick S. Wallace, son of Mr. W. Ray Wallace and brother of Mr. Timothy R. Wallace, is an officer of a subsidiary of the Company, where his compensation exceeds $60,000 a year.

Commencing January 1, 1999, Mr. W. Ray Wallace was employed by the Company as a consultant pursuant to an agreement at a monthly rate of $10,000. The agreement provides for the performance of services as may be required by the Chief Executive Officer or the Board of Directors and his continuation as a director as long as he is eligible. He is provided an office, administrative assistant, limited use of Company aircraft and reimbursement of expenses. In addition, the Company will provide medical coverage for the remainder of his life. In accordance with a retirement policy established by the Board of Directors, Mr. W. Ray Wallace will retire from the Board of Directors at the end of his current term on May 11, 2003.