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.
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Exhibit 4.1
<Table>
[NUMBER] [GRAPHIC] [SHARES]
DX
THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 896522 10 9
CHARLOTTE, NC AND NEW YORK, NY SEE REVERSE FOR CERTAIN
DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK COMMON STOCK
$1.00 PAR VALUE TRINITY INDUSTRIES, INC. $1.00 PAR VALUE
This Certifies that
is the owner of
SHARES OF FULLY PAID AND NON-ASSESSABLE COMMON STOCK OF
Trinity Industries, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized
attorney, upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.
Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers.
DATE
COUNTERSIGNED AND REGISTERED:
/s/ TIMOTHY R. WALLACE WACHOVIA BANK, N.A.
PRESIDENT TRANSFER AGENT
AND REGISTRAR.
[TRINITY INDUSTRIES
INC. LOGO] [SEAL]
BY
/s/ MICHAEL G. FORTADO
SECRETARY AUTHORIZED SIGNATURE
</Table>
TRINITY INDUSTRIES, INC.
Trinity Industries, Inc. will furnish without charge to each stockholder
who so requests a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof which Trinity Industries, Inc. is authorized to issue and the
qualifications, limitations or restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<Table>
TEN COM -- as tenants in common UNIF GIFT MIN ACT - Custodian
------------- -----------
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act
-----------------
in common (State)
</Table>
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer
------------------
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares
- ------------------------------------------------------------------------
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
-------------------------------------------
- --------------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within-named
Company with full power of substitution in the premises.
Dated,
-------------------
X
--------------------------------------
(SIGNATURE)
NOTICE:
THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE
CERTIFICATE IN EVERY
PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
X
------------------------------------
(SIGNATURE)
----------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
---------------------------------------
SIGNATURE(S) GUARANTEED BY:
----------------------------------------
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement, dated as of March 11, 1999,
by and between Trinity Industries, Inc. (the "Company") and The Bank of New
York, as Rights Agent (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
offices of the Company. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no
longer be evidenced by this certificate. The Company will mail to the holder of
this certificate a copy of the Rights Agreement, as in effect on the date of
mailing, without charge promptly after receipt of a written request therefor.
Under certain circumstances set forth in the Rights Agreement, Rights issued
to, or held by, any Person who is, was or becomes an Acquiring Person or any
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement), whether currently held by or on behalf of such Person or by any
subsequent holder, may become null and void.