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:
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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 is to
be paid (as provided for or available under the Additional Plan), and
the time of commencement for payment of such amounts. Except as
otherwise provided herein, the Trustee shall make payments to the
participants in an Additional Plan and their beneficiaries in
accordance with such payment schedule. 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."
4. Section 2(c) is hereby amended by adding the following paragraph to
the end thereof:
"The Company or an Employer may make payment of benefits directly to
the participants in an Additional Plan or their beneficiaries as they
become due under the terms of such Additional Plan. The Company or an
Employer, as applicable, shall notify the Trustee of its decision to
make payment of benefits directly prior to the time amount are payable
to such participants or their beneficiaries. In addition, if the
principal of the Trust, and any earnings thereon, are not sufficient to
make payments of benefits in accordance with the terms of an Additional
Plan, the Company or an Employer, as applicable, shall make the balance
of each such payment as it falls due. The Trustee shall notify the
Company where principal and earnings are not sufficient to satisfy all
payments due."
5. Section 14(d)(iii) is hereby amended in its entirety to read as
follows:
"(iii) "Participant" shall mean each "Participant" as that term is
defined in the Supplemental Profit Sharing Plan and each Director who
has an amount credited to his or her Account under the Director Plan or
who has elected to have all or any portion of his or her Annual Fee
deferred under the terms of that Plan. Notwithstanding the preceding,
the term "Participant" also shall include any person who is a
participant in an Additional Plan, but only to the extent that the
Company has elected to make contributions to this Trust with respect to
such Additional Plan."
6. Section 14(d) is hereby further amended by adding the following new
Subsection 14(d)(iv) to the end thereof:
"(iv) "Additional Plan" shall mean, collectively, (a) the Trinity
Industries, Inc. Supplemental Retirement Plan; (b) the Trinity
Industries, Inc. Directors' Retirement Plan; (c) the individual Change
in Control Agreements between Trinity Industries, Inc. and the
executives listed on the attached Exhibit A; and (d) the individual
Deferred
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Compensation Plan and Agreements between Trinity Industries, Inc. and
the executives listed on the attached Exhibit B, but only to the extent
that the Company or an Employer has elected to make contributions with
respect to such plan or agreement."
7. Section 14(d) is hereby further amended by adding the following new
Subsection 14(d)(v) to the end thereof:
"(iv) "Plan" shall mean (a) the Trinity Industries, Inc. Supplemental
Profit Sharing Plan; (b) the Trinity Industries, Inc. Deferred Plan for
Director Fees; and (c) the Additional Plans, each of which is sometimes
referred to herein as a "Plan" and collectively referred to herein as
the "Plans"."
IN WITNESS WHEREOF, the Company and the Trustee have caused this
Amendment to be executed and their respective corporate seals to be affixed and
attested by their respective corporate officers on the day and year first
written above.
TRINITY INDUSTRIES, INC.
By: /s/ ML Lintner
---------------------------------
Its: Vice President
---------------------------------
ATTEST:
/s/ Neil O. Shoop
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Its: Assistant Secretary
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CHASE MANHATTAN BANK, N.A.
By: /s/ Karen Epps
---------------------------------
Its: Vice President and Trust Officer
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ATTEST:
/s/ [Illegible]
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Its:
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