Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Transition Agreement
As previously reported in a Form 8-K filed September 6, 2019, Timothy R.
Wallace, Chief Executive Officer and President of Trinity Industries, Inc. (the
"Company"), is transitioning from employment with the Company. In connection
therewith, on December 17, 2019, the Company and Mr. Wallace entered into an
Executive Transition Agreement (the "Agreement"), which sets forth certain
matters with respect to the terms of Mr. Wallace's phased transition. The terms
and conditions of the Agreement include, but are not limited to, the following:
•      Mr. Wallace will continue to serve in a full time capacity in his current
       role as Chief Executive Officer and President of the Company, and a member
       of the Company's Board of Directors (the "Board"), until the close of
       business on December 31, 2019, at which time Mr. Wallace will step down
       from his current roles.


•      Through March 5, 2020, Mr. Wallace will consult with the Company's
       Chairman of the Board, his successor as Chief Executive Officer, or their
       designees, regarding, without limitation and consistent with his job
       duties and responsibilities, the financial, operational, commercial, legal
       (including public company reporting), and administrative business and
       activities of the Company and/or its subsidiaries or affiliates.


•      Mr. Wallace will help transition his current role, responsibilities, and
       business knowledge to his successor upon his successor's appointment.


Mr. Wallace will be compensated as follows:
•      Through March 5, 2020, Mr. Wallace will be paid at his current
       compensation level. He will receive his 2019 short-term incentive award
       payable in March 2020, but will not be eligible to receive additional
       short-term incentive awards or new long-term incentive compensation grants
       from and after December 17, 2019, the effective date of the Agreement.


•      From March 6, 2020 through May 31, 2021, Mr. Wallace will be paid a base
       salary of $20,000.00 per calendar month, subject to Mr. Wallace's
       accessibility to the Company for consultation with the Chairman of the
       Board, his successor as Chief Executive Officer, or their designees.


•      Mr. Wallace will be paid a stipend of $3,500 per month for use in
       obtaining office space of his choosing. The Company will also provide Mr.
       Wallace with administrative support.


All outstanding, performance and time-based, restricted stock, stock units,
career stock grants, and career step share grants awarded to Mr. Wallace will be
governed by the express language, terms, and conditions of the plans and
agreements under which they were granted.
The Amended and Restated Change in Control Agreement dated January 1, 2019 (or
any successor agreement), between the Company and Mr. Wallace was terminated as
of the effective date of the Agreement.
During the term of the Agreement and, in certain circumstances, for additional
periods thereafter, Mr. Wallace is subject to provisions providing for
confidentiality and non-competition, and certain non-solicitation provisions
regarding customers and employees of the Company.
Both Mr. Wallace and the Company have provided mutual releases to each other and
have agreed to mutual non-disparagement provisions.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the Agreement, which is filed as
Exhibit 10.1 hereto and is incorporated by reference herein.

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Interim Office of the Chief Executive Officer
From and after January 1, 2020, until Mr. Wallace's successor is appointed, the
Company will be managed by an interim Office of the Chief Executive Officer (the
"Office of the CEO"), consisting of (i) Melendy E. Lovett, Senior Vice President
and Chief Financial Officer, (ii) Eric R. Marchetto, Senior Vice President and
Group President, and (iii) Sarah R. Teachout, Senior Vice President and Chief
Legal Officer. The Office of the CEO will have the duties and responsibilities
of the Chief Executive Officer and will report to the Board. Each of the members
of the Office of the CEO will remain in their current positions with the Company
while carrying out their Office of the CEO responsibilities.
Ms. Lovett (61) joined the Company in 2014 as Senior Vice President and Chief
Administrative Officer. She was appointed Senior Vice President and Chief
Financial Officer in 2019. A member of the Company's Board of Directors from
2012 to 2014, Ms. Lovett resigned her Board position at the time of her
appointment as an officer of the Company. Prior to joining the Company in 2014,
she was the Senior Vice President and President of the Education Technology
business for Texas Instruments.
Mr. Marchetto (49) joined the Company in 1995. He was appointed Senior Vice
President and Group President in 2019, after serving as the Chief Commercial
Officer for the Company's rail businesses since 2018. He served as Executive
Vice President and Chief Administrative Officer for the Company's rail
businesses from 2016 to 2018, following service as Executive Vice President and
Chief Financial Officer for the rail businesses from 2012 to 2016.
Ms. Teachout (46) joined the Company in 2015 as Deputy General Counsel. She was
elected Vice President and Deputy General Counsel in 2016, and Senior Vice
President and Chief Legal Officer in 2018. Prior to joining the Company, Ms.
Teachout was a partner at the law firm of Akin Gump Strauss Hauer & Feld LLP
from 2012 to 2015. Before joining Akin Gump, Ms. Teachout had been a partner at
the law firm of Haynes and Boone, LLP since 2007.
There are no arrangements or understandings between Ms. Lovett, Mr. Marchetto,
and Ms. Teachout and any other person pursuant to which they were appointed to
the Office of the CEO. Ms. Lovett, Mr. Marchetto, and Ms. Teachout are not
related to any other director or executive officer of the Company. There are no
related person transactions involving Ms. Lovett, Mr. Marchetto, or Ms. Teachout
that are reportable under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.



(d) Exhibits:
NO.                            DESCRIPTION
10.1     Executive Transition Agreement
 104   Cover Page Interactive Data File (formatted as Inline XBRL).

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