Capitalization Uses in Nontransferability of Option Clause

Nontransferability of Option from Non Qualified Stock Option Agreement

Effective mm/dd/yyyy, you have been granted a(n) Non-Qualified Stock Option to buy ___shares of Industries, Inc. (the Company) stock at $___.___per share.

Nontransferability of Option. Except as provided in the 2004 Plan, this option shall not be transferable otherwise than by will or the laws of descent and distribution, and this option may be exercised, during the lifetime of the Optionee, only by the Optionee. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of this option contrary to the provisions hereof, or the levy of any execution, attachment, or similar process upon this option shall be null and void and without effect.

Nontransferability of Option from Incentive Stock Option Agreement

Effective mm/dd/yyyy, you have been granted a(n) Incentive Stock Option to buy ___shares of Industries, Inc. (the Company) stock at $___.___per share.

Nontransferability of Option. This option shall not be transferable otherwise than by will or the laws of descent and distribution, and this option may be exercised, during the lifetime of the Optionee, only by the Optionee. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of this option contrary to the provisions hereof, or the levy of any execution, attachment, or similar process upon this option shall be null and void and without effect.

Nontransferability of Option from Nonqualified Stock Option Agreement

THIS AGREEMENT, by and between Trinity Industries, Inc. (hereinafter called the Company) and Optionee (hereinafter called the Optionee);

Nontransferability of Option. Except as provided in the 2004 Plan, this option shall not be transferable otherwise than by will or the laws of descent and distribution, and this option may be exercised, during the lifetime of the Optionee, only by the Optionee. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of this option contrary to the provisions hereof, or the levy of any execution, attachment, or similar process upon this option shall be null and void and without effect.

Nontransferability of Option from Non Statutory Stock Option Agreement

Nontransferability of Option. This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

Nontransferability of Option from Agreement

Effective [grant date], you have been granted an Incentive Stock Option to buy shares of Trinity Industries, Inc. (the Company) stock at $ per share.

Nontransferability of Option. Except as provided in the 2004 Plan, this option shall not be transferable other than by will or the laws of descent and distribution (and such transferee shall have all of the rights of the Optionee), and this option may be exercised, during the lifetime of the Optionee, only by the Optionee or in the case of the Optionees Disability, the Optionees guardian. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of this option contrary to the provisions hereof, or the levy of any execution, attachment, or similar process upon this option shall be null and void and without effect.

Nontransferability of Option from Agreement

Effective [grant date], you have been granted a Non-Qualified Stock Option to buy shares of Trinity Industries, Inc. (the Company) stock at $ per share.

Nontransferability of Option. Except as provided in the 2004 Plan, this option shall not be transferable other than by will or the laws of descent and distribution (and such transferee shall have all of the rights of the Optionee), and this option may be exercised, during the lifetime of the Optionee, only by the Optionee or in the case of the Optionees Disability, the Optionees guardian. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of this option contrary to the provisions hereof, or the levy of any execution, attachment, or similar process upon this option shall be null and void and without effect.

Nontransferability of Option from Non Statutory Stock Option Agreement

Nontransferability of Option. This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

Nontransferability of Option from Nonstatutory Stock Option Agreement

THIS STOCK OPTION AGREEMENT, hereinafter referred to as the Option or the Agreement, is entered into on July 11, 2002, between RENTECH, INC., a Colorado corporation (the Company), and Debra L. McCormick (the Optionee), whose address is 11924 E. Harvard Avenue, Aurora, CO 80014.

Nontransferability of Option. This Option may not be transferred in any manner and may be exercised during the lifetime of the Optionee only by the Optionee and after death of the Optionee by the person or persons to whom the Optionees rights under the Option passed by will or the laws of descent and distribution.

Nontransferability of Option from Nonstatutory Stock Option Agreement

THIS STOCK OPTION AGREEMENT, hereinafter referred to as the Option or the Agreement, is entered into on May 16, 2001, between RENTECH, INC., a Colorado corporation (the Company), and W. EARL SOMERVILLE (the Optionee), whose address is 182 Tilford Road, Oakville, Ontario L6L 4Z3 CANADA.

Nontransferability of Option. This Option may not be transferred in any manner and may be exercised during the lifetime of the Optionee only by the Optionee and after death of the Optionee by the person or persons to whom the Optionees rights under the Option passed by will or the laws of descent and distribution.

Nontransferability of Option from Nonstatutory Stock Option Agreement

THIS STOCK OPTION AGREEMENT, hereinafter referred to as the Option or the Agreement, is entered into on July 11, 2002, between RENTECH, INC., a Colorado corporation (the Company), and Mark D. Ibsen (the Optionee), whose address is 892 East Thames Street, Highlands Ranch, CO 80126.

Nontransferability of Option. This Option may not be transferred in any manner and may be exercised during the lifetime of the Optionee only by the Optionee and after death of the Optionee by the person or persons to whom the Optionees rights under the Option passed by will or the laws of descent and distribution.