Supplementary Retirement Plan Effective December 1, 2005

AMERICAN RAILCAR INDUSTRIES, INC.


SUPPLEMENTARY RETIREMENT PLAN


EFFECTIVE DECEMBER 1, 2005
AMERICAN RAILCAR INDUSTRIES, INC.
SUPPLEMENTARY RETIREMENT PLAN
TABLE OF CONTENTS


ARTICLE I - INTRODUCTION..................................................... 1


1.1 ADOPTION AND HISTORY OF THE PLAN..................................... 1


1.2 EFFECTIVE DATE OF PLAN............................................... 1


1.3 STRUCTURE AND PURPOSE................................................ 1


ARTICLE II - DEFINITIONS..................................................... 2


2.1 ACF.................................................................. 2


2.2 COMPANY.............................................................. 2


2.3 BOARD OF DIRECTORS................................................... 2


2.4 COMMITTEE............................................................ 2


2.5 EMPLOYEE............................................................. 2


2.6 EMPLOYEES' RETIREMENT PLAN .......................................... 2


2.7 SUPPLEMENTARY COMPENSATION PLAN...................................... 2


2.8 SPECIAL COMPENSATION................................................. 2


2.9 PLAN YEAR............................................................ 3


2.10 SERVICE FACTOR....................................................... 3


ARTICLE III - BENEFITS....................................................... 3


3.1 AMOUNT OF BENEFIT.................................................... 3


3.2 ELIGIBILITY.......................................................... 4


3.3 PAYMENT OF BENEFITS.................................................. 5


ARTICLE IV - ADMINISTRATION.................................................. 5


4.1 ADMINISTRATOR........................................................ 5


4.2 INTERPRETATION....................................................... 5


ARTICLE V - SOURCES OF PAYMENT............................................... 5


ARTICLE VI - AMENDMENT OR TERMINATION........................................ 6


ARTICLE VII - GENERAL PROVISIONS............................................. 6


7.1 NON-ALIENATION OF BENEFITS........................................... 6


7.2 PLAN NOT A CONTRACT OF EMPLOYMENT.................................... 6


7.3 CONSTRUCTION OF TERMS................................................ 6


- i - 7.4 SUCCESSORS........................................................... 6


7.5 OFFICIAL ACTIONS..................................................... 7


7.6 CONTROLLING STATE LAW................................................ 7


7.7 SEVERABILITY......................................................... 7


7.8 WITHHOLDING.......................................................... 7


7.9 COMPLIANCE WITH SECTION 409A......................................... 7


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AMERICAN RAILCAR INDUSTRIES, INC.
SUPPLEMENTARY RETIREMENT PLAN


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AMERICAN RAILCAR INDUSTRIES, INC.
SUPPLEMENTARY RETIREMENT PLAN
ARTICLE I - INTRODUCTION


1.1 ADOPTION AND HISTORY OF THE PLAN. ACF Industries, Incorporated (now known as ACF Industries LLC) ("ACF") originally adopted the Supplementary Retirement Plan of ACF Industries, Incorporated, effective January 1, 1971 (the "ACF SERP"). The ACF SERP was subsequently amended from time to time and was last amended to freeze the accrual of benefits thereunder, effective as of March 31, 2004. Pursuant to an Asset Transfer Agreement (the "Asset Transfer Agreement"), dated as of October 1, 1994 (the "Asset Transfer Date"), between American Railcar Industries, Inc. (the "Company") and ACF, the Company was responsible for the cost associated with providing benefits accrued after the Asset Transfer Date to its employees eligible to participate in the ACF SERP. In connection with the Company's anticipated public offering, and to effect the allocation of liabilities under the ACF SERP between the Company and ACF, the Company and ACF entered into an Employee Benefit Plan Agreement, dated as of December 1, 2005, pursuant to which the Company has assumed the obligation to sponsor a Supplementary Employee Retirement Plan for that portion of the benefits under the ACF SERP so allocated to the Company. Accordingly, and subject to the terms and conditions set forth herein, the Company hereby adopts the American Railcar Industries, Inc. Supplementary Retirement Plan (the "Plan").


1.2 EFFECTIVE DATE OF PLAN. In accordance with the terms of the Employee Benefit Plan Agreement, this Plan is effective as of December 1, 2005; provided, however, that no benefits shall accrue under this Plan with respect to an Employee's service or compensation after March 31, 2004. Subject to the first paragraph of Section 3.1 and Section 3.4, the rights and benefits of any person entitled to benefits under this Plan shall be determined in accordance with the applicable provisions of this Plan as in effect at the time of the termination of employment of the eligible employee or, if such termination occurred prior to the Effective Date, in accordance with the applicable provisions of the ACF Plan at the time of such termination.


1.3 STRUCTURE AND PURPOSE. The Plan is structured as two plans. The portion of the Plan that provides benefits based on limitations imposed by Section 415 of the Internal Revenue Code of 1986, as amended (the "Code") is intended to be an "excess benefit plan" as defined by Sections 3(36) and 4(b)(5) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The portion of the Plan that provides benefits based on limitations imposed by Section 401(a)(17) of the Code and on Special Compensation is intended to be a plan that provides benefits to a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.


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AMERICAN RAILCAR INDUSTRIES, INC.
SUPPLEMENTARY RETIREMENT PLAN


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ARTICLE II - DEFINITIONS


The following words and phrases, when used in this Plan, unless the context clearly indicates otherwise, shall have the following meanings:


2.1 ACF means ACF Industries LLC.


2.2 COMPANY means American Railcar Industries, Inc.


2.3 BOARD OF DIRECTORS means the Board of Directors of American Railcar Industries, Inc.


2.4 COMMITTEE means the Employee Benefits Administration Committee, the administrator of the Plan as provided in Article IV. With respect to any action taken prior to the Effective Date, the Committee means the ACF Employee Benefits Administration Committee.


2.5 EMPLOYEE means any person regularly employed by the Company on a full-time basis after the Asset Transfer Date who was a recipient of cash payments under the Supplementary Compensation Plan or who was the recipient of cash payments under the same terms and conditions as such Supplementary Compensation Plan, except that a person in the service of an Affiliate which is not an Employer (as the terms "Employer" and "Affiliate" are defined and in accordance with Section 4.14 of the Employees' Retirement Plan in effect on May 1, 1989) shall be considered to be an employee for the purpose of this Plan if he receives Special Compensation.

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