Employee Benefit Plan Agreement Dated As of December 1, 2005

Exhibit 10.31 EMPLOYEE BENEFIT PLAN AGREEMENT This Employee Benefit Plan Agreement (this " Agreement" ) is dated as of December 1, 2005 (the " Effective Date" ) between AMERICAN RAILCAR INDUSTRIES, INC., a Missouri corporation (" ARI" ), and ACF INDUSTRIES LLC, a Delaware limited liability company and successor to ACF Industries, Incorporated, a New Jersey corporation (" ACF" ).WITNESSETH: WHEREAS, ARI and ACF entered into that certain Asset Transfer Agreement, dated as of October 1, 1994 (the " Asset Transfer Agreement" ), whereby ACF transferred to ARI certain assets incident to the railcar business, and certain employees of ACF (" Transferred Employees" ) transferred employment from ACF to ARI, all effective as of October 1, 1994 (the " Asset Transfer Date" ); WHEREAS, the Asset Transfer Agreement provided, among other things, that Transferred Employees shall continue to participate in certain employee benefit plans sponsored by ACF and identified in Schedule 9.4(b) of the Asset Transfer Agreement as " Benefit Plans," and ARI agreed to reimburse ACF for the costs of providing benefits to the Transferred Employees under each of the Benefit Plans after the Asset Transfer Date; WHEREAS, the Asset Transfer Agreement further provided that ACF would retain all obligations relating to the Transferred Employees participation in the Benefit Plans prior to the Asset Transfer Date; WHEREAS, after the Asset Transfer Date, employees have been hired by ARI, including certain former employees of ACF, and such employees have participated or continued to participate in certain of the Benefit Plans (collectively, the " Other ARI Employees" ); WHEREAS, ACF is the Plan Sponsor of the Employees' Retirement Plan of ACF Industries LLC and the Shippers Carline Division of American Railcar Industries, Inc., Employees' Pension Plan, and ARI has been a participating employer in these plans since the Asset Transfer Date; WHEREAS, pursuant to an Administration Agreement, dated as of the Asset Transfer Date, between ACF and ARI (the " Administration Agreement" ), ACF and ARI allocated the costs associated with administering the ACF Benefit Plans (as defined below) in accordance with the Asset Transfer Agreement; WHEREAS, the Administration Agreement was terminated effective April 1, 2005, and following such termination ACF and ARI have continued to allocate the respective costs associated with the ACF Benefit Plans consistent with the allocations under the Administration Agreement and the Asset Transfer Agreement; WHEREAS, the Asset Transfer Agreement provides that at the time that ARI shall cease to be a member of ACF' s " controlled group" (as such term is defined in the Employee Retirement Income Security Act of 1974, as amended, " ERISA" ) that the Transferred Employees shall cease to participate in the Benefit Plans and that the parties shall cooperate to achieve such allocation of the assets and liabilities of the Benefit Plans accrued after the Asset Transfer Date in a manner that the parties shall deem appropriate;

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WHEREAS, ARI is contemplating one or more transactions pursuant to which it will cease to be a member of ACF' s controlled group; and WHEREAS, ARI and ACF now desire to allocate the assets, liabilities and obligations of the Benefit Plans in the manner set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto agree as follows: 1. Definitions . For purposes of this Agreement the following terms shall have the respective meanings set forth below. (a) " ACF Retirement Plan" means, the Employees' Retirement Plan of ACF Industries LLC. (b) " Shippers Plan" means the Shippers Carline Division of American Railcar Industries, Inc. Employees' Pension Plan. (c) " Executive Survivor Insurance Plan" means the Executive Survivor Insurance Plan, as part of the Program of Insurance Benefits for Salaried Employees of ACF Industries, Incorporated. (d) " Retiree Insurance Plans" means the post-retirement group health and life insurance plans of ACF. (e) " SERP" or " Supplemental Retirement Plan" means the Supplemental Retirement Plan of ACF Industries, Incorporated. (f) " ACF Benefit Plans" means collectively, the ACF Retirement Plan, Shippers Plan, the Executive Survivor Insurance Plan, the Retiree Insurance Plans and the SERP. (g) " ARI Participating Employees" means collectively the Transferred Employees and the Other ARI Employees. 2. Prior Treatment . Except as otherwise provided herein, each party agrees that any amounts due by ARI to ACF in respect of the ACF Benefit Plans from the Asset Transfer Date through the Effective Date have been paid in full, and that neither party has any obligations to the other party with respect thereto. 3. Pension Plans . Effective as of the Effective Date (i) ARI shall and hereby does assume sponsorship of the Shippers Plan and ACF shall and hereby does cease to be a participating employer in the Shippers Plan and shall cease to have any further liability or obligatio ...