GREENBRIER COMPANIES INC, DEF 14A, 1996-11-26

GREENBRIER COMPANIES INC
DEF 14A, 1996-11-26
RAILROAD EQUIPMENT

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant / /
Filed by a party other than the Registrant /X/

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

THE GREENBRIER COMPANIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

MERRILL CORP.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]

ONE CENTERPOINTE DRIVE
SUITE 200
LAKE OSWEGO, OREGON 97035

------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

JANUARY 14, 1997

------------------------

To Our Stockholders:

The Annual Meeting of Stockholders of The Greenbrier Companies, Inc. (the
"Company") will be held at 2:00 p.m. on January 14, 1997 at the Hilton Hotel,
921 SW Sixth Avenue, Portland, Oregon, for the following purposes:

1. Electing three directors of the Company;

2. Approving the Restated 1995 Employee Stock Purchase Plan;

3. Ratifying the appointment of Deloitte & Touche LLP as the Company's
independent auditors for fiscal 1997; and

4. Transacting such other business as may properly come before the meeting.

Only holders of the Company's Common Stock at the close of business on
November 21, 1996 are entitled to notice of, and to vote at, the meeting and any
adjournments or postponements thereof. Stockholders may vote in person or by
proxy. A list of stockholders entitled to vote at the meeting will be available
for examination by stockholders at the time and place of the meeting and, for a
period of ten days prior to the meeting, at the offices of the Secretary, 1600
Pioneer Tower, 888 S.W. Fifth Avenue, Portland, Oregon.

By Order of the Board of Directors,
Kenneth D. Stephens
SECRETARY

Lake Oswego, Oregon
November 26, 1996

- --------------------------------------------------------------------------------

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING
IN PERSON, PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY IN THE
ENCLOSED ENVELOPE.

- --------------------------------------------------------------------------------
<PAGE>
THE GREENBRIER COMPANIES, INC.
ONE CENTERPOINTE DRIVE
SUITE 200
LAKE OSWEGO, OREGON 97035

------------------------

PROXY STATEMENT
1997 ANNUAL MEETING OF STOCKHOLDERS

------------------------

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of The Greenbrier Companies, Inc. (the "Company") of proxies
to be voted at the 1997 Annual Meeting of Stockholders of the Company to be held
at 2:00 p.m. on January 14, 1997 at the Hilton Hotel, 921 SW Sixth Avenue,
Portland, Oregon, and at any adjournments or postponements thereof. If proxies
in the accompanying form are properly executed, dated and returned prior to the
voting at the meeting, the shares of Common Stock represented thereby will be
voted as instructed on the proxy. If no instructions are given on a properly
executed and returned proxy, the shares of Common Stock represented thereby will
be voted for election of the directors, for approval of the Restated 1995
Employee Stock Purchase Plan, for ratification of the appointment of the
independent auditors and in support of the recommendations of management on such
other business as may properly come before the meeting or any adjournments or
postponements thereof.

Any proxy may be revoked by a stockholder prior to its exercise upon written
notice to the Secretary of the Company, by delivering a duly executed proxy
bearing a later date, or by the vote of a stockholder cast in person at the
meeting. The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited personally by the
Company's officers and regular employees or by telephone, facsimile transmission
or express mail. The Company will reimburse brokerage houses, banks and other
custodians, nominees and fiduciaries for their reasonable expenses incurred in
forwarding proxies and proxy material to their principals. This proxy statement
is first being mailed to stockholders on or about November 26, 1996.

VOTING

Holders of record of the Company's Common Stock on November 21, 1996, will
be entitled to vote at the Annual Meeting or any adjournments or postponements
thereof. As of that date, there were 14,160,000 shares of Common Stock
outstanding and entitled to vote, and a majority, or 7,080,001 of these shares,
will constitute a quorum for the transaction of business. Each share of Common
Stock entitles the holder to one vote on each matter that may properly come
before the meeting. Stockholders are not entitled to cumulative voting in the
election of directors. Abstentions will be counted in determining whether a
quorum is present for the meeting and will be counted as a vote "against" any
proposal. Broker non-votes will also be counted in determining whether a quorum
is present, but will not be counted either for or against the proposal at issue.

ELECTION OF DIRECTORS

The Board of Directors is comprised of seven directors. The directors are
divided into three classes, two of which are comprised of two directors and one
of which is comprised of three directors. One class is elected each year for a
three-year term. The three nominees for election as directors to serve until the
Annual Meeting of Stockholders in 2000, or until their respective successors are
elected and qualified, are Alan James, William A. Furman and C. Bruce Ward.
Directors are elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of
<PAGE>
directors. The three nominees for director receiving the highest number of votes
will be elected to the Board of Directors.

Unless marked otherwise, proxies received will be voted FOR the election of
each of the nominees named below.

If any nominee is unable or unwilling to serve as a director at the date of
the Annual Meeting or any postponement or adjournment thereof, the proxies may
be voted for a substitute nominee, designated by the proxy holders or by the
present Board of Directors to fill such vacancy, or for the other nominee named
without nomination of a substitute, or the number of directors may be reduced
accordingly. The Board of Directors has no reason to believe that any of the
nominees will be unwilling or unable to serve if elected a director.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF MESSRS. JAMES,
FURMAN AND WARD.

The following table sets forth certain information about each nominee for
election to the Company's Board of Directors and each continuing director.

<TABLE>
<CAPTION>
EXPIRATION
DIRECTOR OF CURRENT
NAME AGE POSITIONS SINCE TERM
- ----------------------------------------- --- ------------------------------------------ ----------- -------------
<S> <C> <C> <C> <C>
NOMINEES FOR ELECTION

Alan James(1) 66 Chairman of the Board of Directors 1981 1997

William A. Furman(1) 52 President and Chief Executive Officer and 1981 1997
Director

C. Bruce Ward 66 Chairman of Gunderson, Inc. and Director 1994 1997

DIRECTORS CONTINUING IN OFFICE

Peter K. Nevitt+* 69 Director 1994 1998

A. Daniel O'Neal, Jr. 60 Chairman of Greenbrier Logistics, Inc. and 1994 1998
Director

Victor G. Atiyeh+* 73 Director 1994 1999

Benjamin R. Whiteley+* 67 Director 1994 1999
</TABLE>

- ------------------------------

+ Member of the Audit Committee

* Member of the Compensation Committee

(1) Messrs. James and Furman have entered into a Stockholders' Agreement
pursuant to which they have agreed to vote their shares together to elect
each of the above persons as a director of the Company. See information
under the caption "Certain Relationships and Related Party Transactions"
elsewhere in this Proxy Statement.

------------------------------

ALAN JAMES is Chairman of the Board of Directors. Mr. James was President of
Greenbrier Leasing Corporation from 1979 to 1983. Mr. James has been associated
with the Company and its predecessor companies since 1974. Prior to the
acquisition of Greenbrier Leasing Corporation in 1981, Mr. James served as
President and as a member of the Board of Directors of TransPacific Financial
Corporation. In 1974, he and Mr. Furman acquired TransPacific's National
Division. Prior to joining TransPacific, Mr. James was Senior Vice President of
Marketing for GATX-ARMCO-Boothe in San Francisco, California.

WILLIAM A. FURMAN is President, Chief Executive Officer and a Director. Mr.
Furman has also been Chief Executive Officer of Gunderson, Inc. since January
1990 and Managing Director of TrentonWorks

2
<PAGE>
Limited since March 1995. Mr. Furman has been associated with the Company and
its predecessor companies since 1974. Prior to 1974, Mr. Furman was associated
with TransPacific Financial Corporation and FMC Corporation. Mr. Furman serves
as a director of Schnitzer Steel Industries, Inc., a steel recycling and
manufacturing company.

C. BRUCE WARD is a Director and Chairman of the Board of Directors of
Gunderson, a position he has held since 1990. From 1985 to 1989, he was
President and Chief Executive Officer of Gunderson, having rejoined Gunderson
when he and the Company acquired it from FMC Corporation. Mr. Ward serves as a
director of Stimson Lumber Company, a privately held forest products company.

PETER K. NEVITT, Director. Mr. Nevitt has been President and Chief Executive
Officer of Mitsui Nevitt Capital Corporation since it was organized in 1988.
From 1977 through 1987 he was first President and later Chairman of
BankAmeriLease Companies, subsidiaries of BankAmerica Corporation engaged in
equipment leasing.

A. DANIEL O'NEAL, JR., Director. Mr. O'Neal has been Chairman of Greenbrier
Logistics, Inc. since March 1996, Chairman of Autostack Corporation since 1992,
a director of Gunderson since 1985 and a director of Greenbrier Capital
Corporation, a subsidiary of the Company that engages in the leasing of trailers
and containers, since 1986. From 1973 until 1980, Mr. O'Neal served as a
commissioner of the Interstate Commerce Commission, and from 1977 until 1980
served as Chairman.

VICTOR G. ATIYEH, Director. Mr. Atiyeh has been a principal in Victor Atiyeh
& Co., international trade consultants since 1987. He was Governor of the State
of Oregon from January 1979 to January 1987.

BENJAMIN R. WHITELEY, Director. Mr. Whiteley is Chairman of the Board of
Directors of Standard Insurance Company, a life insurance company. He served as
President and Chief Executive Officer of Standard Insurance Company from 1983 to
1992 and as Chairman and Chief Executive Officer from 1992 to 1994. Mr. Whiteley
is also a director of Northwest Natural Gas Company, U.S. Bancorp and Willamette
Industries, Inc., a forest products company.

During the fiscal year ended August 31, 1996, the Board of Directors held
four regular meetings. The Company maintains a standing Audit Committee and
Compensation Committee, but does not maintain a standing nominating committee.

The Audit Committee consists of Messrs. Whiteley (Chairman), Atiyeh and
Nevitt. The function of the Audit Committee is to recommend to the Board of
Directors the engagement and discharge of the Company's independent auditors; to
review the policies and procedures of the Company and management with respect to
maintaining the Company's books and records; to review the results of the audit
and any other recommendations the auditors may have; and to make such other
recommendations to the Board of Directors as it deems appropriate from time to
time.

The Compensation Committee consists of Messrs. Nevitt (Chairman), Atiyeh and
Whiteley. The Compensation Committee considers and makes recommendations to the
Company's Board of Directors regarding the compensation of the senior executives
of the Company; considers, reviews and grants stock options and administers the
Company's 1994 Stock Incentive Plan; and considers matters of director
compensation, benefits and other forms of remuneration.

The Audit and the Compensation Committees of the Board of Directors each had
four meetings during the Company's fiscal year ended August 31, 1996.

3
<PAGE>
COMPENSATION OF DIRECTORS

Members of the Board of Directors who are officers of the Company are not
separately compensated for serving on the Board of Directors. Directors who are
not officers of the Company are paid a retainer of $12,000 per year and a
meeting fee of $1,000 per meeting, plus reimbursement of expenses. In addition,
each non-employee director will receive, immediately following each annual
meeting of stockholders, a five-year option to purchase 1,000 shares of the
Company's Common Stock at the fair market value of the Common Stock on the date
of grant. Such options vest at a rate of 50 percent per year. During fiscal
1996, the Company awarded Messrs. Atiyeh, Nevitt and Whiteley each an option to
purchase 1,000 shares of the Company's Common Stock at $11.75 per share, the
market price on the date of grant. Mr. Whiteley also serves as a director of the
Company's subsidiary, Gunderson, Inc., and, as such, receives a meeting fee of
$1,000 per meeting, plus reimbursement of expenses.

CERTAIN RELATIONSHIPS AND
RELATED PARTY TRANSACTIONS

JAMES-FURMAN & COMPANY PARTNERSHIP. Mr. James, Chairman of the Board of
Directors, and Mr. Furman, President and Chief Executive Officer of the Company,
are partners in a general partnership, James-Furman & Company (the
"Partnership"), that, among other things, engages in the ownership, leasing and
marketing of railcars and other surface transportation equipment and programs
for refurbishing and marketing of used railcars. In 1989, the Partnership and
the Company entered into presently existing agreements pursuant to which the
Company manages and maintains railcars owned by the Partnership in exchange for
a fixed monthly fee that is no less favorable to the Company than the fee the
Company could obtain for similar services rendered to unrelated parties. The
maintenance and management fees paid to the Company under such agreements in
fiscal 1996 aggregated $810,000. In addition, the Partnership paid the Company
fees in fiscal 1996 of $120,000 for administrative and other services. The
management and maintenance agreements presently in effect between the Company
and the Partnership provide that in remarketing railcars owned by the
Partnership and the Company, as well as by unaffiliated lessors, the Company
will, subject to the business requirements of prospective lessees and regulatory
requirements, grant priority to that equipment which has been "off-lease" and
available for the longest period of time. Additions to the lease fleet of new or
used equipment are deemed to be off-lease and available from the date of
addition to the fleet.

Such agreements also provide that the Partnership will grant to the Company
a right of first refusal with respect to any opportunity originated by the
Partnership in which the Company may be interested involving the manufacture,
purchase, sale, lease, management, refurbishing or repair of railcars or other
surface transportation equipment. The right of first refusal provides that prior
to undertaking any such transaction the Partnership must offer the opportunity
to the Company and must provide the majority of the disinterested, independent
members of the Board of Directors a period of not less than 30 days in which to
determine whether the Company desires to pursue the opportunity. The right of
first refusal in favor of the Company continues for a period of 12 months after
the date that both of Messrs. James and Furman cease to be officers or directors
of the Company. The Partnership has advised the Company that it does not
currently expect to pursue acquisitions of additional railcars.

INDEBTEDNESS OF MANAGEMENT. The largest aggregate amount of indebtedness
outstanding at any time to the Company since September 1, 1994 by L. Clark Wood,
President of the Company's subsidiary, Gunderson, Inc., is $300,000. The amount
due from Mr. Wood neither bears interest nor has a fixed maturity.

PURCHASE OF TOLAN O'NEAL. Prior to July 1, 1996, Greenbrier owned 50
percent of the outstanding shares of stock of Tolan O'Neal Transportation &
Logistics, Inc., a Washington corporation ("Tolan O'Neal") and A. Daniel O'Neal,
a Greenbrier director, owned the remaining 50 percent of the outstanding shares
of stock. Pursuant to the terms of a Stock Purchase Agreement, Greenbrier
Logistics, Inc.

4
<PAGE>
("Greenbrier Logistics"), a wholly owned subsidiary of the Company, purchased
from A. Daniel O'Neal his interest in Tolan O'Neal effective July 1, 1996. The
purchase price consisted of a cash payment of $500,000, a deferred payment of
$250,000 payable with interest at a rate of 7 percent per annum from the date of
closing until paid, and an amount calculated as 5 percent of the market value of
Greenbrier Logistics on the fifth anniversary of the closing date, with simple
interest imputed at 6 percent compounded annually from the closing date. The
deferred payment may be paid at any time on or before four years after the
closing date. In connection with the purchase, Greenbrier Logistics entered into
an Employment Agreement with Mr. O'Neal under which he will serve as Chairman of
the Board of Greenbrier Logistics. The term of the agreement is five years
beginning on June 1, 1996. Mr. O'Neal's base compensation by the agreement is
$200,000. In addition, he is entitled to such bonus remuneration, if any, as the
Board of Directors of the Company authorizes. The agreement contains a
noncompetition provision restricting certain of Mr. O'Neal's interests and
investments in North America for two years following termination of the
agreement. The agreement also provides for the grant of a stock option to Mr.
O'Neal to purchase 50,000 shares of Greenbrier Common Stock.

OPTION ON PROPERTIES. The Company has granted Messrs. James and Furman a
10-year option to purchase three parcels of residential real estate owned by the
Company and adjacent to property presently owned by Mr. Furman at a purchase
price equal to the greater of the Company's adjusted basis in the properties or
fair market value, as determined by an independent appraiser selected by the
Company. The option also includes a right of first refusal in favor of Messrs.
James and Furman in the event the Company desires to sell the properties to a
third party.

POLICY. It is the Company's policy that all proposed transactions by the
Company with directors, officers, five percent stockholders and their affiliates
be entered into only if such transactions are on terms no less favorable to the
Company than could be obtained from unaffiliated parties, are reasonably
expected to benefit the Company and are approved by a majority of the
disinterested, independent members of its Board of Directors.

5
<PAGE>
EXECUTIVE COMPENSATION

CASH AND NON-CASH COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS

The following table sets forth, for the fiscal years ended August 31, 1996,
1995 and 1994, compensation information with respect to the Company's (a) Chief
Executive Officer and (b) each of the four other most highly compensated
executive officers (collectively, "Named Executive Officers"), based on the
salary and bonus earned during fiscal 1996.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION -------------------
-------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
SALARY BONUS(1) COMPENSATION OPTIONS/SARS(2) COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- -------------------------------------- ---- ------- --------- ------------ ------------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Alan James 1996 200,000 700,000 -- -- --
Chairman of the Board 1995 200,000 700,000 -- -- --
1994 75,000 1,339,479 -- -- 1,110,410(4)
William A. Furman 1996 400,000 700,000 -- -- 2,375(5)
President and Chief Executive 1995 400,000 700,000 -- -- 2,310(5)
Officer 1994 191,667 1,339,479 59,409(3) -- 1,112,777(5)
L. Clark Wood 1996 165,000 195,000 -- 8,000 7,027(6)
President of Gunderson, Inc. 1995 160,000 145,000 -- -- 6,968(6)
1994 150,000 125,000 -- 16,000 2,749(6)
Robin D. Bisson 1996 155,000 190,000 -- 10,000 9,093(7)
President of Greenbrier Railcar, 1995 145,000 135,000 -- -- 7,219(7)
Inc. 1994 125,000 100,000 -- 22,625 3,290(7)
Norriss M. Webb 1996 155,000 150,000 -- 10,000 6,552(8)
Executive Vice President and General 1995 145,000 115,000 -- -- 5,600(8)
Counsel 1994 125,000 100,000 -- 22,000 3,715(8)
</TABLE>

- ------------------------------
(1) Includes bonuses paid during the fiscal year or paid during the subsequent
year but attributable to the fiscal year indicated.

(2) Grants of incentive stock options pursuant to the Company's 1994 Stock
Incentive Plan; except that 12,000 of Mr. Bisson's options and 12,000 of Mr.
Webb's options were granted under a supplementary stock option plan pursuant
to which options were granted by the founding stockholders.

(3) In fiscal 1996, 1995 and 1994 perquisites and other personal benefits did
not exceed the lesser of either $50,000 or ten percent of total annual
salary and bonuses for any named person other than Mr. Furman, who received
the indicated amount in connection with the payment of personal expenses in
fiscal 1994.

(4) Consists of the Company's contributions to the Greenbrier 401(k) Profit
Sharing Plan for the benefit of Mr. James; and marketing fees paid in the
amount of $1,109,408 for fiscal 1994, through a partnership jointly-owned
with Mr. Furman under a marketing agreement that terminated upon closing of
the Company's initial public offering in 1994.

(5) Consists of the Company's contributions to the Greenbrier 401(k) Profit
Sharing Plan for the benefit of Mr. Furman; and marketing fees paid in the
amount of $1,109,408 for fiscal 1994, through a partnership jointly-owned
with Mr. James under a marketing agreement that terminated upon closing of
the Company's initial public offering in 1994.

(6) Consists of the Company's contributions to the Greenbrier 401(k) Profit
Sharing Plan for the benefit of Mr. Wood; and $3,100 representing the
benefit to Mr. Wood in each of fiscal 1996 and 1995 of payment of the annual
premium pursuant to a "split dollar" life insurance policy. The benefit is
measured based on the term insurance value of the life insurance purchased
and a factor for lost interest on the premiums advanced. The Company will be
reimbursed for its payments from the proceeds of the life insurance policy
in the event of Mr. Wood's death, termination of employment or cancellation
or surrender of the policy.

(7) Consists of the Company's contributions to the Greenbrier 401(k) Profit
Sharing Plan for the benefit of Mr. Bisson; and $5,200 and $3,417
representing the benefit to Mr. Bisson for fiscal 1996 and 1995,
respectively, of payment of the annual premium pursuant to a "split dollar"
life insurance policy. The benefit is measured based on the term insurance
value of the life insurance purchased and a factor for lost interest on the
premiums advanced. The Company will be reimbursed for its payments from the
proceeds of the life insurance policy in the event of Mr. Bisson's death,
termination of employment or cancellation or surrender of the policy.

(8) Consists of the Company's contributions to the Greenbrier 401(k) Profit
Sharing Plan for the benefit of Mr. Webb; and $3,211 and $2,100 representing
the benefit to Mr. Webb for fiscal 1996 and 1995, respectively, of payment
of the annual premium pursuant to a "split dollar" life. The benefit is
measured based on the term insurance value of the life insurance purchased
and a factor for lost interest on the premiums advanced. The Company will be
reimbursed for its payments from the proceeds of the life insurance policy
in the event of Mr. Webb's death, termination of employment or cancellation
or surrender of the policy.

6
<PAGE>
The following table sets forth certain information regarding options for the
purchase of the Company's Common Stock that were awarded to the Company's Named
Executive Officers during the fiscal year ended August 31, 1996.

OPTION/SAR GRANTS IN FISCAL 1996

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------ VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES
NUMBER OF OPTIONS/ OF STOCK PRICE
SECURITIES SARS GRANTED APPRECIATION FOR
UNDERLYING TO EMPLOYEES EXERCISE OR OPTION TERMS
OPTIONS/SARS IN FISCAL BASE PRICE EXPIRATION --------------------
NAME GRANTED(1) YEAR ($/SH) DATE 5% 10%
- ------------------------------- ------------- ------------- ----------- ----------- --------- ---------
(A) (B) (C) (D) (E) (F) (G)
<S> <C> <C> <C> <C> <C> <C>
Alan James -- -- -- -- -- --
William A. Furman -- -- -- -- -- --
L. Clark Wood 8,000 4.9% $ 10.94 11/07/03 $ 35,621 $ 83,013
Robin D. Bisson 10,000 6.2% 10.94 11/07/03 44,527 103,766
Norriss M. Webb 10,000 6.2% 10.94 11/07/03 44,527 103,766
</TABLE>

- ------------------------------

(1) All options are incentive stock options granted under the Company's 1994
Stock Incentive Plan. Options first become exercisable in part on November
7, 1997.

The following table sets forth the aggregate value of unexercised options to
acquire shares of the Common Stock held by the Named Executive Officers on
August 31, 1996. No options were exercised by the Named Executive Officers
during the fiscal year ended August 31, 1996.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END OPTIONS AT FY-END($)(1)
-------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Alan James -- -- -- --
William A. Furman -- -- -- --
L. Clark Wood 8,000 16,000 -0- 4,500
Robin D. Bisson 11,312 21,313 45,000 50,625
Norriss M. Webb 11,000 21,000 45,000 50,625
</TABLE>

- ------------------------------

(1) Calculated based upon the difference between the exercise price and the
price of a share of the Company's Common Stock on August 31, 1996. The
closing price on the New York Stock Exchange of the Common Stock of the
Company on August 30, 1996 was $11 1/2.

EMPLOYMENT AGREEMENTS. Messrs. James and Furman have entered into
employment agreements with the Company dated July 1, 1994 under which they have
agreed to serve, respectively, as the Company's Chairman of the Board and
President and Chief Executive Officer. The principal terms of such employment
agreements are described in the accompanying report of the Compensation
Committee of the Board of Directors.

Mr. O'Neal has entered into an employment agreement with Greenbrier
Logistics, a subsidiary of the Company, under which he has agreed to serve as
Chairman of the Board of Greenbrier Logistics. The principal terms of such
employment agreement are described in "Certain Relationships and Related
Transactions.

7
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE

Board of Directors

The Greenbrier Companies, Inc.

Securities and Exchange Commission rules governing disclosure of executive
compensation in proxy statements require inclusion in this Proxy Statement of a
report from the Compensation Committee of the Board of Directors addressing,
with respect to the Company's most recently completed fiscal year: (a) the
Company's policies regarding executive compensation generally; (b) the factors
and criteria considered in setting the compensation of the Company's Chief
Executive Officer; and (c) any relationship between such compensation and the
Company's performance.

COMPOSITION OF THE COMMITTEE

The Compensation Committee of the Board of Directors is established pursuant
to the Company's Amended and Restated By-Laws. The Committee is charged, among
other matters, with considering and making recommendations to the Board of
Directors regarding salaries and bonuses for elected officers of the Company;
considering, reviewing and granting awards under the Company's 1994 Stock
Incentive Plan and administering the Plan; and considering matters of director
compensation, benefits and other forms of remuneration. The Committee is
comprised of at least two members of the Board of Directors, none of whom may be
an active or retired officer or employee of the Company or any of its
subsidiaries. Members of the Compensation Committee are appointed at the annual
meeting of the Board of Directors. Messrs. Peter K. Nevitt, Victor G. Atiyeh and
Benjamin R. Whiteley are the present members of the Compensation Committee.

The Compensation Committee held four meetings during the Company's 1996
fiscal year.

EXECUTIVE COMPENSATION POLICY GENERALLY

The Company's general compensation policy extends to all employees,
including executive officers. Under the policy, the Company endeavors to pay
compensation, including salary and bonuses, as applicable, at levels consistent
with prevailing levels of compensation for similar positions in the geographic
areas in which the Company maintains operations. During the fiscal year ended
August 31, 1995, the Compensation Committee engaged an independent consultant to
conduct a review of the Company's executive compensation programs. As a result
of the study, management is developing, and expects to propose for consideration
by the Compensation Committee, a supplemental non-qualified deferred
compensation plan for a limited number of executives.

The Company believes that a significant portion of each employee's
compensation should take the form of discretionary bonuses which generally
reflect the results of operations achieved by the Company. This policy extends
to all levels of the Company's employees. Under this policy, employees other
than hourly employees in transportation logistics service and employees covered
by collective bargaining agreements, typically receive annual bonuses. The
aggregate amount of such bonuses is determined at the discretion of senior
management of the Company and, in the case of Gunderson, Inc., is subject to
approval by the Board of Directors of Gunderson, Inc., based primarily upon the
Board's subjective evaluation of Gunderson's results of operations. Within the
approved bonus pool, specific allocations are typically made by management at
appropriate levels. Bonus amounts paid to executive officers must be approved by
the Compensation Committee upon recommendation of the President.

There is no fixed or predetermined relationship between the Company's
results of operations and the amount to be allocated to employee or officer
bonuses.

8
<PAGE>
COMPENSATION OF CHIEF EXECUTIVE OFFICER

The compensation of the Company's Chairman of the Board and of its President
and Chief Executive Officer is determined pursuant to the terms and conditions
of employment agreements between such officers and the Company, effective July
1, 1994. Mr. Furman's base salary as fixed by the agreement is $400,000 per
year. In addition to his base salary, Mr. Furman is entitled to receive an
annual cash bonus which increases with the Company's return on stockholders'
equity. The amount of the bonus is $100,000 if return on stockholders' equity is
positive and less than 10 percent. In the event return on stockholders' equity
equals at least 10 percent, Mr. Furman is entitled to an additional bonus of
$200,000, aggregating a total bonus of $300,000. The bonus increases ratably
with increases in return on stockholders' equity above 10 percent up to 18
percent. If return on stockholders' equity equals 18 percent in a fiscal year,
the amount of the additional bonus paid to Mr. Furman will be $600,000,
aggregating a total bonus of $700,000. If return on stockholders' equity exceeds
18 percent in a fiscal year, the Compensation Committee has the authority to
approve or recommend payment of an aggregate cash bonus in excess of the
$700,000 that was determined under the formula. The Company has entered into a
similar employment agreement with Alan James, Chairman of the Board. Mr. James'
base salary is $200,000 per year and the bonus provisions are identical to those
applicable to Mr. Furman. Based upon the above formula, Messrs. James and Furman
each received a bonus of $700,000 in respect of the Company's 1996 fiscal year,
reflecting return on defined stockholders' equity for the year in excess of 18
percent.

RETIREMENT SAVINGS PLANS

The Company maintains 401(k) retirement savings plans applicable to all
United States employees, including executive officers. Pursuant to these plans,
the Company typically matches a portion of employee contributions to the plans.
Contributions to the plans may be invested in a number of alternative
investments which do not presently include the Company's Common Stock. The
Company does not maintain other retirement or profit sharing plans for executive
officers or other employees.

1994 STOCK INCENTIVE PLAN

In 1994, the Company adopted and implemented its 1994 Stock Incentive Plan
(the "Plan"). Pursuant to the Plan, the Company reserved an aggregate of
1,380,000 shares of its Common Stock for grants of incentive stock options,
nonqualified stock options and restricted stock awards to officers, directors,
employees and consultants. Under the Plan, the Company awarded to an aggregate
of 1,804 employees and consultants, including executive officers, stock options
to purchase an aggregate of 729,105 shares of the Company's Common Stock at a
purchase price equal to the 1994 initial public offering price of $14 per share,
to an aggregate of 43 employees and consultants, including executive officers,
stock options to purchase an aggregate of 99,000 shares of the Company's Common
Stock at a purchase price equal to the $10.94 per share, and to two officers,
stock options to purchase an aggregate of 60,000 shares of the Company's Common
Stock at a purchase price of $11.875 per share. Under the Plan, each of the
Company's non-employee directors receives an option to purchase 1,000 shares of
the Company's Common Stock following each annual meeting of stockholders.
Pursuant to this provision, each of the Company's three non-employee directors
received options in January of 1995 and 1996 to purchase 1,000 shares of the
Common Stock at purchase prices of $16.75 per share and $11.75 per share
respectively. The largest number of shares purchasable by any employee pursuant
to such grants is 57,250 shares or 6.4 percent of the total. The President and
Chief Executive Officer is not eligible to receive awards under the Plan. The
Plan will be administered, and future grants will be awarded, by the
Compensation Committee.

1995 EMPLOYEE STOCK PURCHASE PLAN

In January of 1995 the stockholders approved the Company's 1995 Employee
Stock Purchase Plan (the "Stock Purchase Plan"). All permanent employees of the
Company and designated subsidiaries, including employees who are officers or
directors, are eligible to participate in the Stock Purchase Plan.

9
<PAGE>
Under the Stock Purchase Plan, participating employees authorize payroll
deductions of up to five percent of their base pay. Amounts so contributed are
used by the custodian of the Stock Purchase Plan to purchase shares of the
Company's Common Stock in open market transactions. Beginning June 1, 1996 the
Company has made matching contributions to amounts contributed by employees
pursuant to the Stock Purchase Plan in amounts equal to 15 percent of the
aggregate amounts contributed by employees. During the fiscal year ended August
31, 1996 the Company's matching contributions under the Stock Purchase Plan
aggregated approximately $9,000.

The Compensation Committee believes that the Company's executive and
employee compensation policies contribute to the long-term financial success of
the Company. The Compensation Committee intends to annually review the structure
of the Company's executive compensation programs to ensure that policies and
levels of compensation effectively link executive and stockholder interests and
are consistent with the long-term investment objectives appropriate to the
Company's business.

November 7, 1996.

Peter K. Nevitt

Victor G. Atiyeh

Benjamin R. Whiteley

10
<PAGE>
PERFORMANCE GRAPH

The following graph demonstrates a comparison of cumulative total returns
for the Company's Common Stock to the Dow Jones Transportation Equipment Index
and the S&P 500 Index. The Dow Jones Transportation Equipment Index was selected
this year because it provides a more reasonable comparison than the Dow Jones
Transportation Average as it is comprised of companies that offer services
similar to that provided by the Company. The S&P 500 Index is similar to the New
York Stock Exchange Composite Index and was selected this year for ease in the
preparation of the performance graph because it is regularly published by
Standard & Poor's. The performance graph compares the Company's return with both
the newly introduced and the prior year's indices. The graph assumes an
investment of $100 on July 14, 1994 in each of the Company's Common Stock and
the stocks comprising the indices. Each of the indices assumes that all
dividends were reinvested and that the investment was maintained to and
including August 31, 1996, the end of the Company's fiscal year.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
GBX S&P 500 NYSE COMPOSITE INDEX DOW JONES TRANSPORTATION EQUIPMENT INDEX DOW JONES TRANSPORTATION AVERAGE
<S> <C> <C> <C> <C> <C>
7/14/1996 100 100 100 100 100
Aug-94 124 105 105 101 100
Aug-95 94 128 121 104 117
Aug-96 85 152 140 104 128
</TABLE>

11
<PAGE>
STOCKHOLDINGS OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth information, as of October 31, 1996, with
respect to the beneficial ownership of the Company's Common Stock (the only
class of shares of outstanding voting securities of the Company) by each
director or nominee for director, by each Named Executive Officer, by all
directors and officers as a group, and by each person who is known to the
Company to be the beneficial owner of more than five percent of the Company's
outstanding Common Stock. Unless otherwise indicated, each person has sole
voting power and sole investment power.

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- -------------------------------------------------------------------------------- ------------------- -----------
<S> <C> <C>
Alan James 8,640,000(1) 61.0%(1)
One Centerpointe Drive
Suite 200
Lake Oswego, Oregon 97035

William A. Furman 8,640,000(1) 61.0%(1)
One Centerpointe Drive
Suite 200
Lake Oswego, Oregon 97035

Victor G. Atiyeh 800(2) (3)

Peter K. Nevitt 5,500(2) (3)

C. Bruce Ward 5,062(2) (3)

Benjamin R. Whiteley 2,500(2) (3)

Robin D. Bisson 14,312(2) (3)

Norriss M. Webb. 11,550(2) (3)

All directors and executive officers as a group (13 persons) 8,719,196 61.3%
---------- -----------
---------- -----------
</TABLE>

- ------------------------------

(1) The shares shown as beneficially owned include 4,320,000 shares held by Mr.
Furman, and 4,320,000 shares held by Mr. James which, pursuant to the terms
of a Stockholders' Agreement, will be voted in concert to elect each other
as directors and with respect to all other matters put to a vote of the
stockholders. Mr. James disclaims beneficial ownership of the shares held by
Mr. Furman, and Mr. Furman disclaims beneficial ownership of the shares held
by Mr. James. The shares beneficially owned by Mr. Furman include 375,000
shares held of record by the William A. Furman Charitable Remainder
Unitrust. The shares beneficially owned by Mr. James include 375,000 shares
held of record by the Alan James Charitable Remainder Unitrust.

(2) These figures include 500 shares for Mr. Atiyeh, 500 shares for Mr. Nevitt,
500 shares for Mr. Whiteley, 2,562 shares for Mr. Ward, 11,312 shares for
Mr. Bisson, 11,000 shares for Mr. Webb, and 56,761 shares for the group,
which such persons and the group have the right to acquire by exercise of
stock options within 60 days after October 31, 1996.

(3) Less than one percent.

12
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "Commission") and the New York Stock Exchange. Officers, directors and
greater than ten percent beneficial owners are required by Commission
regulations to furnish the Company with copies of all forms they file pursuant
to Section 16(a). Based solely on review of the copies of such reports furnished
to the Company and written representations from reporting persons that no other
reports were required, to the Company's knowledge all of the Section 16(a)
filing requirements applicable to such persons with respect to fiscal 1996 were
complied with.

APPROVAL OF RESTATED 1995 EMPLOYEE STOCK PURCHASE PLAN

The Company's 1995 Employee Stock Purchase Plan was approved by the
stockholders in January 1995. In January 1996, the Board of Directors approved
an amendment to the Stock Purchase Plan to allow the Company to make matching
contributions, beginning June 1, 1996, in an amount up to 15 percent of the
aggregate amount of employee contributions under the Stock Purchase Plan during
the previous month. This amendment may increase the number of shares which may
be purchased under the Stock Purchase Plan. Therefore, on November 7, 1996, the
Board of Directors approved an amendment to the Stock Purchase Plan authorizing
issuance under the Stock Purchase Plan of up to 500,000 shares of Greenbrier's
Common Stock. The Stock Purchase Plan has been restated to incorporate the
amendments heretofore made and to specify the increased number of shares
issuable under the Stock Purchase Plan. Stockholder approval of the Restated
1995 Employee Stock Purchase Plan ("Restated Stock Purchase Plan") is being
sought.

VOTE REQUIRED

The favorable vote of a majority of the outstanding shares of Common Stock
entitled to vote at the annual meeting will be required to approve the Restated
Stock Purchase Plan. The enclosed proxy will be voted for or against approval of
the Restated Stock Purchase Plan, or as an abstention, in accordance with the
instructions specified in the proxy form. If no instructions are given, the
proxies will be voted for approval of the amendment to the Restated Stock
Purchase Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF THE
RESTATED 1995 STOCK PURCHASE PLAN.

The following is a summary of the basic provisions of the Restated Stock
Purchase Plan, a complete copy of which is attached as Appendix A.

ELIGIBILITY

Except as described below, all permanent employees of the Company and
designated subsidiaries, including employees who are officers or directors, are
eligible to participate in the Restated Stock Purchase Plan. Any employee who
owns or would be deemed to own five percent or more of the voting power or value
of all classes of stock of the Company or one of its subsidiaries will be
ineligible to participate in the Restated Stock Purchase Plan. Rights of
employees under the Restated Stock Purchase Plan are not transferable.

At the date of this proxy statement, approximately 2,900 employees
(including officers) of the Company and designated subsidiaries are eligible to
participate in the Restated Stock Purchase Plan.

13
<PAGE>
NUMBER OF SHARES COVERED BY THE RESTATED STOCK PURCHASE PLAN

The maximum number of shares issuable pursuant to the Restated Stock
Purchase Plan, or purchasable by the custodian pursuant to the Restated Stock
Purchase Plan is 500,000 shares.

PURCHASE OF SHARES

Each eligible employee may participate in the Restated Stock Purchase Plan
by filing a subscription and payroll deduction authorization form with the
Company. No employee is allowed to subscribe for shares which, together with
shares purchasable under all stock purchase or option plans of the Company,
would have a fair market value of more than $25,000 in any one calendar year.
The amount deducted from any pay check may not exceed 5 percent of the
employee's gross amount of base pay for the payroll period. Payroll deductions
for any subsequent pay period may be changed by giving written notice to the
Company. An employee may change his or her deductions or reinstate participation
in the Restated Stock Purchase Plan after termination only once during each
calendar year.

Amounts withheld are remitted monthly to the Custodian which will apply the
funds to the purchase in the open market of shares of the Company's Common Stock
for participating employees. The purchase price for shares purchased under the
Restated Stock Purchase Plan is the price at which the shares are purchased by
Custodian in the open market. Brokerage commissions on such purchases are paid
by the Company.

ADMINISTRATION

The Restated Stock Purchase Plan is administered by the Board of Directors.
The Board promulgates rules and regulations for the operation of the Restated
Stock Purchase Plan, adopts forms for use in connection with the Restated Stock
Purchase Plan, decides any question of interpretation of the Restated Stock
Purchase Plan and generally supervises the administration of the Restated Stock
Purchase Plan. The Board of Directors delegated to the Compensation Committee of
the Board of Directors authority for general administration of the Restated
Stock Purchase Plan.

MATCHING CONTRIBUTIONS

Beginning June 1, 1996, the Company may contribute to the Restated Stock
Purchase Plan a matching contribution to be added to the funds contributed by
participants (via payroll deductions) for the purchase of shares under the
Restated Stock Purchase Plan. The matching contributions will not exceed fifteen
percent (15%) of the total of all payroll deductions made under the Restated
Stock Purchase Plan during the month preceding the month in the which the
matching contribution is made.

CUSTODIAN

Shares purchased under the Restated Stock Purchase Plan are held by an
independent custodian (the "Custodian"). By appropriate instructions from the
employee, the shares may be sold for the employee's account or transferred into
the employee's own name or into a brokerage account. The Custodian maintains the
records of the Restated Stock Purchase Plan. The Restated Stock Purchase Plan
was amended in April 1996 to require that all cash dividends, if any, in respect
of shares held by the Custodian would be automatically reinvested in the
purchase of additional shares pursuant to the Automatic Dividend Reinvestment
Plan.

EXPENSES

The Company pays all the expenses of the Restated Stock Purchase Plan,
except expenses incurred in connection with sales of shares for the account of
an employee.

14
<PAGE>
AMENDMENT AND TERMINATION

The Board of Directors of the Company may from time to time amend the
Restated Stock Purchase Plan in any and all respects, except that without the
affirmative vote of a majority of the outstanding shares of the Company the
Board of Directors may not extend the term of the Restated Stock Purchase Plan.
The Restated Stock Purchase Plan will continue in effect until June 30, 2004,
subject to the right of the Board of Directors to terminate the Restated Stock
Purchase Plan at any time.

RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors has appointed Deloitte & Touche LLP, independent
public accountants, to audit the consolidated financial statements of the
Company for the fiscal year ending August 31, 1997. Deloitte & Touche LLP has
acted as independent public accountants for the Company since 1985. A
representative of Deloitte & Touche LLP is expected to be present at the Annual
Meeting, will have the opportunity to make a statement, and will be available to
respond to appropriate questions.

Unless marked to the contrary, proxies received will be voted FOR
ratification of the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the 1997 fiscal year.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE 1997
FISCAL YEAR.

OTHER BUSINESS

Management knows of no other matters that will be presented for action at
the Annual Meeting. However, the enclosed proxy gives discretionary authority to
the persons named in the proxy in the event that any other matters should be
properly presented to the meeting.

STOCKHOLDER PROPOSALS

Stockholders may only bring business before an annual meeting if the
stockholder proceeds in compliance with the Company's Amended and Restated
Bylaws. For business to be properly brought before the 1997 Annual Meeting by a
stockholder, notice of the proposed business must be given to the Secretary of
the Company in writing on or before the close of business on December 5, 1996.
The notice to the Secretary must set forth as to each matter that the
stockholder proposes to bring before the meeting: (a) a brief description of the
business and reasons for conducting such business at the annual meeting; (b) the
stockholder's name and address as they appear on the Company's books; (c) the
class and number of shares beneficially owned by the stockholder; (d) any
material interest of the stockholder in such business and a description of all
arrangements and understandings between such stockholder and any other person
(including their names) in connection with the proposal of such business; and
(e) a representation that the stockholder intends to appear in person at the
annual meeting and bring such business before the meeting. The presiding officer
at any annual meeting shall determine whether any matter was properly brought
before the meeting in accordance with the above provisions. If the presiding
officer should determine that any matter has not been properly brought before
the meeting, he or she will so declare at the meeting and any such matter will
not be considered or acted upon.

15
<PAGE>
To be eligible for inclusion in the Company's proxy materials for the 1998
Annual Meeting of stockholders, a proposal intended to be presented by a
stockholder for action at that meeting must, in addition to complying with the
stockholder eligibility and other requirements of the Commission's rules
governing such proposals, be received not later than July 29, 1997 by the
Secretary of the Company at the Company's principal executive offices, One
Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035.

------------------------

A COPY OF GREENBRIER'S 1996 ANNUAL REPORT ON FORM 10-K WILL BE AVAILABLE TO
STOCKHOLDERS WITHOUT CHARGE UPON REQUEST TO: INVESTOR RELATIONS, THE GREENBRIER
COMPANIES, INC., ONE CENTERPOINTE DRIVE, SUITE 200, LAKE OSWEGO, OREGON 97035.

By order of the Board of Directors,
Kenneth D. Stephens
SECRETARY

November 26, 1996

16
<PAGE>
APPENDIX A

THE GREENBRIER COMPANIES, INC.
RESTATED 1995 EMPLOYEE STOCK PURCHASE PLAN

1. PURPOSE OF THE PLAN. The Greenbrier Companies, Inc. (the "Company")
believes that ownership of shares of its Common Stock, par value $.001 per share
("Shares"), by employees of the Company and its participating subsidiaries (as
defined below) is desirable as an incentive to continuation and enhancement of
Company profits and as a means by which employees may share in the rewards of
growth and success of the Company. The Company's Restated 1995 Employee Stock
Purchase Plan (the "Plan) is intended to provide a convenient way for employees
of the Company and its participating subsidiaries to purchase Shares through
payroll deductions and a method by which the Company may assist and encourage
such employees to become stockholders. The Company intends that the Plan shall
satisfy the requirements of Rule 16b-3 under the Securities Exchange Act of
1934.

2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Board
of Directors. The Board of Directors may promulgate rules and regulations for
operation of the Plan, adopt forms for use in connection with the Plan, and
decide any question of interpretation of the Plan or rights arising hereunder.
The Board of Directors may consult with counsel for the Company on any matter
arising under the Plan. All determinations and decisions of the Board of
Directors shall be conclusive. Notwithstanding the foregoing, the Board of
Directors, if it so determines, may delegate to the Compensation Committee of
the Board of Directors the authority for general administration of the Plan.

3. ELIGIBLE EMPLOYEES. Except as indicated below, all permanent employees
of the Company and all permanent employees of each subsidiary of the Company
which subsidiary shall be designated by the Board of Directors of the Company as
a participant in the Plan (a "Participating Subsidiary") are eligible to
participate in the Plan. Any employee who would, after a purchase of Shares
under the Plan, own or be deemed to own stock possessing five percent or more of
the total combined voting power or value of all classes of stock of the Company
or its subsidiaries shall be ineligible to participate in the Plan. A permanent
employee is one who has been in the employ of the Company or any of its
Participating Subsidiaries for at least three months and who is in the active
service of the Company or any of its Participating Subsidiaries on the date a
purchase of Shares is made under the Plan, excluding, however, any employee
whose customary employment is 20 hours or less per week or whose customary
employment is for not more than five months per calendar year.

4. PARTICIPATION IN THE PLAN. An eligible employee may participate in the
Plan by filing with the Company, on forms furnished by the Company, a
subscription and payroll deduction authorization. The subscription and payroll
deduction authorization shall authorize the employee to make payroll deductions
from the employee's compensation. If payroll deductions are made by a
Participating Subsidiary, that subsidiary shall promptly remit the amount of the
deduction to the Company or to such bank, trust company, or investment or
financial firm (the "Custodian") as shall be appointed by the Board of
Directors. No employee shall be allowed to subscribe for a number of Shares
under the Plan which would permit his/her rights to purchase Shares under all
stock purchase or option plans of the Company and its subsidiaries to accrue at
a rate which exceeds $25,000 of fair market value of such Shares (determined at
the time such shares are offered) for each calendar year in which such right to
subscribe or a subscription is outstanding at any time. The amount deducted from
a participant's compensation with respect to participation in the Plan shall not
exceed five percent of the gross amount of base pay for the pay period to which
the deduction relates. Payroll deductions for any subsequent pay period may be
changed by giving advance written notice to the Company. An eligible employee
may change the amount of his/her deduction, or reinstate his/her participation
in the Plan after termination, only once during any calendar year. Participation
in the Plan shall terminate (a) when an employee gives written notice to the
Company

A-1
<PAGE>
that he/she terminates his/her participation in the Plan, or (b) when an
employee ceases to be an eligible employee for any reason, including death or
retirement.

5. PURCHASE OF STOCK. On or before the fifth day of each month, the
Company shall remit to the Custodian the total of all deductions made under the
Plan during the previous month. The Custodian shall forthwith apply such funds
to the purchase of Shares in open market transactions through brokers or dealers
at prevailing market prices. Purchases shall be completed on or before the 25th
day following the date of the remittance (the "Purchase Date"). Any funds
remaining with the Custodian, after the purchase of the maximum number of full
shares which can be purchased with the remittance, shall be applied to the next
month's purchase. Purchases shall be made in the name of the Custodian for the
account of The Greenbrier Employee Stock Purchase Plan. Each month, the
Custodian shall credit each participant's account with his/her pro rata share of
purchases of Shares under the Plan, including fractional shares to the third
decimal. Notwithstanding any other provision of this Plan to the contrary, the
maximum number of Shares which shall be issuable pursuant to the Plan, or
purchasable by the Custodian pursuant hereto, shall be 500,000 Shares.

6. DELIVERY OF SHARES. By appropriate instructions to the Custodian on
forms to be provided for such purpose, a participant may from time to time, and
subject to applicable law, direct the Custodian to (a) transfer into the
participant's own name all or part of the whole Shares held by the Custodian for
the participant's account and deliver such Shares to the participant; (b)
transfer all or part of the whole Shares held for the participant's account by
the Custodian to a regular individual brokerage account in the participant's own
name, either with the firm then acting as Custodian or with another firm, or (c)
sell all or part of the whole Shares held by the Custodian for the participant's
account at the market price at the time the order is executed and remit to the
participant the net proceeds of sale. Upon termination of participation in the
Plan, the participant may, subject to applicable law, elect to have the whole
Shares held by the Custodian for the account of the participant transferred and
delivered in accordance with (a) above, transferred to a brokerage account in
accordance with (b) above, or sold in accordance with (c), above. A participant
may only obtain cash with respect to a fractional Share reflected in his/her
account by sale of the fractional Share to the Custodian. Upon termination of
participation in the Plan, the cash balance remaining in a former participant's
account shall be refunded to him/her.

7. RECORDS AND STATEMENTS. The Custodian shall maintain the records of the
Plan. Each participant shall periodically receive a statement showing the
current balance of his/her account and the activity of his/ her account since
the preceding statement date. Participants shall be furnished such other reports
and statements as the Board of Directors shall from time to time determine.

8. EXPENSES OF THE PLAN. The Company shall pay all expenses incident to
operation of the Plan, including costs of record keeping, accounting fees, legal
fees, fees of the Custodian, commissions and issue or transfer taxes on
purchases pursuant to the Plan and on delivery of shares to a participant or
into his/her brokerage account. The Company shall not pay expenses, commissions
or taxes incurred in connection with sales of Shares by the Custodian at the
request of a participant. Expenses to be paid by a participant shall be deducted
from the proceeds of sale prior to remittance.

9. RIGHTS NOT TRANSFERABLE. The right to purchase Shares under this Plan
is not transferable by a participant, and such right is exercisable during the
participant's lifetime only by the participant. Upon the death of a participant,
any Shares held by the Custodian for the participant's account shall be
transferred to the deceased participant's estate.

10. DIVIDENDS AND OTHER DISTRIBUTIONS. All cash dividends, if any, in
respect of Shares held by the Custodian shall be automatically reinvested in the
purchase of additional Shares pursuant to the Company's Automatic Dividend
Reinvestment Plan. Any cash distributions not subject to the Dividend
Reinvestment Plan shall be paid to the participants entitled thereto. Stock
dividends and other distributions in Shares of the Company or other property in
respect of Shares held by the Custodian shall be issued to the Custodian and
held by it for the account of the respective participants entitled thereto.

A-2
<PAGE>
11. VOTING AND STOCKHOLDER COMMUNICATIONS. In connection with voting on any
matter submitted to the stockholders of the Company, the Custodian shall furnish
to each participant a proxy authorizing the participant to vote the Shares held
by the Custodian for his/her account. Copies of all general communications to
stockholders of the Company shall be sent to participants in the Plan.

12. RESPONSIBILITY AND INDEMNITY. Neither the Company, its Board of
Directors, the Custodian, any Participating Subsidiary, nor any member, officer,
agent, or employee or any of them, shall be liable to any participant under the
Plan for any mistake of judgment nor for any omission or wrongful act unless
resulting from gross negligence, willful misconduct or intentional misfeasance.
The Company shall indemnify and save harmless its Board of Directors, the
Custodian and any such member, officer, agent or employee against any claim,
loss, liability or expense arising out of the Plan, except such as may result
from the gross negligence, willful misconduct or intentional misfeasance of such
entity or person.

13. CONDITIONS AND APPROVALS. The obligations of the Company under the Plan
shall be subject to compliance with all applicable state and federal laws and
regulations, the rules of any stock exchange on which the Company's securities
may be listed, and to the approval of such federal and state authorities or
agencies as may have jurisdiction in the premises. The Company shall use its
best efforts to comply with such laws, regulations and rules and to obtain such
approvals.

14. AMENDMENT OF THE PLAN. The Board of Directors of the Company may from
time to time amend the Plan in any and all respects, except that without the
affirmative vote of a majority of the outstanding Shares of the Company the
Board of Directors may not extend the term of the Plan.

15. TERMINATION OF THE PLAN. The Plan shall terminate on June 30, 2004
provided that the Board of Directors in its sole discretion may at any time
terminate the Plan without any obligation on account of such termination, except
as hereinafter in this paragraph provided. Upon termination of the Plan, the
cash and Shares, if any, held in the account of each participant shall be
distributed to the participant provided that if prior to the termination of the
Plan, the Board of Directors and stockholders of the Company shall have adopted
and approved a substantially similar plan, the Board of Directors may in its
discretion determine that the account of each participant under this Plan shall
be carried forward and continued as the account of such participant under such
other plan, subject to the right of any participant to request distribution of
the cash and Shares, if any, held for his/her account.

16. RESTRICTIONS ON DIRECTORS AND EXECUTIVE OFFICERS. Notwithstanding any
provision of this Plan or of any subscription, payroll deduction authorization
or other document or instrument to the contrary, directors of the Company and
each person who shall have been designated by the Board of Directors of the
Company as an "executive officer" for purposes of Section 16 of the Securities
Exchange Act of 1934 shall be bound by the following additional provisions:

(a) Upon making a withdrawal, such participant must cease further
purchases in the Plan for six months, or the securities so distributed must
be held by the participant six months prior to disposition; provided,
however, that extraordinary distributions of all of the Company's securities
held by the Plan and distributions in connection with death, retirement,
disability, termination of employment, or a qualified domestic relations
order as defined by the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder, are not subject to this requirement;

(b) If such a participant ceases participation in the Plan, he/she may
not participate again for at least six months; and

17. EFFECTIVE DATE OF THE PLAN. The Plan shall not become effective until
it shall have been approved by the affirmative vote, in person or by proxy, of
the holders of a majority of the Shares of the Company

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<PAGE>
entitled to vote thereon. The Plan shall become effective as soon as practicable
after such approval, on a date to be determined by the Board of Directors of the
Company.

18. MATCHING CONTRIBUTIONS. From time to time, the Company may contribute
to the Plan and remit to the Custodian funds (a "Matching Contribution") to be
added to the funds contributed by participants (via payroll deductions) for the
purchase of Shares under the Plan. Matching Contributions shall not exceed
fifteen percent (15%) of the total of all payroll deductions made under the Plan
during the month preceding the month in which the Matching Contribution is made.
The Company shall remit to the Custodian any Matching Contribution concurrently
with its remittance to the Custodian of the total of all payroll deductions made
under the Plan during the preceding month pursuant to Paragraph 5 of the Plan.
The Custodian may co-mingle any Matching Contribution with other funds held
under the Plan and shall apply any Matching Contribution to the purchase of
Shares in the same manner and under the same terms as described in Paragraph 5
of the Plan. In no event shall the number of Shares purchased by the Custodian
with Matching Contributions exceed fifteen percent (15%) of the total number of
Shares purchased by the Custodian with payroll deductions. Shares purchased with
the proceeds of Matching Contributions shall inure to the benefit of each
participant in the same manner and to the same extent as described in Paragraph
5 of the Plan.

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<PAGE>

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints William A. Furman, C. Bruce Ward and A.
Daniel O'Neal, Jr., as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as
designated below, all the shares of Common Stock of The Greenbrier Companies,
Inc. held of record by the undersigned on November 21, 1996, at the Annual
Meeting of Stockholders to be held on January 14, 1997 or any adjournments or
postponements thereof.

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

<PAGE>

PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /

[ ]

1. ELECTION OF DIRECTORS

For all nominees
listed below (except WITHHOLD AUTHORITY
INSTRUCTION: To withhold authority as marked to the to bote for all
to vote for any individual nominee, contrary above) nominees listed below
strike a line through the nominee's / / / /
name in the list below:

ALAN JAMES WILLIAM A. FURMAN C. BRUCE WARD

2. PROPOSAL TO APPROVE THE RESTATED 1995 EMPLOYEE For Against Abstain
STOCK PURCHASE PLAN / / / / / /

PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.

3. PROPOSAL TO RATIFY THE APPOINTMENT OF For Against Abstain
DELOITTE & TOUCHE LLP AS THE COMPANY'S / / / / / /
INDEPENDENT AUDITORS FOR FISCAL 1997:

4. THE PROXIES ARE AUTHORIZED IN THEIR For Against Abstain
DISCRETION TO VOTE UPON SUCH OTHER / / / / / /
BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.

This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted for Proposals 1, 2, and 3 and in
the proxies' discretion as to such other matters as may properly
come before the meeting.

Please sign exactly as your name appears at left. When shares are
held by joint tenants, both should sign. When signing as attorneys,
executor, administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

Dated _______________________________________________, 19____

__________________________________________________________________

__________________________________________________________________
Signature if held jointly