0000950137-09-003490 Sample Contracts

GATX CORPORATION 2004 EQUITY INCENTIVE COMPENSATION PLAN PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • May 1st, 2009 • Gatx Corp • Transportation services
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GATX CORPORATION 2004 EQUITY INCENTIVE COMPENSATION PLAN RESTRICTED COMMON STOCK AGREEMENT
Restricted Common Stock Agreement • May 1st, 2009 • Gatx Corp • Transportation services

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Participant and GATX Corporation (the “Company”).

GATX CORPORATION 2004 EQUITY INCENTIVE COMPENSATION PLAN STOCK-SETTLED STOCK APPRECIATION RIGHT (SAR) AGREEMENT
Stock-Settled Stock Appreciation Right (Sar) Agreement • May 1st, 2009 • Gatx Corp • Transportation services

In partial consideration of the provision of services by the Participant, an employee of GATX Corporation (the “Company”), or a subsidiary thereof (such subsidiary and the Company hereinafter collectively “GATX”), and as further incentive to the Participant to advance the interests of the Company, the Company hereby grants to the Participant stock-settled stock appreciation rights (the “SARs”) with respect to the same number of shares of common stock of the Company (“Share”) at the exercise price (the “Exercise Price”) set forth above, all as determined by the Compensation Committee (the “Committee”) of the Board of Directors of the Company in accordance with paragraph 2.2 of the GATX Corporation 2004 Equity Incentive Compensation Plan, as amended (the “Plan”). Such grant is expressly subject to the terms and conditions of this SAR Agreement as hereinafter set forth and further subject to the terms and conditions of the Plan, both of which are incorporated herein by reference.

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