0001445305-13-000340 Sample Contracts

GATX CORPORATION PERFORMANCE SHARE AGREEMENT FOR EXECUTIVE OFFICERS
Performance Share Agreement • February 26th, 2013 • Gatx Corp • Transportation services

This PERFORMANCE SHARE AGREEMENT (this “Agreement”) is entered into as of January 24, 2013 (the “Grant Date”) by and between the Participant and GATX Corporation (the "Company") in respect of the performance period beginning on January 1, 2013 through and including December 31, 2015 (the “Performance Period”).

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GATX CORPORATION
Stock-Settled Stock Appreciation Right (Sar) Agreement • February 26th, 2013 • 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 for the Participant to advance the interests of the Company, the Company hereby grants to the Participant, on the Grant Date, the number of stock-settled stock appreciation rights set forth on the MSSB Benefit Access website (https://www.benefitaccess.com) (the "SARs") with respect to the same number of Shares of the Company at the Exercise Price set forth on the MSSB Benefit Access website pursuant to the GATX Corporation 2012 Incentive Award Plan (the “Plan”). Such grant is expressly subject to the terms and conditions of this Stock Appreciation Rights Agreement (the “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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