<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>c14717exv10w1.txt
<DESCRIPTION>2004 EQUITY INCENTIVE COMPENSATION PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


                                                                     Page 1 of 6

                                GATX CORPORATION
                     2004 EQUITY INCENTIVE COMPENSATION PLAN
             STOCK-SETTLED STOCK APPRECIATION RIGHT (SAR) AGREEMENT


PARTICIPANT                          FirstName_1 MiddleInitial_1 LastName_1

NUMBER OF SARS                       NumberofOptions_1

EXERCISE PRICE OF SARS               $46.75

GRANT DATE                           March 8, 2007

EXPIRATION DATE*                     March 8, 2014


*Subject to earlier expiration as provided in the attached terms and conditions.

================================================================================

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 NumberofOptions_2 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.

Other terms used in the Agreement are defined in paragraph 16 or elsewhere in
this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement, consisting of this
page and paragraphs one (1) through sixteen (16) of Terms and Conditions
attached hereto, to be executed the date, month and year first above written.


     GATX CORPORATION                   PARTICIPANT


By:  /s/ Brian Kenney
     -------------------------          ----------------------------------------
     Chairman, President & CEO          FirstName_2 MiddleInitial_2 LastName_2


<PAGE>

                                                                     Page 2 of 6


1. Date of Exercise. Subject to the terms and conditions of this Agreement, each
Installment of Shares associated with a grant of SARs shall be exercisable on
and after the Vesting Date for such Installment as described in the following
schedule (but only if the Participant's Date of Termination has not occurred
before the Vesting Date):


<Table>
<Caption>
-------------------------------------------------------------------------------
            INSTALLMENT                        VESTING DATE
-------------------------------------------------------------------------------
<S>                                            <C>
           33.33% OF SARS                      MARCH 8, 2008
-------------------------------------------------------------------------------
           33.33% OF SARS                      MARCH 8, 2009
-------------------------------------------------------------------------------
           33.34% OF SARS                      MARCH 8, 2010
-------------------------------------------------------------------------------
</Table>



    For purposes of this Agreement, the term "Vesting Date" shall mean the
date(s) set forth in the above schedule.

2.  The vesting of each SAR granted hereunder shall be subject to the following:

     (a)  Each SAR shall become fully vested if a Participant's Date of
          Termination occurs by reason of the Participant's death, Disability or
          Retirement at or beyond age 65.

     (b)  Only SARs which were exercisable on or immediately prior to the
          Participant's Date of Termination may be exercised on or after the
          Date of Termination. However, if the Participant is terminated for
          Cause, all unexercised SARs will be cancelled as of the date
          immediately prior to the Date of Termination.

     (c)  If the Participant's Date of Termination does not occur prior to the
          occurrence of a Change in Control, the SARs shall become fully
          exercisable on the date of the Change in Control, subject to the
          following:

          (i)  Upon the occurrence of a Change in Control described in paragraph
               5(e) of the Plan with respect to a Participant as described
               therein (relating to certain transactions involving a subsidiary
               or business segment), (A) the Installment of SARs, if any,
               scheduled to become exercisable during the calendar year in which
               such Change in Control occurs shall become exercisable in full
               beginning on the date on which the Change in Control occurs and
               (B) all exercisable SARs remain exercisable until the earlier of
               the Expiration Date or the end of the calendar year following the
               consummation of the transaction which constitutes the Change of
               Control.

          (ii) Subject to compliance with Section 409A of the Internal Revenue
               Code of 1986, as amended, the Participant shall have a right,
               during the thirty day period following the occurrence of a Change
               in Control other than a Change of Control referred to in the
               immediately preceding subparagraph, to receive from the Company
               cash in an amount equal to the product of:

               (A)  the number of exercisable SARs which the Participant elects
                    to have canceled; and

               (B)  the excess, if any, of the highest of:


<PAGE>
                                                                     Page 3 of 6


                    (1)  the highest reported sales price of the Shares during
                         the sixty days preceding such exercise;

                    (2)  the highest purchase price for the Shares shown in any
                         Schedule 13D filed with respect to an acquisition
                         referred to in Section 5(a) of the Plan as paid within
                         the sixty days prior to the date of such report; or

                    (3)  the cash and value of property paid per share in any
                         transaction referred to in Section 5(c) of the Plan;
                         over the Exercise Price.

(3)  Expiration. The SARs shall not be exercisable after the Company's close of
     business on the last business day that occurs immediately prior to the
     Expiration Date. The "Expiration Date" shall be the earliest to occur of:

     (a)  the seven-year anniversary of the Grant Date;

     (b)  if the Date of Termination occurs by reason of death or Disability,
          the one-year anniversary of such Date of Termination;

     (c)  if the Date of Termination occurs for Cause, the date immediately
          preceding Date of Termination;

     (d)  if the Date of Termination occurs by reason of Retirement, the
          five-year anniversary of such Date of Termination; and;

     (e)  if the Date of Termination occurs for any reason other than those
          listed in subparagraph (b), (c), or (d) of this paragraph 3, the
          three-month anniversary of such Date of Termination.

(4)  Method of SAR Exercise; Number of Shares, Sale of Shares. The SARs subject
     to this grant may be exercised in whole or in part by filing a written
     notice with the Director, Compensation of the Company at its corporate
     headquarters prior to the Company's close of business on the last business
     day that occurs prior to the Expiration Date. Such notice shall specify the
     number of SARs which the Participant elects to exercise, and whether the
     Participant wishes to exercise his or her option to sell the underlying
     Shares following exercise. The SARs shall not be exercisable if and to the
     extent the Company determines that such exercise would violate applicable
     state or Federal securities laws or the rules and regulations of any
     securities exchange on which the Shares are traded. If the Company makes
     such a determination, it shall use all reasonable efforts to timely permit
     the SARs to be exercised in compliance with such laws, rules and
     regulations.

     In making any determination hereunder, the Company may rely on the opinion
     of counsel for the Company which may be the Company's internal counsel.
     Except in the event of a Change of Control as specified above, all SARs
     covered by this Agreement shall be settled in Shares. The number of Shares
     to be issued to a Participant upon exercise of an SAR shall be equal to the
     product of (a) the difference between (i) the fair market value of the
     Shares on the Exercise Date, and (ii) the Exercise Price, and (b) the
     number of SARs exercised, divided by the fair market value of the Shares on
     the Exercise Date. Any fractional share shall be paid in cash. For purposes
     of this paragraph (4), fair market value shall be the average of the high
     and low market prices as reported by the New York Stock Exchange on the
     date of exercise. If the Participant elects to sell


<PAGE>
                                                                     Page 4 of 6

     the Shares underlying the exercised SARs, such sale shall be executed as
     promptly as possible, however, the Participant should be aware that the
     sale may not be executed on the Exercise Date.

(5)  Dividend Equivalents. Participants shall be entitled to accrue dividend
     equivalents beginning on the Grant Date and ending upon the earlier to
     occur of (i) the date of exercise of the SARs and (ii) the Expiration Date.
     An account will be established for each participant that will accrue
     dividend equivalents on the SARs with respect to Shares that have not
     vested. The Participant's account shall be credited with dividend
     equivalents equal to the product of (a) the number of SARs which the
     Participant was granted and that have not vested subject to any adjustment
     made by the Committee as referred to in paragraph 4.2 (f) of the Plan, and
     (b) the dividend declared on a single Share with respect to the immediately
     preceding dividend record date. So long as the SARs have not been
     cancelled, accrued dividends with respect to any Installment will be paid
     as soon as practical after the Vesting Date of that Installment of SARs as
     reflected in paragraph 1. Dividend equivalents with respect to vested,
     unexercised SARS will be calculated as described above, and will be paid
     within 30 days of each quarterly dividend payment date. Dividend
     equivalents will be prorated through the Expiration Date for the quarter in
     which the Expiration Date occurs on vested SARs.

(6)  Withholding. All deliveries and distributions under this Agreement are
     subject to withholding of all applicable taxes. At the election of the
     Participant, and subject to such rules and limitations as may be
     established by the Committee from time to time, such withholding
     obligations may be satisfied through the surrender of Shares which the
     Participant already owns, or to which the Participant is otherwise entitled
     under the Plan; provided, however, that, except as otherwise provided by
     the Committee, such Shares may be used to satisfy not more than the
     Company's minimum statutory withholding obligation (based on minimum
     statutory withholding rates for Federal and state tax purposes, including
     payroll taxes, that are applicable to such supplemental taxable income).

(7)  Transferability. The SARs are not transferable other than as designated by
     the Participant by will or by the laws of descent and distribution, and
     during the Participant's life, may be exercised only by the Participant or
     in the case of his or her incapacity by his or her legal representative.

(8)  Heirs and Successors. This Agreement shall be binding upon and inure to the
     benefit of the Company and its successors and assigns, and upon any person
     acquiring, whether by merger, consolidation, purchase of assets or
     otherwise, all or substantially all of the Company's assets and business.
     If any rights exercisable by the Participant or benefits deliverable to the
     Participant under this Agreement have not been exercised or delivered,
     respectively, at the time of the Participant's death, such rights shall be
     exercisable by the Designated Beneficiary, and such benefits shall be
     delivered to the Designated Beneficiary, in accordance with the provisions
     of this Agreement and the Plan. The "Designated Beneficiary" shall be the
     beneficiary or beneficiaries designated by the Participant in a writing
     filed with the Committee in such form and at such time as the Committee
     shall require. If a deceased Participant fails to designate a beneficiary,
     or if the Designated Beneficiary does not survive the Participant, any




<PAGE>

                                                                    Page 5 of 6

     rights that would have been exercisable by the Participant and any benefits
     distributable to the Participant shall be exercised by or distributed to
     the legal representative of the estate of the Participant. If a deceased
     Participant designates a beneficiary and the Designated Beneficiary
     survives the Participant but dies before the Designated Beneficiary's
     exercise of all rights under this Agreement or before the complete
     distribution of benefits to the Designated Beneficiary under this
     Agreement, then any rights that would have been exercisable by the
     Designated Beneficiary shall be exercised by the legal representative of
     the estate of the Designated Beneficiary, and any benefits distributable to
     the Designated Beneficiary shall be distributed to the legal representative
     of the estate of the Designated Beneficiary.

(9)  Administration. The authority to manage and control the operation and
     administration of this Agreement shall be vested in the Committee, and the
     Committee shall have all powers with respect to this Agreement as it has
     with respect to the Plan. Any interpretation of the Agreement by the
     Committee and any decision made by it with respect to the Agreement shall
     be final and binding on all persons.

(10) Plan Governs. Notwithstanding anything in this Agreement to the contrary,
     the terms of this Agreement shall be subject to the terms of the Plan, a
     copy of which may be obtained by the Participant from the Director,
     Compensation of the Company; and this Agreement is subject to all
     interpretations, amendments, rules and regulations promulgated by the
     Committee from time to time pursuant to the Plan.

(11) Not An Employment Contract. The grant of SARs will not confer on the
     Participant any right with respect to continuance of employment or other
     service with the Company or any subsidiary, nor will the SAR interfere in
     any way with any right the Company or any subsidiary would otherwise have
     to terminate or modify the terms of such Participant's employment or other
     service at any time.

(12) Notices. Any written notices provided for in this Agreement or the Plan
     shall be in writing and shall be deemed sufficiently given if either hand
     delivered or if sent by fax or overnight courier, or by postage paid first
     class mail. Notices sent by mail shall be deemed received three days after
     mailing, but in no event later than the date of actual receipt. Notices
     shall be directed, if to the Participant, at the Participant's address
     indicated by the Company's records, or if to the Company, to the attention
     of the Director, Compensation at the Company's principal executive office.

(13) Fractional Shares. In lieu of issuing a fraction of a Share upon any
     exercise of an SAR, resulting from an adjustment of the number of SARs
     pursuant to paragraph 4.2(f) of the Plan or otherwise, the Company will be
     entitled to pay to the Participant in cash in an amount equal to the Fair
     Market Value of such fractional share.

(14) No Rights As Shareholder. The Participant shall not have any rights of a
     shareholder with respect to the shares subject to the granted SARs, unless
     and until a stock certificate has been duly issued following exercise of
     the SARs as provided herein.

(15) Amendment. This Agreement may be amended in accordance with the provisions
     of the Plan, and may otherwise be amended by written agreement of the
     parties.


<PAGE>

                                                                     Page 6 of 6

(16) Definitions. For purposes of this Agreement, the terms used in this
     Agreement shall be subject to the following:

     (a)  Cause. The term "Cause" shall mean (i) the willful and continued
          failure of the Participant to perform the Participant's duties with
          the Company or one of its affiliates (other than any such failure
          resulting from incapacity due to physical or mental illness), or (ii)
          the willful engaging by the Participant in illegal conduct or gross
          misconduct which is materially and demonstrably injurious to the
          Company. For purposes of this provision, no act or failure to act, on
          the part of the Participant, shall be considered "willful" unless it
          is done, or omitted to be done, by the Participant in bad faith or
          without reasonable belief, that the Participant's action or omission
          was in the best interests of the Company.

     (b)  Change in Control. The term "Change in Control" shall have the meaning
          ascribed to it in Section 5 of the Plan.

     (c)  Date of Termination. The term "Date of Termination" means the first
          day occurring on or after the Grant Date on which the Participant is
          not employed by the Company (or in the case of a non-employee member
          of the Board of Directors of the Company, a member on the Board) or
          any Subsidiary, regardless of the reason for the termination of
          employment; provided that a termination of employment shall not be
          deemed to occur by reason of a transfer of the Participant between the
          Company and a Subsidiary or between two Subsidiaries; and further
          provided that the Participant's employment shall not be considered
          terminated while the Participant is on a leave of absence from the
          Company or a Subsidiary approved by the Participant's employer.

     (d)  Disability. Except as otherwise provided by the Committee, the
          Participant shall be considered to have a "Disability" during the
          period in which the Participant is considered to be "disabled" as that
          term is defined in the Company's long term disability plan.

     (e)  Exercise Date. Notice pursuant to paragraph (4) hereof may be provided
          by e-mail, facsimile, hand delivery, regular mail or special delivery
          (e.g., UPS, overnight, FedEx). Except in the case of regular mail or
          special delivery, the term "Exercise Date" means the date of receipt
          by the Company of the written notice. In the case of regular mail or
          special delivery, "Exercise Date" shall mean the postmarked or
          shipping date reflected thereon.

     (f)  Retirement. "Retirement" of the Participant means retirement on a
          "Retirement Date," as that term is defined in the GATX Corporation
          Non-Contributory Pension Plan for Salaried Employees (the "Pension
          Plan"); provided that if the Participant is not a participant in the
          Pension Plan, the Retirement Date shall be the date determined by the
          Committee.

     (g)  Plan Definitions. Except where the context clearly implies or
          indicates the contrary, a word, term, or phrase used in the Plan is
          similarly used in this Agreement.

The Committee may modify the terms of this Agreement to the extent it determines
may be necessary to avoid the imposition of interest and/or penalties under
Internal Revenue Code Section 409A.
</TEXT>
</DOCUMENT>
