<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>c14717exv10w2.txt
<DESCRIPTION>2004 EQUITY INCENTIVE COMPENSATION PLAN PERFORMANCE SHARE AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2

                                GATX CORPORATION
                     2004 EQUITY INCENTIVE COMPENSATION PLAN
                           PERFORMANCE SHARE AGREEMENT

         THIS AGREEMENT, entered into as of March 8, 2007, by and between the
Participant and GATX Corporation (the "Company");

         WHEREAS, the Company maintains the GATX Corporation 2004 Equity
Incentive Compensation Plan (the "Plan"), which is incorporated into and forms a
part of this Agreement, and the Participant has been selected by the
Compensation Committee of the Board of Directors of the Company which has been
charged with the responsibility of administering the Plan (the "Committee") to
receive Performance Shares under the Plan;

         NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:

1.       Terms of Award. The following terms used in this Agreement shall have
         the meanings set forth in this paragraph 1:

         The "Participant" is FirstName MiddleInitial LastName.

         The "Grant Date" is March 8, 2007.

         The "Performance Period" is January 1, 2007 to December 31, 2009.

         The number of Performance Shares granted under this Agreement is
         NumberofShares. Such number of Performance Shares is sometimes referred
         to in this Agreement as the "Target Grant."

         Other terms used in this Agreement are defined in paragraph 13 or
         elsewhere in this Agreement or in the Plan.

2.       Grant. The Participant is hereby granted the number of Performance
         Shares set forth in paragraph 1, subject to the terms of the Plan and
         this Agreement.

3.       Vesting, Transfer and Forfeiture

         (a)   Subject to the terms hereof, if, for each of the three years
               during the Performance Period, the Company's Total Gross Income
               Less Total Ownership Costs (as reported on the Company's audited
               income statement for each year during the Performance Period) is
               greater than $430,000,000 (the "Threshold Goal"), then, following
               the Committee's certification that the Threshold Goal has been
               achieved, the Participant shall be entitled to the number of
               shares set forth in the 2007 resolution of the Committee
               providing for the grant of this award (the "Unadjusted Award
               Amount"). However, if the Threshold Goal is not achieved for the
               Performance Period, the Unadjusted Award Amount shall be zero.


<PAGE>

         (b)   After the end of the Performance Period, the Committee shall
               determine the number of the Participant's Performance Shares that
               have been earned for the Performance Period in accordance with
               the schedule in Exhibit 1, weighted by the percentages set forth
               in the column captioned "Weight" on Exhibit 2, and calculated in
               the manner set forth on Exhibit 2 (provided that the
               determination under this paragraph (b) shall be subject to
               paragraph 8). The Unadjusted Award Amount shall be reduced to the
               number of Performance Shares determined to be earned in
               accordance with the foregoing provisions of this paragraph (b),
               and any unearned portion of the Unadjusted Award Amount or
               Performance Shares shall be forfeited. In no event shall the
               shares earned by the Participant exceed the Unadjusted Award
               Amount.

         (c)   As soon as practicable after the Committee has made the
               determination of the number of the earned shares under paragraph
               (a) and (b) above, that number of shares of common stock of the
               company ("Shares") shall be transferred to the Participant.

         (d)   Notwithstanding the foregoing provisions of this paragraph 3, the
               Participant's Performance Shares shall be determined and
               exchanged for Shares and the Participant shall be vested therein,
               and become owner thereof free and clear of all restrictions
               otherwise imposed by this Agreement, as follows:

               (i)   If the Participant's employment is involuntarily terminated
                     by the Company other than for Cause, not less than eighteen
                     (18) months following the beginning of the Performance
                     Period but on or prior to the end of the Performance
                     Period, he or she will be entitled to a pro rata portion of
                     his or her Performance Shares hereunder equal in number to
                     the product of the number of Performance Shares to which
                     the Participant would otherwise be entitled in accordance
                     with the foregoing provisions of this paragraph 3,
                     multiplied by a fraction (not greater than one), the
                     numerator of which is the number of full and fractional
                     months the Participant is employed by the Company or its
                     Subsidiaries during the period beginning on the date of
                     commencement of the Performance Period, and ending on the
                     Date of Termination and the denominator of which is 36, the
                     number of months in the Performance Period. The Performance
                     Shares to which the Participant is entitled pursuant to
                     this subparagraph (i) shall be distributed to the
                     Participant free and clear of all restrictions as soon as
                     practical following the determinations described in
                     paragraphs (a) and (b) above.

               (ii)  If the Participant's Date of Termination occurs by reason
                     of the Participant's death, Retirement or Disability prior
                     to the end of the Performance Period, the Participant will
                     be entitled to distribution of a pro rata portion of his or
                     her Performance Shares free and clear of all restrictions
                     promptly following the end of the Performance Period, equal




                                       2
<PAGE>
                     in number to the product of the number of Performance
                     Shares to which the Participant would otherwise be entitled
                     in accordance with the foregoing provisions of this
                     paragraph 3, multiplied by a fraction (not greater than
                     one), the numerator of which is the number of full and
                     fractional months during the period beginning on the date
                     of commencement of the Performance Period and ending on the
                     date of the Participant's death, Retirement or Disability
                     and the denominator of which is 36, the number of months in
                     the Performance Period. If a Participant's Date of
                     Termination occurs by reason of the Participant's death,
                     Retirement or Disability, as described in the first
                     sentence of this subparagraph (ii), the Committee may, in
                     its sole discretion, increase the number of Performance
                     Shares to which the Participant is entitled, but in no
                     event will the Participant be entitled to a distribution
                     that is greater than what would have been distributable if
                     no Date of Termination had occurred.

               (iii) If a Change in Control described in paragraphs 5.2(a),
                     (b), (c) or (d) of the Plan occurs on or before the
                     Participant's Date of Termination and before the end of the
                     Performance Period, the number of shares of common stock to
                     which the Participant is entitled shall be calculated as if
                     the Company had achieved 100% performance against goals,
                     and shall be distributed to the Participant free and clear
                     of all restrictions as soon as practicable following the
                     Change in Control, and the Participant shall have no
                     further rights under this Agreement.

               (iv)  If a Change in Control described in paragraph 5.2(e) of the
                     Plan occurs with respect to a Participant as described
                     therein relating to certain transactions involving a
                     subsidiary or business segment, then as soon as practicable
                     following the Change in Control, the Participant shall
                     receive a distribution, free and clear of all restrictions,
                     of the following number of shares of common stock,
                     determined on the assumption that the Company achieved both
                     one hundred percent (100%) performance against goal as
                     follows:

                     (A)  If the Change in Control occurs during the first year
                          of the Performance Period, the Participant shall be
                          entitled to receive Shares equal in number to
                          one-third (1/3) of his or her Performance Shares.

                     (B)  If the Change in Control occurs during the second year
                          of the Performance Period, the Participant shall be
                          entitled to receive Shares equal in number to
                          two-thirds (2/3) of his or her Performance Shares.

                     (C)  If a Change in Control occurs during the third year of
                          the Performance Period, such Participant shall be
                          entitled to receive



                                       3

<PAGE>
                          Shares equal in number to the total of all of his or
                          her Performance Shares.

                     Following a distribution in accordance with this paragraph
                     (iv), the Participant shall have no further rights under
                     this Agreement.

         (e)   Subject to paragraph (d) above, if the Participant's Date of
               Termination occurs prior to the end of the Performance Period,
               the Participant shall forfeit all shares and rights under this
               Agreement.

         (f)   The Performance Shares may not be sold, assigned, transferred,
               pledged or otherwise encumbered until the shares have been
               distributed to the Participant free and clear of all
               restrictions.

4.       Voting Rights and Dividends. Notwithstanding anything to the contrary,
         the Participant shall not be entitled to vote his or her Performance
         Shares until such shares have been distributed.

         Unless a Participant's Date of Termination shall have previously
         occurred, on each dividend payment date during the Performance Period,
         the Participant's account shall be credited with dividend equivalents
         equal to the product of (x) the number of the Participant's Performance
         Shares and (y) the dividend declared on a single Share with respect to
         the immediately preceding dividend record date. A Participant shall be
         entitled to a distribution of an amount equal to the dividend
         equivalents credited to his or her account if and when he or she is
         entitled to distribution of such shares. The dividend equivalents
         attributable to forfeited Performance Shares shall likewise be
         forfeited.

5.       Withholding. The grant, vesting and distribution of benefits under this
         Agreement are subject to withholding of all applicable taxes. Subject
         to such rules and limitations as may be established by the Committee
         from time to time, the Participant may satisfy his or her withholding
         obligations through the surrender of shares of common stock 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).

6.       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 of the Participant or benefits
         distributable to the Participant under this Agreement have not been
         exercised or distributed, respectively, at the time of the
         Participant's death, such rights shall be exercisable by the Designated
         Beneficiary, and such benefits shall be distributed to the Designated
         Beneficiary, in accordance with the provisions of this Agreement and
         the Plan. If a deceased Participant



                                       4

<PAGE>
         fails to designate a beneficiary, or if the Designated Beneficiary does
         not survive the Participant, any 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 the Designated
         Beneficiary survives the Participant but dies before the exercise of
         all rights or the complete distribution of benefits under this
         Agreement, then any remaining rights and any remaining benefit
         distribution shall be exercisable by or distributed to the legal
         representative of the estate of the Designated Beneficiary.

7.       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.

8.       Modification of Goals. In determining the extent to which the
         Performance Goals (but not the Threshold Goal) have been achieved, the
         Committee may include or exclude items or events that impact the final
         results, positively or negatively, as it deems appropriate.

9.       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.

10.      Not An Employment Contract. The grant of Performance Shares hereunder
         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 it 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.

11.      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 business 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.

12.      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.

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



                                       5
<PAGE>
         3-Year Average Return on Equity. The term "3-Year Average Return on
         Equity" shall mean the sum of normalized (per the consolidated budget)
         net income divided by average equity excluding changes in accumulated
         other comprehensive income from equity for each year in the Performance
         Period divided by 3.

         3-Year Cumulative Investment Volume. The term "3-Year Cumulative
         Investment Volume" shall mean the sum of consolidated cumulative GAAP
         basis portfolio investments and capital additions as reported on the
         company's audited balance sheet for each year in the Performance
         Period.

         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 in
         the course of his or her discharge of duties for 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.

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

         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 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.

         Designated Beneficiary. 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.

         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.

         Performance Goals. The term "Performance Goals" shall mean 3-Year
         Average Return On Equity and 3-Year Cumulative Investment Volume
         established by the Committee for the Performance Period as set forth in
         Exhibit 1.

         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



                                       6
<PAGE>

         participant in the Pension Plan, the Retirement Date shall be the date
         of retirement determined by the Committee.


         IN WITNESS WHEREOF, the Participant has executed this Agreement, and
the Company has caused these presents to be executed in its name and on its
behalf, all as of the Grant Date.

Participant:  ____________________

GATX Corporation

By: Brian Kenney



Its:   Chairman, President and CEO



                                       7
<PAGE>


                                                                       Exhibit 1


                PERFORMANCE GOALS, WEIGHTS AND % OF TARGET EARNED
                         2007 -- 2009 PERFORMANCE PERIOD

<Table>
<Caption>
--------------------------------------------------------------------------------
      3-YEAR AVERAGE ROE (1)
           (50% WEIGHT)                         % OF TARGET GRANT EARNED
--------------------------------------------------------------------------------
<S>                                             <C>
           11% or less                                    0.0%
--------------------------------------------------------------------------------
               12%                                       25.0%
--------------------------------------------------------------------------------
               13%                                       47.5%
--------------------------------------------------------------------------------
               14%                                       70.0%
--------------------------------------------------------------------------------
               15%                                      100.0%
--------------------------------------------------------------------------------
               16%                                      110.0%
--------------------------------------------------------------------------------
               17%                                      150.0%
--------------------------------------------------------------------------------
          17.5% or more                                 200.0%
--------------------------------------------------------------------------------
</Table>

         Interpolated for actual performance between levels shown

(1)  3-Year Average Return on Equity is defined as the sum of normalized (per
     the consolidated budget) net income divided by average equity excluding
     changes in accumulated other comprehensive income from equity for each year
     in the Performance Period divided by 3



<Table>
<Caption>
--------------------------------------------------------------------------------
      3-YEAR CUMULATIVE INVESTMENT
               VOLUME (2)
              (50% WEIGHT)                      % OF TARGET GRANT EARNED
--------------------------------------------------------------------------------
<S>                                             <C>
       $1.5 billion or less                                 0%
--------------------------------------------------------------------------------
          $1.65 billion                                    25%
--------------------------------------------------------------------------------
          $1.80 billion                                    50%
--------------------------------------------------------------------------------
          $1.95 billion                                    75%
--------------------------------------------------------------------------------
          $2.10 billion                                   100%
--------------------------------------------------------------------------------
          $2.30 billion                                   125%
--------------------------------------------------------------------------------
          $2.50 billion                                   150%
--------------------------------------------------------------------------------
      $2.70 billion or more                               200%
--------------------------------------------------------------------------------
</Table>

(2)  3-Year Cumulative Investment Volume is defined as the sum of consolidated
     cumulative GAAP basis portfolio investments and capital additions as
     externally reported for each year in the Performance Period

In determining the extent to which the Performance Goals (but not the Threshold
Goal) have been achieved, the Compensation Committee, in its sole discretion,
may include or exclude items or events that impact the final results, positively
or negatively. However, in no event will the award exceed the Unadjusted Award
Amount.

<PAGE>
                                                                       Exhibit 2


                 SAMPLE CALCULATION OF PERFORMANCE SHARES EARNED

--------------------------------------------------------------------------------
         NUMBER OF PERFORMANCE SHARES GRANTED:                1,000
--------------------------------------------------------------------------------


<Table>
<Caption>
--------------------------------------------------------------------------------
                                                                       WEIGHTED
 PERFORMANCE                    TARGET       ASSUMED       PAYOUT       PAYOUT
     GOAL            WEIGHT      GOAL        ACTUAL      PERCENTAGE   PERCENTAGE
--------------------------------------------------------------------------------
<S>                  <C>        <C>         <C>           <C>          <C>

3-Year Average ROE    50%        15%           14%            70%        35.0%

3-Year Cumulative
Investment Volume     50%   $2.1 billion   $2.5 billion      150%        75.0%
--------------------------------------------------------------------------------

TOTAL WEIGHTED PAYOUT                                                   110.0%
--------------------------------------------------------------------------------
</Table>


<Table>
<Caption>
--------------------------------------------------------------------------------
PERFORMANCE SHARES EARNED
--------------------------------------------------------------------------------
Shares                           Weighted              Total Performance
Granted                           Payout                 Shares Earned
--------------------------------------------------------------------------------
<S>                              <C>                     <C>
1,000 x                           110.0%                   = 1,100
--------------------------------------------------------------------------------
</Table>


</TEXT>
</DOCUMENT>
