Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Mr. Michael E. Murphy and Mr. James M. Denny have informed GATX Corporation
(the "Company") that they are retiring from the Board of Directors of the
Company and will not stand for re-election at the Company's next annual meeting
of shareholders. Both Mr. Murphy, age 72, and Mr. Denny, age 76, are retiring
pursuant to the age 72 retirement policy in the Board's Corporate Governance
Guidelines. Mr. Denny had continued to serve past age 72 pursuant to a waiver
from the Board of Directors. As Messrs. Murphy and Denny complete their terms on
the Board, the Company has expressed its appreciation to them for their many
contributions and dedicated service.
