Officers.


   On March 4, 2009, the Compensation Committee (the "Committee") of the Board
of Directors of GATX Corporation (the "Company") granted to each executive
officer of the Company identified below (each, a "Named Executive Officer") the
number of stock appreciation rights ("SARs") and performance shares set forth
opposite his or her name:

          Name and Title        Stock Appreciation Rights   Performance Shares

                                         (#) (1)              (Target #) (2)



     Brian A. Kenney                     73,900                   33,240
     Chairman of the Board,
     President and Chief
     Executive Officer

Robert C. Lyons 17,600 7,920 Senior Vice President
and Chief Financial
Officer

James F. Earl 26,600 11,950 Executive Vice President
and Chief Operating
Officer

Deborah A. Golden 11,400 5,120 Senior Vice President,
General Counsel and
Secretary

Clifford J. Porzenheim 10,500 4,750 Senior Vice President,
Strategic Growth

(1) SARs have an exercise price of $16.685 per share, which was equal to the average of the high and the low prices of GATX common stock on the date of the grant. SARs have a seven year term and vest in three equal annual installments beginning on the first anniversary of the grant date.

(2) Performance shares are earned based on achievement of pre-established performance goals over a three-year performance period. The number of performance shares earned at the end of the performance period ranges from 0% to 200% of the initial target grant.

The SARs and performance shares were granted to the Named Executive Officers under the Company's 2004 Equity Incentive Compensation Plan, as amended (the "Plan"). Except as described below, these grants were made on the substantially same terms and conditions as those

contained in the Company's forms of Stock-Settled Appreciation Right (SAR) Agreement and Performance Share Agreement for grants to executive officers under the Plan.
Effective March 4, 2009, the Committee modified the standard terms of the Company's long-term equity incentive awards such that awards granted on and after that date are subject to a "double trigger" for vesting in the event of a change of control of the Company, rather than the "single trigger" vesting the Company had used in the past. As a result of this modification, if a change of control occurs and, within two years after the change in control, the executive's employment is terminated by the Company without cause or the executive resigns for good reason, all unvested SARs and performance shares granted to the executive prior to the change of control will vest, subject to the terms and conditions of the applicable SAR or performance share agreement.