GATX CORP
RESTRICTED STOCK AGREEMENTS
<DOCUMENT>
<TYPE>EX-10.E
<SEQUENCE>7
<FILENAME>c89507exv10we.txt
<DESCRIPTION>RESTRICTED STOCK AGREEMENTS
<TEXT>
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                                                                     EXHIBIT 10E

                                GATX CORPORATION
                     2004 EQUITY INCENTIVE COMPENSATION PLAN
                        RESTRICTED COMMON STOCK AGREEMENT

         THIS AGREEMENT, entered into as of the Grant Date (as defined in
paragraph 1), 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 committee
administering the Plan (the "Committee") to receive a Restricted Common Stock
Award (which is a Full Value Award) 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 NAME.

         The "Grant Date" is DATE.

         Other terms used in this Agreement are defined pursuant to paragraph 12
         or elsewhere in this Agreement. Capitalized terms not defined herein
         shall have the meaning ascribed thereto in the Plan.

2.       Award. Subject to the terms of the Plan and this Agreement the
         Participant is hereby granted NUMBER Restricted Common Stock Rights
         ("Rights"). Six months following the Grant Date GATX will exchange the
         Rights for an equal number of shares of Restricted Common Stock.
         Subject to the vesting requirements set forth in paragraph 4 hereof,
         the shares of Restricted Common Stock will be issued in electronic form
         in the Participant's name and placed into a non-dividend paying book
         account with the Company.

3.       Voting Rights and Dividends. The Participant shall not be entitled to
         vote the Restricted Common Stock Rights. Once the shares of Restricted
         Common Stock are exchanged for the Rights, the Participant shall be
         entitled to vote the shares which have not been previously forfeited.

         An account shall be established for the Participant, to which shall be
         credited dividend equivalents equal to the product of (a) the number of
         shares of the Participant's Restricted Common Stock and (b) the
         dividend declared on a single share of the Company's Common Stock
         during the vesting period described in paragraph 4 hereof. To the
         extent he becomes vested in the Restricted Common Stock, the
         Participant shall be entitled to a distribution of the dividend
         equivalents credited to his account, subject to any adjustment

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         made by the Committee as contemplated by subparagraph (4)(b)(ii)
         hereof. All dividend equivalents paid will be considered ordinary
         income and will be subject to supplemental withholding rates for
         federal, state and applicable FICA taxes.

4.       Vesting, Transfer and Forfeiture of Restricted Common Stock.

         (a)      Except as provided in paragraph (b), (i) if the Participant's
                  Date of Termination has not previously occurred, all of the
                  Restricted Common Stock which has been issued in the
                  Participant's name shall vest on DATE, and (ii) if the
                  Participant's employment is terminated for Cause or the
                  Participant's Date of Termination occurs prior to DATE, the
                  Participant shall forfeit all non-vested shares.

         (b)      Notwithstanding the foregoing provisions of this paragraph 4,
                  the Participant shall become vested in the Restricted Common
                  Stock, and become owner thereof free 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 after
                           DATE, and prior to DATE, he will be entitled to a pro
                           rata portion of the Restricted Common Stock based on
                           his length of employment during the Restricted
                           Period. The pro rata portion of the Restricted Common
                           Stock shall equal the product of (a) the number of
                           shares of Restricted Common Stock which have been
                           issued to the Participant hereunder and (b) a
                           fraction (not greater than one), the numerator of
                           which shall be the number of months the Participant
                           is employed by the Company or its Subsidiaries during
                           the period beginning on the Grant Date and ending on
                           the Date of Termination and the denominator of which
                           shall be the number of months in the Restricted
                           Period.

                  (ii)     If the Participant's Date of Termination occurs by
                           reason of the Participant's death, Retirement or
                           Disability, the Participant shall be entitled to a
                           pro rata portion of the Restricted Common Stock based
                           on his or her length of employment during the
                           Restricted Period. Provided, however, that 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 shares of Restricted Common
                           Stock to which the Participant is entitled.

                  (iii)    The Participant shall become fully vested in the
                           shares of Restricted Common Stock upon a Change in
                           Control that occurs on or before the Participant's
                           Date of Termination.

         (c)      Restricted Common Stock may not be sold, assigned,
                  transferred, pledged or otherwise encumbered until the
                  Participant becomes fully vested in such shares.

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5.       Withholding. The grant and vesting of shares of Stock 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 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 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.       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.

9.       Not an Employment Contract. The Award 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.

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10.      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.

11.      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.

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

         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 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. If, as a result of a sale,
         merger or other transaction, the Participant's employer ceases to be a
         Subsidiary (and the Participant's employer is or becomes an entity that
         is separate from the Company), and the Participant is not, at any time
         during the 30-day period following the transaction, employed by the
         Company or an entity that is then a Subsidiary, then the occurrence of
         such transaction shall be treated as the Participant's Date of
         Termination caused by the Participant being discharged by the 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.

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         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.

         Restricted Period for the Restricted Common Stock Units and Restricted
         Common Stock shall begin on the Grant Date and end on December 31,
         2005.

         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.

         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: ________________________________

Its: ________________________________

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