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                                                                     EXHIBIT 10C

                                GATX CORPORATION
                     2004 EQUITY INCENTIVE COMPENSATION PLAN
                           RESTRICTED 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 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

         The number of shares of "Restricted Stock Units" granted under this
         Agreement is NUMBER.

         Other terms used in this Agreement are defined pursuant to paragraph 13
         or elsewhere in this Agreement. Capitalized terms not defined herein
         shall have the meaning ascribed thereto in the Plan.

2.       Award. The Participant is hereby granted the number of Restricted Stock
         Units set forth in paragraph 1, subject to the terms of the Plan and
         this Agreement.

3.       Voting Rights and Dividends. Notwithstanding anything to the contrary,
         the Participant shall not be entitled to vote Restricted Stock Units,
         but from and after the Determination Date shall be entitled to vote
         shares of Restricted Stock which have not been previously forfeited.

         Unless a Participant's Date of Termination has occurred prior to the
         Determination Date, following the Determination Date an account shall
         be established for the Participant, to which shall be credited dividend
         equivalents equal to the product of (a) the number of the Participant's
         Restricted Stock and (b) the dividend declared on a single share of the
         Company's Common Stock during the period beginning on the Grant Date
         and ending on the Date of Determination. Unless a Participant's Date of
         Termination shall have previously occurred, on each dividend payment
         date thereafter during the period beginning on the Determination Date
         and ending on the second anniversary thereof, the

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         Participant's account shall be credited with dividend equivalents equal
         to the product of (x) the number of the Participant's Restricted Stock
         and (y) the dividend declared on a single share of the Company's Common
         Stock with respect to the immediately preceding dividend record date. A
         Participant shall be entitled to a distribution of the dividend
         equivalents credited to his or her account to the extent he or she has
         become vested in his or her Restricted Stock, subject to any adjustment
         made by the Committee as contemplated by subparagraph (5)(b)(ii)
         hereof.

4.       Deposit of Restricted Stock Certificates. The securities evidencing the
         Restricted Stock shall be imprinted with the following legend: The
         securities evidenced by this certificate are subject to transfer and
         forfeiture restrictions and other provisions of the Restricted Stock
         Agreement dated DATE between NAME and GATX Corporation.

5.       Vesting, Transfer and Forfeiture of Restricted Stock. If, for the
         period (the "Performance Period") commencing on the Grant Date and
         ending on December 31st, immediately following the Grant Date (the
         "Determination Date"), the Company's Total Gross Income less Gross
         Ownership Costs (as reported on the Company's audited income statement
         for the Performance Period) is not less than $250,000,000, the
         Restricted Stock Units granted to a Participant shall be converted to
         shares of Restricted Common Stock ("Restricted Stock"), provided that
         such awards shall not be payable until the Committee certifies that the
         goals have been met. Assuming the goal specified in the immediately
         preceding sentence has been achieved, the number of shares of
         Restricted Stock granted to the Participant shall depend on the extent
         to which the Performance Goals set forth on Exhibit 1 have been
         achieved during the Performance Period, and shall be calculated as set
         forth on Exhibit 2. . (a) Except as provided in paragraph (b), if the
         Participant's Date of Termination has not previously occurred, the
         Restricted Stock to which a Participant has become entitled shall vest
         on the second anniversary of the Determination Date. If the
         Participant's employment is terminated for Cause or the Date of
         Termination occurs prior to the second anniversary of the Determination
         Date, the Participant shall forfeit all non-vested shares.

         (b)      Notwithstanding the foregoing provisions of this paragraph 5,
                  the Participant shall become vested in the Restricted 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 not less than twelve months
                           following the Grant Date, he or she will be entitled
                           to a pro rata portion of the Restricted Stock based
                           on his or her length of employment during the
                           Restricted Period. The pro rata portion of the
                           Restricted Stock shall equal the product of the
                           Restricted Stock multiplied by a fraction (not
                           greater than one), the numerator of which is the
                           number of months the Participant is employed by the
                           Company or its Subsidiaries during the period
                           beginning on the Grant

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                           Date and ending on the Date of Termination and the
                           denominator of which is 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 prior to the second anniversary of the
                           Determination Date the Participant shall be entitled
                           to a pro rata portion of the Restricted Stock based
                           on his or her length of employment during the
                           Restricted Period. Provided, however, if the
                           Participant's Date of Termination occurs as described
                           in the immediately preceding sentence prior to the
                           Determination Date, then delivery of the shares will
                           be made as promptly as is practicable following the
                           Determination Date. Provided further, 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 Restricted Stock to which the
                           Participant is entitled.

                  (iii)    The Participant shall become fully vested in the
                           Restricted Stock upon a Change in Control that occurs
                           at the Company level, on or before the Participant's
                           Date of Termination and before the second anniversary
                           of the Determination Date. If the Change of Control
                           occurs prior to the Determination Date, the number of
                           Restricted Stock shall be calculated as if the
                           Company had achieved 100% performance against goal.
                           If a Change of Control occurs at a Subsidiary with
                           respect to a Participant prior to the Determination
                           Date, the Participant shall be entitled to one-third
                           (1/3) of the Restricted Stock assuming 100%
                           performance against goal. A Participant shall be
                           entitled to two-thirds (2/3) of the Restricted Stock
                           if a Change of Control occurs at a Subsidiary with
                           respect to such Participant during the first year
                           subsequent to the Determination Date, and to 100% of
                           the Restricted Stock if a Change of Control occurs at
                           a Subsidiary with respect to such Participant during
                           the second year subsequent to the Determination Date.

         (c)      Neither Restricted Stock Units nor Restricted Stock may be
                  sold, assigned, transferred, pledged or otherwise encumbered
                  until the Participant is vested in such shares.

6.       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).

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7.       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.

8.       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.

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 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.

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.

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13.      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.

         Determination Date. December 31st, immediately following the Grant
         Date.

         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 Stock Units and Restricted Stock
         shall begin on the Grant Date and end on the date the shares, if any,
         become vested.

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         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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