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                                                                     EXHIBIT 10F

                                                                     Page 1 of 6

                                GATX CORPORATION
                     2004 EQUITY INCENTIVE COMPENSATION PLAN
                      NON-QUALIFIED STOCK OPTION AGREEMENT

PARTICIPANT                                          NAME

NUMBER OF OPTIONS                                    NUMBER

EXERCISE PRICE PER SHARE                             PRICE

GRANT DATE                                           GRANT DATE

EXPIRATION DATE*                                     EXPIRE DATE

*Subject to earlier termination as provided in the attached terms and
conditions.

In partial consideration of the provision of services by the above named
Employee, who currently is employed by GATX Corporation (the "Company"), or a
subsidiary thereof (such subsidiary and the Company hereinafter collectively
"GATX"), and as further incentive to the Employee to advance the interests of
the Company, the Company hereby grants to the Employee NUMBER non-qualified
stock options (the "Option") to purchase an equal number of "Covered Shares" of
common stock of the Company at the per share purchase price (the "Exercise
Price") set forth above, determined by the Compensation Committee (the
"Committee") of the Board of Directors of the Company in accordance with
paragraph 2.2 of the GATX Corporation 2004 Equity Incentive Compensation Plan
(the "Plan"), as amended. The Option is not intended to constitute an "incentive
stock option" as that term is used in Code section 422. Such grant is expressly
subject to the terms and conditions of this Option Agreement as hereinafter set
forth and further subject to the terms and conditions of the Plan, both of which
are incorporated herein by reference.

Other terms used in the Agreement are defined pursuant to paragraph 16 or
elsewhere in this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement, consisting of this
page and the two pages of Terms and Conditions attached hereto, to be executed
the date, month and year first above written.

GATX CORPORATION                    PARTICIPANT

By: _________________________          ____________________________
    Chairman and CEO                            NAME

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            1. Date of Exercise. Subject to the terms and conditions of this
     Agreement, each Installment of Covered Shares of the Option shall be
     exercisable on and after the Vesting Date for such Installment as described
     in the following schedule (but only if the Date of Termination has not
     occurred before the Vesting Date):

<TABLE>
<CAPTION>
                                    VESTING DATE APPLICABLE
     INSTALLMENT                        TO INSTALLMENT
--------------------                -----------------------
<C>                                 <C>
50% OF COVERED SHARES                  GRANT DATE + 1 YR
25% OF COVERED SHARES                 GRANT DATE + 2 YRS
25% OF COVERED SHARES                 GRANT DATE + 3 YRS
</TABLE>

            2. Notwithstanding the foregoing provisions of this paragraph 2, the
     Option shall become fully vested and exercisable as follows:

(a)      The Option shall become fully exercisable upon the Date of Termination,
         if the Date of Termination occurs by reason of the Participant's death
         or Disability.

(b)      Only Options which were exercisable immediately prior to the
         Participant's Date of Termination, or became exercisable upon the
         Participant's Date of Termination may be exercised on or after the Date
         of Termination. However, if the Participant is terminated for Cause,
         all Options not exercised prior to the Participant's Date of
         Termination will be cancelled immediately.

(c)      If the Participant's Date of Termination does not occur prior to the
         occurrence of a Change in Control, the Option shall become fully
         exercisable on the date of the Change in Control, subject to the
         following:

         (i)      Upon the occurrence of a Change in Control described in
                  paragraph 5(e) of the Plan with respect to a Participant as
                  described therein (relating to certain transactions involving
                  a subsidiary or business segment), the Installment, if any,
                  scheduled to become exercisable during the calendar year in
                  which such Change in Control occurs shall become exercisable
                  in full for a period beginning on the date on which the Change
                  in Control occurs and ending on the earlier of the end of the
                  calendar year following the consummation of such transaction
                  and the Expiration Date.

         (ii)     If the Option does not provide for a tandem SAR, the
                  Participant shall have a right, during the thirty day period
                  following the occurrence of a Change in Control, to receive
                  from the Company cash in an amount equal to the product of:

                  (A)      the number of Covered Shares which the Participant
                           elects to have canceled under the then exercisable
                           Options; multiplied by

                  (B)      the excess, if any, of the highest of:

                           (I)      the highest reported sales price of the
                                    Stock during the sixty days preceding such
                                    exercise;

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                           (II)     the highest purchase price for the Stock
                                    shown in any Schedule 13D filed with respect
                                    to an acquisition referred to in Section
                                    5(a) of the Plan as paid within the sixty
                                    days prior to the date of such report; or

                           (III)    the cash and value of property paid per
                                    share in any transaction referred to in
                                    Section 5(c) of the Plan;

                           over the Exercise Price.

            3. Expiration. The Option shall not be exercisable after the
     Company's close of business on the last business day that occurs prior to
     the Expiration Date. The "Expiration Date" shall be the earliest to occur
     of:

(a)      the seven-year anniversary of the Grant Date;

(b)      if the Date of Termination occurs by reason of death or Disability, the
         one-year anniversary of such Date of Termination;

(c)      if the Date of Termination occurs for Cause, the Date of Termination;

(d)      if the Date of Termination occurs by reason of Retirement, the
         five-year anniversary of such Retirement;

(e)      if the Date of Termination occurs for any reason other than those
         listed in subparagraph (b), (c), or (d) of this paragraph 3, the
         three-month anniversary of such Date of Termination.

            4. Method of Option Exercise. The Option may be exercised in whole
     or in part by filing a written notice with the Director, Compensation of
     the Company at its corporate headquarters prior to the Company's close of
     business on the last business day that occurs prior to the Expiration Date.
     Such notice shall specify the number of shares of Stock which the
     Participant elects to purchase, and shall be accompanied by payment of the
     Exercise Price for such shares of Stock indicated by the Participant's
     election. Payment shall be by cash or by check payable to the Company.
     Except as otherwise provided by the Committee before the Option is
     exercised, all or a portion of the Exercise Price may be paid by the
     Participant by delivery of shares of Stock owned by the Participant and
     acceptable to the Committee having an aggregate Fair Market Value (valued
     as of the date of exercise) that is equal to the amount of cash that would
     otherwise be required. Except as otherwise provided by the Committee,
     payments made with shares of Stock shall be limited to shares held by the
     Participant for not less than six months prior to the payment date. The
     Option shall not be exercisable if and to the extent the Company determines
     that such exercise would violate applicable state or Federal securities
     laws or the rules and regulations of any securities exchange on which the
     Stock is traded. If the Company makes such a determination, it shall use
     all reasonable efforts to obtain compliance with such laws, rules and
     regulations. In making any determination hereunder, the Company may rely on
     the opinion of counsel for the Company.

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            5. Dividend Equivalents. Participants shall be entitled to receive
     dividend equivalents beginning on the Grant Date and ending upon exercise
     of the Options or the Expiration Date, whichever occurs earlier. An account
     will be established for each participant that will accrue dividend
     equivalents on the Options. The Participant's account shall be credited
     with dividend equivalents equal to the product of (a) the number of Covered
     Shares which the Participant may purchase subject to any adjustment made by
     the Committee as referred to in paragraph 4.2 (f) of the Plan, and (b) the
     dividend declared on a single share of the Company's Common Stock with
     respect to the immediately preceding dividend record date So long as the
     Options have not been cancelled, accrued dividends will be paid as soon as
     practical after the Vesting Date of each Installment of Covered Shares as
     reflected in paragraph 1. Dividend equivalents will be paid within 30 days
     of each quarterly dividend payable date, subject to supplemental
     withholding rates for federal, state and FICA taxes. Dividend equivalents
     will be prorated through the Date of Termination for the quarter in which
     the Date of Termination occurs on vested Covered Shares.

            6. Withholding. All deliveries and distributions under this
     Agreement are subject to withholding of all applicable taxes. At the
     election of the Participant, and subject to such rules and limitations as
     may be established by the Committee from time to time, such withholding
     obligations may be satisfied 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).

            7. Transferability. The Option is not transferable other than as
     designated by the Participant by will or by the laws of descent and
     distribution, and during the Participant's life, may be exercised only by
     the Participant.

            8. 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 exercisable by the Participant or benefits
     deliverable to the Participant under this Agreement have not been exercised
     or delivered, respectively, at the time of the Participant's death, such
     rights shall be exercisable by the Designated Beneficiary, and such
     benefits shall be delivered to the Designated Beneficiary, in accordance
     with the provisions of this Agreement and the Plan. The "Designated
     Beneficiary" shall be 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. 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 a deceased Participant designates a beneficiary and the
     Designated Beneficiary survives the Participant but dies before the
     Designated Beneficiary's exercise of all rights under this Agreement or
     before the complete distribution of

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         benefits to the Designated Beneficiary under this Agreement, then any
         rights that would have been exercisable by the Designated Beneficiary
         shall be exercised by the legal representative of the estate of the
         Designated Beneficiary, and any benefits distributable to the
         Designated Beneficiary shall be distributed to the legal representative
         of the estate of the Designated Beneficiary.

            9. 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.

            10. 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.

            11. Not An Employment Contract. The Option 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.

            12. 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
     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.

            13. Fractional Shares. In lieu of issuing a fraction of a share upon
     any exercise of the Option, resulting from an adjustment of the Option
     pursuant to paragraph 4.2(f) of the Plan or otherwise, the Company will be
     entitled to pay to the Participant an amount equal to the fair market value
     of such fractional share.

            14. No Rights As Shareholder. The Participant shall not have any
     rights of a shareholder with respect to the shares subject to the Option,
     until a stock certificate has been duly issued following exercise of the
     Option as provided herein.

            15. 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.

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

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(a)      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
         which is materially and demonstrably injurious to 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.

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

(c)      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.

(d)      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.

(e)      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.

(f)      Plan Definitions. Except where the context clearly implies or indicates
         the contrary, a word, term, or phrase used in the Plan is similarly
         used in this Agreement.

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