exv10w1






Exhibit 10.1




INDEMNITY AGREEMENT




     AGREEMENT, made and entered into as of                     , 20     , between GATX Corporation, a
corporation organized and existing under the laws of the State of New York, (the “Corporation”),
and                      (“Indemnitee”).



     WHEREAS, it is essential to the Corporation to retain and attract as Directors of the
Corporation the most capable persons available; and



     WHEREAS, the Corporation has requested that Indemnitee serve as a Director of the
Corporation; and



     WHEREAS, both the Corporation and Indemnitee recognize the increased risk of litigation and
other claims being asserted against directors of companies in today’s environment; and



     WHEREAS, the Corporation’s By-Laws (the “By-Laws”) provide that the Corporation will
indemnify its Directors to the fullest extent permitted by law and will advance expenses in
connection therewith, and Indemnitee’s willingness to serve as a Director of the Corporation is
based in part on Indemnitee’s reliance on such provisions; and



     WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal
liability in order to enhance Indemnitee’s service to the Corporation in an effective manner,
and Indemnitee’s reliance on the aforesaid provisions of the By-Laws, and in part to provide
Indemnitee with specific contractual assurance that the protection promised by such provisions
will be available to Indemnitee regardless of, among other things, any amendment to or
revocation of such provisions or any change in the composition of the Corporation’s Board of
Directors or any acquisition or business combination transaction relating to the Corporation,
the Corporation wishes to provide in this Agreement for the indemnification and advancement of
expenses to Indemnitee as set forth in this Agreement.



     NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties
hereto hereby agree as follows:



1. Indemnity.




     (a) To the fullest extent permitted by law (and regardless of any future By-Law provision
to the contrary), the Corporation shall indemnify Indemnitee in the event Indemnitee is made, or
threatened to be made, a party or a witness, or is otherwise a participant in or to, an action,
investigation or proceeding, whether civil, administrative or criminal (including but not
limited to an action, investigation or proceeding by or in the right of the Corporation or by or
in the right of any other corporation or business entity of any type or kind, domestic or
foreign, which any Director of the Corporation served in any capacity at the request of the
Corporation),



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by reason of the fact that Indemnitee, or Indemnitee’s testator or intestate is or was a
Director of the Corporation (or served any other corporation or business entity of any type or
kind, domestic or foreign, in any capacity at the request of the Corporation). The foregoing
indemnification shall be from and against all judgments, fines, penalties, amounts paid in
settlement and reasonable expenses, including attorneys’ fees, actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection with such action, suit, investigation or
proceeding, or any appeal therein. The Corporation shall pay, in advance of final disposition
of any such action, suit, investigation or proceeding, expenses (including attorneys’ fees)
incurred by Indemnitee in defending or otherwise responding to such action or proceeding upon
receipt of an undertaking by or on behalf of Indemnitee to repay such amount consistent with
provisions of applicable law, including but not limited to Section 725(a) of the New York
Business Corporation Law, as amended. For purposes of this Agreement, references to “serving at
the request of the Corporation” shall include any service as a Director of the Corporation which
imposes duties on, or involves services by, such Director with respect to an employee benefit
plan or its participants or beneficiaries, including but not limited to service as a trustee or
administrator of any such benefit plan.




     (b) Notwithstanding anything to the contrary in Section 1(a), the Corporation shall
indemnify Indemnitee in any action, suit or proceeding initiated by Indemnitee only if
Indemnitee acted with the authorization of the Corporation in initiating that action, suit
investigation or proceeding; provided, however, that any action or proceeding brought under
Section 9 shall not be subject to this Section 1(b), and it is expressly agreed that the
Corporation shall bear any and all fees and expenses incurred by Indemnitee in seeking to
enforce this agreement.



     (c) Indemnitee shall be presumed to be entitled to indemnification for matters covered in
this Agreement. The burden of proof of establishing that Indemnitee is not entitled to
indemnification shall be on the Corporation.



     (d) Neither the Corporation nor Indemnitee shall unreasonably withhold their
consent to any proposed settlement of an indemnified claim, provided, however, that no party
shall be required to admit liability in connection with any proposed settlement and Indemnitee
shall not be required to bear any cost or expense in connection with any proposed settlement of
an indemnifiable claim.



2. Partial Indemnity; Successful Defense.




     (a) If Indemnitee is entitled under any provisions of this Agreement to indemnification by
the Corporation for some or a portion of the expenses, judgments, fines, taxes, penalties and
amounts paid in settlement but not for the total amount thereof, the Corporation shall indemnify
Indemnitee for the portion thereof to which Indemnitee is entitled.



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     (b) To the extent that Indemnitee has been successful on the merits or otherwise in
defense or settlement of any action, suit, investigation or proceeding or in defense of any
issue or matter therein, including, without limitation, dismissal without prejudice, Indemnitee
shall be indemnified against any and all expenses (including but not limited to attorneys’
fees), judgments, fines, taxes, penalties and amounts paid in settlement with respect to such
action, suit or proceeding. Moreover, to the extent that Indemnitee has been successful on the
merits or otherwise in defense of any or all claims relating in whole or in part to an
indemnifiable event or in defense of any issue or matter therein, including, without limitation,
dismissal without prejudice, Indemnitee shall be indemnified against all costs, charges and
expenses, including, without limitation, attorneys’ fees and other fees and expenses, incurred
in connection therewith without further action or determination.



     (c) For purposes of this Agreement, the termination of any action, suit, investigation or
proceeding, by judgment, order, settlement (whether with or without court approval), or upon a
plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did
not meet any particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law or this Agreement.



3. Notice by Indemnitee.




     Indemnitee shall notify the Corporation in writing of any matter with respect to which
Indemnitee intends to seek indemnification hereunder as soon as reasonably practicable following
the receipt by Indemnitee of written threat thereof; provided, however, that failure to so
notify the Corporation shall not constitute a waiver by Indemnitee of his rights hereunder.



4. Advancement of Expenses.




     In the event of any action, suit, investigation or proceeding against Indemnitee which may
give rise to a right of indemnification from the Corporation pursuant to this Agreement,
following written request to the Corporation by Indemnitee, the Corporation shall advance to
Indemnitee (or to such parties as are conducting the defense of any indemnified claim) amounts
to cover expenses incurred by Indemnitee in defending or otherwise responding to or
participating in any such action, suit, investigation or proceeding in advance of the final
disposition thereof upon receipt of (a) an Undertaking by or on behalf of Indemnitee
substantially in the form annexed hereto as Exhibit A to repay the amount advanced in the event
it shall ultimately be determined by a court of competent jurisdiction from which no appeal can
be taken that Indemnitee is not entitled to be indemnified by the Corporation (the
“Undertaking”), and (b) reasonably satisfactory evidence as to the amount of such expenses.
Indemnitee’s Undertaking together with a copy of an expense statement billed to Indemnitee or
paid or to be paid by Indemnitee shall constitute satisfactory evidence as to the amount of
expenses to be advanced by the



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Corporation. Following receipt of an Undertaking, the Corporation shall, within 30
calendar days after receiving expense statements, make payment of the expenses stated therein.
No security shall be required in connection with any Undertaking and any Undertaking shall be
accepted without reference to the Indemnitee’s ability to make repayment.




5. Non-Exclusivity of Right of Indemnification.




     (a) The indemnification rights granted to Indemnitee under this Agreement shall not be
deemed exclusive of, or in limitation of, any other rights that are more beneficial to
Indemnitee to which Indemnitee may be entitled under New York law, the Corporation’s Articles of
Incorporation or By-Laws, any other agreement, any vote of shareholders or directors or
otherwise. To the extent any applicable law, the Corporation’s Articles of Incorporation or
By-Laws, as in effect on the date hereof or at any time in the future, permit greater or less
limited or less conditional indemnification or advance payment of expenses than is provided for
in this Agreement, Indemnitee shall enjoy such greater or less limited or less conditional
benefits so afforded, and this Agreement shall be deemed amended without any further action by
the Corporation or Indemnitee to grant such greater benefits. It is the intention of the
parties that nothing in this Agreement shall limit or abridge the indemnification rights of
Indemnitee as set forth in the By-Laws, in any directors’ and officers’ liability insurance
coverage, or otherwise. Accordingly, in the event there is a conflict between any provision in
this Agreement and any provision of the By-Laws now in effect or which may be in effect in the
future, the controlling provision shall be that provision which would be more favorable to
Indemnitee and would result in broader and more expansive indemnification rights in favor of
Indemnitee.



     (b) Indemnitee shall be entitled, in the sole discretion of Indemnitee, to elect to have
Indemnitee’s rights hereunder interpreted on the basis of applicable law in effect (i) at the
time of execution of this Agreement, or (ii) at the time of the occurrence of the indemnifiable
event giving rise to a claim, or (iii) at the time indemnification is sought.



6. Contribution.




     If the indemnification provided for in this Agreement is unavailable to Indemnitee for any
reason whatsoever, the Corporation, in lieu of indemnifying Indemnitee, shall contribute to the
amount incurred by Indemnitee, whether for expenses, judgments, fines, taxes, penalties and
amounts paid in settlement in connection with any action, suit, investigation or proceeding, in
such proportion as is fair and reasonable in light of all of the circumstances of such action
by board action, arbitration or by the court before which such action was brought in order to
reflect (a) the relative benefits received by the Corporation and Indemnitee as a result of the
event(s) and/or transaction(s) giving cause to such action; and/or (b) the relative fault of the
Corporation (and its other directors, officers, employees and agents) and Indemnitee in
connection with such event(s) and/or transaction(s).



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Indemnitee’s right to contribution under this Section 6 shall be determined in accordance
with, pursuant to and in the same manner as, the provisions in Sections 1 and 2 relating to
Indemnitee’s right to indemnification under this Agreement.




7. Liability Insurance.




     (a) To the extent the Corporation maintains at any time an insurance policy or policies
providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such
policy or policies, in accordance with its or their terms, to the maximum extent of the coverage
available for any other director of the Corporation under such insurance policy.



     (b) The purchase and maintenance of such insurance shall not in any way limit or affect
the rights and obligations of the parties hereto, and the execution and delivery of this
Agreement shall not in any way be construed to limit or affect the rights and obligations of the
Corporation and/or of the other parties under any such insurance policy.



     (c) The provisions of this Section 7 shall neither (i) restrict the Corporation’s right to
purchase any type of directors’ liability coverage (or any other insurance coverage that is
reserved to or benefits solely or primarily independent or non-executive directors), nor (ii)
afford any officer or non-executive director who is not insured under any such insurance policy
a claim against the Corporation, the Indemnitee, or any other entity arising from the purchase
or existence of such insurance coverage.



8. Termination of Agreement and Survival of Right of Indemnification.




     The rights granted to Indemnitee hereunder shall continue and survive any termination of
this Agreement and any termination of Indemnitee’s service as a director of the Corporation and
shall inure to the benefit of Indemnitee, Indemnitee’s personal representatives, heirs,
executors, administrators and beneficiaries. The Corporation will require any successor
(whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to
all or substantially all of the business or assets of the Corporation, by agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent the Corporation would be required to perform if no such
succession had taken place. This Agreement will be binding upon and inure to the benefit of the
Corporation and any successor to the Corporation, including, without limitation, any person
acquiring directly or indirectly all or substantially all of the business or assets of the
Corporation whether by purchase, merger, consolidation, reorganization or otherwise (and such
successor will thereafter be deemed the “Corporation” for purposes of this Agreement), but this
Agreement will not otherwise be assignable, transferable or delegable by the Corporation.



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9. Resolution of All Disputes Concerning Entitlement.




     (a) It is intent of the Corporation that the Indemnitee not be required to incur the
expenses associated with the enforcement of Indemnitee’s rights under this Agreement by
litigation or other legal action because the cost and expense thereof would substantially
detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if
it should appear to the Indemnitee that the Corporation has failed to comply with any of its
obligations under this Agreement or in the event that the Corporation or any other person takes
any action to declare this Agreement void or unenforceable, or institutes any action, suit,
investigation or proceeding designed (or having the effect of being designed) to deny, or to
recover from, the Indemnitee the benefits intended to be provided to the Indemnitee hereunder,
the Corporation irrevocably authorizes the Indemnitee from time to time to retain counsel of
Indemnitee’s choice, at the expense of the Corporation as hereinafter provided, to represent the
Indemnitee in connection with the initiation or defense of any litigation or other legal action,
whether by or against the Corporation or any director, officer, stockholder or other person
affiliated with the Corporation, in any jurisdiction. Regardless of the outcome thereof, the
Corporation shall pay and be solely responsible for any and all costs, charges and expenses,
including, without limitation, attorneys’ and other fees and expenses, reasonably incurred by
the Indemnitee as a result of the Corporation’s failure to perform this Agreement or any
provision thereof.



     (b) The exclusive forum for resolution of any controversy or claim arising out of or
relating to this Agreement or Indemnitee’s entitlement to indemnification under this Agreement
shall be the Federal and State Courts situated in and for the State of New York, County of New
York, and the parties hereby consent to the exclusive jurisdiction and venue of said courts and
waive any claim that said courts do not constitute a convenient or appropriate venue, and
agrees that service of process may be effected in any such action, suit or proceeding by notice
given in accordance with Section 11.



10. Amendments, etc.




     Except as provided in Section 5, no supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by both of the parties hereto. No waiver of any of
the provisions of this Agreement shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver. No provision of
this Agreement may be waived, modified or discharged unless such waiver, modification or
discharge is agreed to in writing signed by Indemnitee and the Corporation. No waiver by either
party hereto at any time of any breach by the other party hereto or compliance with any
condition or provision of this Agreement to be performed by such other party will be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, expressed or implied with
respect to the subject matter hereof have been made by either party



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which are not set forth expressly in this Agreement. This Agreement may be executed in one
or more counterparts, each of which will be deemed to be an original but all of which together
will constitute one and the same agreement.




     11. Notices.



     All notices, requests, demands and other communications required or permitted hereunder
shall be in writing and shall be deemed to have been duly given when delivered by hand or when
mailed by certified registered mail, return receipt requested, with postage prepaid:




	 	(a)	 	If to Indemnitee, to:
	 
	 	(b)	 	If to the Corporation, to:
	 
	 	 	 	GATX Corporation

222 W. Adams Street

Chicago, IL 60606-5314

Attention: Sr. Vice President, General Counsel





     or to such person or address as Indemnitee or the Corporation shall furnish to the other party
in writing pursuant to the above.



12. Severability.




     If any provision of this Agreement is determined to be invalid, illegal or unenforceable,
this invalidity, illegality or unenforceability shall not affect the validity, legality or
enforceability of any other provision of this Agreement, and there shall be substituted for the
provision at issue a valid and enforceable provision as similar as possible to the provision at
issue.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above stated.



	 	 	 	 	 	 	 	 	 
	GATX Corporation:	 	Indemnitee:
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 

	 	 	 	 	 	Name:	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 






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EXHIBIT A — GENERAL FORM OF UNDERTAKING




     1. This Statement is submitted pursuant to the Indemnity Agreement effective February 23,
2009 between GATX Corporation, a corporation organized and existing under the laws of the State
of New York, (the “Corporation”) and the undersigned.



     2. I am requesting indemnification against expenses (including attorneys’ fees) and
judgments, fines and amounts paid in settlement, all of which have been or will be actually and
reasonably incurred by me or on my behalf in connection with a certain action, suit,
investigation or other proceeding to which I am a party or am threatened to be made a party, or
in which I am or may be participating, by reason of the fact that I am or was a director of the
Corporation.



     3. With respect to all matters related to any such action, suit, investigation or other
proceeding, I believe I acted in good faith and in a manner I reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any criminal action
or proceeding, I had no reason to believe that my conduct was unlawful.



     4. I hereby undertake to repay this advancement of expenses if it shall ultimately
be determined by a court of competent jurisdiction that I am not entitled to be indemnified by
the Corporation under the aforesaid Indemnification Agreement or otherwise.



     5. I am requesting indemnification in connection with the following matter:
[PROVIDE DETAILS]



	 	 	 	 	 
	 
	 

	 	 	 	 
	Name of Director

	 	 	 	     Date







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