Item 1.01 Entry Into a Material Definitive Agreement.
On February 23, 2009, GATX Corporation (the "Company") entered into a standard form of indemnity agreement with each member of its Board of Directors. These agreements provide, among other things, that the Company will indemnify each Director (each, an "Indemnitee") in the event that the Indemnitee becomes a party or otherwise a participant in any action or proceeding on account of the Indemnitee's service as a Director of the Company (or service for another corporation or entity in any capacity at the request of the Company) to the fullest extent permitted by applicable law. Under the indemnity agreement, the Company will pay, in advance of the final disposition of any such action or proceeding, expenses (including attorneys' fees) incurred by the Indemnitee in defending or otherwise responding to such action or proceeding upon receipt of a written undertaking from the Indemnitee to repay the amount advanced consistent with applicable law in the event that a court shall ultimately determine that he or she is not entitled to be indemnified for such expenses. The contractual rights to indemnification provided by the indemnity agreements are subject to the limitations and conditions specified in the agreements, and are in addition to any other rights each Indemnitee may have under the Company's Restated Certificate of Incorporation and Amended and Restated By-Laws, each as amended from time to time, and applicable law.
The foregoing summary of the indemnity agreements is qualified in its entirety by reference to the form of indemnity agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Form of Indemnity Agreement for Directors.

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