Exhibit 10.29

                       AMENDMENT OF 2004 EQUITY INCENTIVE
                       COMPENSATION PLAN AND EQUITY AWARDS

     The GATX Corporation 2004 Equity Incentive Compensation Plan (the "2004
Plan") is hereby amended in the particulars set forth below, with such
amendments effective January 1, 2005 with respect to Awards that were
outstanding on or after January 1, 2005, but excluding Awards to the extent that
they were vested on December 31, 2004, and excluding Options and SARs to the
extent that they were exercisable on December 31, 2004. Capitalized terms used
in this amendment and not defined herein shall have the meaning set forth in the
2004 Plan.

1.   By deleting the following phrase where it appears in subsection 2.2 of the
     2004 Plan:

     "; provided, however, that the Committee, in its discretion, may establish
     an Exercise Price of an Option or SAR granted under this Section 2 that
     varies based on the stock price of a comparator group of companies or such
     other index as is selected by the Committee (resulting in an Exercise Price
     that may at times be less than the Fair Market Value of a share of Stock on
     the date of grant); and further provided that such a variable price shall
     not be used if the Committee intends that the Options or SARs would be
     Performance-Based Compensation, and the use of such variable pricing would
     preclude such treatment"

2.   By adding the following subsection 2.8 at the end of Section 2 of the Plan:

     "2.8. Limitations for 409A. Options and SARs are subject to the following,
     notwithstanding any provisions of the Award Agreements to the contrary:

     (a)  Options and SARs are amended to eliminate the Participant's right to
          receive, upon exercise of the Option or SAR with respect to a share of
          Stock, an amount (including Stock having a Fair Market Value at the
          time of exercise) greater than the excess of (i) the Fair Market Value
          of a share of Stock at the time of exercise over (ii) the exercise
          price with respect to a share covered by the Award (with the
          application of this provision to include, without limitation, the
          elimination of the right to receive such greater amount following a
          Change in Control), provided that this sentence shall not be construed
          to permit distribution of cash rather than stock upon the exercise of
          an option or SAR.

     (b)  SARs are amended to provide that in determining the value to be
          delivered upon the exercise of an SAR (including, without limitation,
          an SAR granted in connection with an Option), and the number of shares
          to be delivered upon the exercise of a stock-settled SAR, and to the
          extent that the Award does not specify the manner of determining fair
          market value on the date of exercise, such fair market value shall be
          determined in a manner that is consistent with the definition of "Fair
          Market Value" set forth in the Plan.

3.   By adding the following sentence at the end of paragraph 4.2(f) of the 2004
     Plan:



     "However, in no event shall this paragraph (f) be construed to permit a
     modification (including a replacement) of an Option or SAR if such
     modification either: (i) would result in accelerated recognition of income
     or imposition of additional tax under Code section 409A; or (ii) would
     cause the Option or SAR subject to the modification (or cause a replacement
     Option or SAR) to be subject to Code section 409A, provided that the
     restriction of this clause (ii) shall not apply to any Option or SAR that,
     at the time it is granted or otherwise, is designated as being deferred
     compensation subject to Code section 409A."

4.   By adding the following paragraph (d) at the end of paragraph 4.5 of the
     2004 Plan:

     "(d) This subsection 4.5 and subsection 4.6 shall be subject to the
          following:

     (i)   This subsection 4.5 shall not be construed to permit the grant of an
           Option or SAR if such action would cause the Option or SAR being
           granted or the option or stock appreciation right being replaced to
           be subject to Code section 409A, provided that this paragraph (i)
           shall not apply to any Option or SAR (or option or stock appreciation
           right granted under another plan) being replaced that, at the time it
           is granted or otherwise, is designated as being deferred compensation
           subject to Code section 409A.

     (ii)  Except with respect to an Option or SAR that, at the time it is
           granted or otherwise, is designated as being deferred compensation
           subject to Code section 409A, no Option or SAR shall condition the
           receipt of dividends with respect to an Option or SAR on the exercise
           of such Award, or otherwise provide for payment of such dividends in
           a manner that would cause the payment to be treated as an offset to
           or reduction of the exercise price of the Option or SAR pursuant
           Treas. Reg. Section 1.409A-1(b)(5)(i)(E).

     (iii) Neither this subsection 4.5 nor subsection 4.6 shall be construed to
           permit a modification of an Award, or to permit the payment of a
           dividend or dividend equivalent, if such actions would result in
           accelerated recognition of taxable income or imposition of additional
           tax under Code section 409A."

5.   By adding the following sentence at the end of Section 4.6 of the 2004
     Plan:

     "Except for Options and SARs designated at the time of grant or otherwise
     as intended to be subject to Code section 409A, this subsection 4.6 shall
     not be construed to permit the deferred settlement of Options or SARs, if
     such settlement would result in deferral of compensation under Treas. Reg.
     Section 1.409A-1(b)(5)(i)(A)(3) (except as permitted in paragraphs (i) and
     (ii) of that section)."

6.   By adding the following sentence at the end of Section 7 of the 2004 Plan:

     "No amendment or termination shall be adopted or effective if it would
     result in accelerated recognition of income or imposition of additional tax
     under Code section 409A or, except as otherwise provided in the amendment,
     would cause amounts that were not otherwise subject to Code section 409A to
     become subject to section 409A."


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