AGREEMENT FOR CONTINUED EMPLOYMENT FOLLOWING CHANGE
OF CONTROL OR DISPOSITION OF A SUBSIDIARY
This Agreement is made and entered into by and between GATX Corporation ("GATX") and David B.
Anderson, (the "Executive") on the Execution Date shown below, to be effective as of July 1, 1995.
W I T N E S S E T H
WHEREAS, GATX and the Executive desire to enter into this Agreement in order to provide GATX and its
consolidated subsidiaries stability of management following a Change of Control or Disposition (as those terms
are defined herein) of GATX or one of its consolidated subsidiaries, to provide for the continued employment of
the Executive for a period of two years following the occurrence of either such event, and to set forth the terms
and conditions of such continued employment and the obligations of the parties in the event of termination thereof.
NOW, THEREFORE, it is hereby agreed by and between the parties as follows:
a. "Cause" means a willful and material breach of this Agreement which has resulted or is likely to result in a
material detriment to the financial condition, business or prospects of GATX.
b. "Change of Control" means the occurrence of any of the following events:
(1) Receipt by GATX of a Schedule 13D report confirming that a person or group owns beneficially twenty
percent (20%) or more of the outstanding voting stock of GATX.
(2) Any purchase under a non-GATX tender or exchange offer for stock of GATX following which the offering
person or group owns beneficially twenty percent (20%) or more of such stock.
(3) Shareholder approval of any merger in which GATX is not the surviving corporation or survives only as a
subsidiary of another corporation, consolidation or sale of all, or substantially all, of GATX's assets in one
transaction or in a series of transactions.
(4) A change in the majority of the Board of Directors of GATX not recommended by the incumbent directors.
(The words "person" and "group", as used in this paragraph