The following Agreement for Continued Employment Following Change of Control or Disposition of a Subsidiary
dated as of January 1, 1998 has been entered into between GATX Corporation and the following executive
Ronald H. Zech, Chairman and CEO David Edwards, Vice President Finance and CFO David Anderson , Vice
President Corporate Development, Secretary and General Counsel William Chambers, Vice President Human
Resources Brian A. Kenney, Vice President and Treasurer
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 , (the "Executive")
on the Execution Date shown below, to be effective as of January 1, 1998.
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 for 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 a change in the beneficial ownership of GATX's voting stock or a change in the
composition of GATX's Board of Directors which occurs as follows:
(1) any "person" (as such term is used in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the
"Exchange Act")) other than:
(A) a trustee or other fiduciary of securities held under an employee benefit pl