January 1, 1994
MANAGEMENT INCENTIVE PLAN
This Management Incentive Plan (the "Plan"), which is administered by the Compensation Committee of the
Board of Directors (the "Committee"), is established for the period January 1 through December 31, 1994 (the
"Plan Year"), to motivate and reward those employees whose activities and contributions have a significant
bearing on the success and profitability of GATX Corporation and its Subsidiaries (collectively, the "Company").
Recommendation for participation in the Plan is initiated by the Subsidiary Presidents or the Vice President of
Human Resources, and approved by the Chief Executive Officer.
Participants under this Plan will be exempt salaried employees with the Company who are individually authorized
to participate (the "Participants"). Each Participant will be notified by the Subsidiary President or Corporate
Department Head of his or her participation in the Plan, and of the percentage of the base salary at which the
Participant will be eligible to participate in the Plan ("Target Bonus").
For purposes of this Plan, the following terms will have the following meanings:
A. "Base Salary" will mean (1) the total salary (excluding any incentive compensation or lump sum payments)
paid to a Participant by the Company before reduction for any contribution authorized under the GATX
Corporation Salaried Employees Retirement Savings Plan, plus (2) any compensation which the Participant elects
to defer under any deferred compensation plan of the Company.
B. "Income Goals" will mean the net income goals established annually by the Committee for GATX and each
subsidiary. See Exhibit II.
C. "Bonus" will mean the amount payable to a Participant under this Plan for the current Plan Year, calculated in
accordance with the provisions of this Plan, and approved by the Committee.
D. "Profit Attainment Percentage" will mean the quotient of income divided by i