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          AGREEMENT FOR EMPLOYMENT   FOLLOWING A CHANGE OF CONTROL        AGREEMENT by and between GATX Corporation, a New York corporation (the   "Company") and ____________ (the "Executive") dated as of the ___ day of ___________ , 20__   [Note:  Insert date agreement is signed].        The Board of Directors of the Company (the "Board"), has determined that it is in   the best interests of the Company and its shareholders to assure that the Company will have the   continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a   Change of Control (as defined below).  The Board believes it is imperative to diminish the   inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by   a pending or threatened Change of Control and to encourage the Executive's full attention and   dedication to the Company currently and in the event of any threatened or pending Change of   Control, and to provide the Executive with compensation and benefits arrangements upon a   Change of Control which ensure that the compensation and benefits expectations of the   Executive will be satisfied and which are competitive with those of other corporations.  Therefore,   in order to accomplish these objectives, the Board has caused the Company to enter into this   Agreement.        NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:        1.  Certain Definitions.  (a) The "Effective Date" shall mean the first date during the   Change of Control Period (as defined in Section 1(b)) on which a Change of Control (as defined   in Section 2) occurs.  Anything in this Agreement to the contrary notwithstanding, if a Change of   Control occurs, and if the Executive's employment with the Company is terminated prior to the   date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive   that such termination of employment (i) was at the request of a third party who has taken steps   reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or   anticipation of a Change of Control, then for all purposes of this Agreement the "Effective Date"   shall mean the date immediately prior to the date of such termination of employment.        (b) The "Change of Control Period" shall mean the period commencing on   ___________ ___, 20__ [Note:  Insert date agreement is signed], and ending on the second   anniversary of the date thereof; provided, however, that commencing on January 1, 20__ [Note:    Insert the first January 1 following date agreement is signed], and on each annual   anniversary of such date (such date and each annual anniversary thereof shall be hereinafter   referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period   shall be automatically extended so as to terminate two years from such Renewal Date, unless at   least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the   Change of Control Period shall not be so extended.        2.  Change of Control.  For the purpose of this Agreement, a "Change of Control"   shall mean:        (a) The acquisition by any individual, entity or group (within the meaning of Section   13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"))   (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the   Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the   Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the     





 







 2   then outstanding voting securities of the Company entitled to vote generally in the election of   directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of   this subsection (a), the following acquisitions shall not constitute a Change of Control:  (1) any   acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by   any employee benefit plan (or related trust) sponsored or maintained by the Company or any   corporation controlled by the Company or (4) any acquisition by any corporation pursuant to a   transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 2; or        (b) Individuals who, as of the date hereof, constitute the Board (the "Incumbent   Board") cease for any reason to constitute at least a majority of the Board; provided, however,   that any individual becoming a director subsequent to the date hereof whose election, or   nomination for election by the Company's shareholders, was approved by a vote of at least a   majority of the directors then comprising the Incumbent Board shall be considered as though such   individual were a member of the Incumbent Board, but excluding, for this purpose, any such   individual whose initial assumption of office occurs as a result of an actual or threatened election   contest with respect to the election or removal of directors or other actual or threatened solicitation   of proxies or consents by or on behalf of a Person other than the Board; or        (c) Consummation of a reorganization, merger or consolidation or sale or other   disposition (including, without limitation, a disposition occurring by merger, consolidation, sale, or   other similar transactions of one or more subsidiaries of the Company) of all or substantially all of   the assets of the Company (a "Business Combination"), in each case unless, following such   Business Combination (other than a Business Combination of the type referred to in the first   parenthetical of this subsection (c) which results in the disposition of all or substantially all of the   assets of the Company), (i) all or substantially all of the individuals and entities who were the   beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding   Company Voting Securities immediately prior to such Business Combination beneficially own,   directly or indirectly, more than 65% of, respectively, the then outstanding shares of common   stock and the combined voting power of the then outstanding voting securities entitled to vote   generally in the election of directors, as the case may be, of the corporation resulting from such   Business Combination (including, without limitation, a corporation which as a result of such   transaction owns the Company or all or substantially all of the Company's assets either directly   or through one or more subsidiaries) in substantially the same proportions as their ownership,   immediately prior to such Business Combination of the Outstanding Company Common Stock   and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any   corporation resulting from such Business Combination or any employee benefit plan (or related   trust) of the Company or such corporation resulting from such Business Combination) beneficially   owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common   stock of the corporation resulting from such Business Combination or the combined voting power   of the then outstanding voting securities of such corporation except to the extent that such   ownership existed prior to the Business Combination and (iii) at least a majority of the members   of the board of directors of the corporation resulting from such Business Combination were   members of the Incumbent Board at the time of the execution of the initial agreement, or of the   action of the Board, providing for such Business Combination; or         (d) Approval by the shareholders of the Company of a complete liquidation or   dissolution of the Company; or          (e) Consummation of a reorganization, merger or consolidation or sale or other   disposition of any subsidiary or of all or substantially all of the assets of any subsidiary of the   Company or a disposition (in a single transaction or series of integrated transactions) of all or     





 







 3   substantially all of the assets of an operating segment of the Company as identified in the financial   statements included in the Company’s most recent Annual Report on Form 10-K (each a   “Business Segment”) that is, in either case, the primary employer of the Executive  or to which   the Executive’s responsibilities primarily relate immediately prior thereto, and which does not   constitute a Business Combination as defined in Section 2(c), unless immediately thereafter the   Company, either directly or indirectly, owns (i) at least 50% of the voting stock of any such   subsidiary disposed of or, (ii) in the case of the disposition of all or substantially all of the assets   of a subsidiary or Business Segment, at least 50% of both the voting power over and the equity   in any entity holding title to such assets.        3.  Employment Period.  The Company hereby agrees to continue the Executive in   its employ, and the Executive hereby agrees to remain in the employ of the Company subject to   the terms and conditions of this Agreement, for the period commencing on the Effective Date and   ending on the second anniversary of such date (the "Employment Period").        4.  Terms of Employment.  (a)  Position and Duties. (i) During the Employment   Period, (A) the Executive's position (including status, offices, titles and reporting requirements),   authority, duties and responsibilities shall be at least commensurate in all material respects with   the most significant of those held, exercised and assigned by or to the Executive at any time   during the 120-day period immediately preceding the Effective Date and (B) the Executive's   services shall be performed at the location where the Executive was employed immediately   preceding the Effective Date or any office or location less than 35 miles from such location.          (ii) During the Employment Period, and excluding any periods of vacation   and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable   attention and time during normal business hours to the business and affairs of the Company and,   to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to   use the Executive's reasonable best efforts to perform faithfully and efficiently such   responsibilities.  During the Employment Period it shall not be a violation of this Agreement for   the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver   lectures, fulfill speaking engagements or teach at educational institutions and (C) manage   personal investments, so long as such activities do not significantly interfere with the performance   of the Executive's responsibilities as an employee of the Company in accordance with this   Agreement.  It is expressly understood and agreed that to the extent that any such activities have   been conducted by the Executive prior to the Effective Date, the continued conduct of such   activities (or the conduct of activities similar in nature and scope thereto) subsequent to the   Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's   responsibilities to the Company.        (b)  Compensation.  (i)  Base Salary.  During the Employment Period, the Executive   shall receive an annual base salary ("Annual Base Salary"), which shall be paid at a monthly rate,   at least equal to twelve times the highest monthly base salary paid or payable, including any base   salary which has been earned but deferred, to the Executive by the Company and its Affiliates   during the twelve-month period immediately preceding the month in which the Effective Date   occurs.  During the Employment Period, the Annual Base Salary shall be reviewed no more than   twelve months after the last salary increase awarded to the Executive prior to the Effective Date   and thereafter at least annually.  Any increase in Annual Base Salary shall not serve to limit or   reduce any other obligation to the Executive under this Agreement.  Annual Base Salary shall not   be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement   shall refer to Annual Base Salary as so increased.  As used in this Agreement, the term “Affiliates”   means all persons with whom the Company is considered to be a single employer under section     





 







 4   414(b) of the Internal Revenue Code (the “Code”) and all persons with whom the Company would   be considered a single employer under section 414(c) of the Code.         (ii)  Annual Bonus.  In addition to Annual Base Salary, the Executive shall   be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the   "Annual Bonus") in cash that is not less than the Executive’s target level of bonus for the year in   which the Change of Control occurs.  Each such Annual Bonus shall be paid no later than the 15th   day of the third month of the fiscal year next following the fiscal year for which the Annual Bonus   is awarded.         (iii) Long-Term Incentive, Savings and Retirement Plans. During the   Employment Period, the Executive shall be entitled to participate in all long-term incentive, stock   compensation, savings and retirement plans, practices, policies and programs applicable   generally to other peer executives of the Company and its Affiliates, but in no event shall such   plans, practices, policies and programs provide the Executive with long-term incentive   opportunities (measured with respect to both regular and special incentive opportunities, to the   extent, if any, that such distinction is applicable), stock compensation opportunities, savings   opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate,   than the most favorable of those provided by the Company and its Affiliates for the Executive   under such plans, practices, policies and programs as in effect at any time during the 120-day   period immediately preceding the Effective Date or if more favorable to the Executive, those   provided generally at any time after the Effective Date to other peer executives of the Company   and its Affiliates.         (iv)  Welfare Benefits.  During the Employment Period, the Executive and/or   the Executive's family, as the case may be, shall be eligible for participation in and shall receive   all benefits under the plans, practices, policies and programs provided by the Company and its   Affiliates that provide Welfare Benefits to the extent applicable generally to other peer executives   of the Company and its Affiliates, but in no event shall such plans, practices, policies and   programs provide the Executive with benefits which are less favorable, in the aggregate, than the   most favorable of such plans, practices, policies and programs in effect for the Executive at any   time during the 120-day period immediately preceding the Effective Date or, if more favorable to   the Executive, those provided generally at any time after the Effective Date to other peer   executives of the Company and its Affiliates.  The term “Welfare Benefits” means medical,   prescription, dental, disability, employee life, group life, accidental death and travel accident   insurance benefits.         (v)  Expenses.  During the Employment Period, the Executive shall be   entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive   in accordance with the most favorable policies, practices and procedures of the Company and its   Affiliates in effect for the Executive at any time during the 120-day period immediately preceding   the Effective Date or, if more favorable to the Executive, as in effect generally at any time   thereafter with respect to other peer executives of the Company and its Affiliates.         (vi)  Fringe Benefits.  During the Employment Period, the Executive shall   be entitled to fringe benefits, including, without limitation, tax and financial planning services, in   accordance with the most favorable plans, practices, programs and policies of the Company and   its Affiliates in effect for the Executive at any time during the 120-day period immediately   preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any   time thereafter with respect to other peer executives of the Company and its Affiliates.        





 







 5      (vii)  Office and Support Staff.  During the Employment Period, the   Executive shall be entitled to an office or offices of a size and with furnishings and other   appointments, and to exclusive personal secretarial and other assistance, at least equal to the   most favorable of the foregoing provided to the Executive by the Company and its Affiliates at any   time during the 120-day period immediately preceding the Effective Date or, if more favorable to   the Executive, as provided generally at any time thereafter with respect to other peer executives   of the Company and its Affiliates.         (viii)  Vacation.  During the Employment Period, the Executive shall be   entitled to paid vacation in accordance with the most favorable plans, policies, programs and   practices of the Company and its Affiliates as in effect for the Executive at any time during the   120-day period immediately preceding the Effective Date or, if more favorable to the Executive,   as in effect generally at any time thereafter with respect to other peer executives of the Company   and its Affiliates.        5.  Termination of Employment.  (a)  Death or Disability.  The Executive's   employment shall terminate automatically upon the Executive's death during the Employment   Period.  If Disability of the Executive has occurred during the Employment Period (pursuant to the   definition of Disability set forth below), the Company may give to the Executive written notice in   accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's   employment no sooner than 30 days following such notice.  In such event, the Executive's   employment with the Company shall terminate effective on the date specified in such notice (the   "Disability Effective Date"), provided that the Executive shall not have returned to full-time   performance of the Executive's duties prior thereto.  For purposes of this Agreement, "Disability"   shall mean any disability that (a) entitles the Executive to disability income benefits under the   GATX Long Term Disability Income Plan as in effect on the day prior to the Effective Date, and   (b) prevents the Executive, for the duration of the Employment Period, from engaging in the same   or comparable type of employment as that in which the Executive was engaged on the day prior   to the Effective Date.        (b)  Cause.  The Company may terminate the Executive's employment during the   Employment Period only for Cause.  For purposes of this Agreement, "Cause" shall mean:         (i) the willful and continued failure of the Executive to perform substantially   the Executive's duties with the Company or one of its affiliates (other than any such failure   resulting from incapacity due to physical or mental illness), after a written demand for   substantial performance is delivered to the Executive by the Board or the Chief Executive   Officer of the Company which specifically identifies the manner in which the Board or Chief   Executive Officer believes that the Executive has not substantially performed the   Executive's duties, or         (ii) the willful engaging by the Executive in illegal conduct or gross   misconduct which is materially and demonstrably injurious to the Company.      For purposes of this provision, no act or failure to act, on the part of the Executive, shall be   considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without   reasonable belief that the Executive's action or omission was in the best interests of the Company.   Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the   Board or upon the instructions or concurrence of the Chief Executive Officer or a senior officer of   the Company or based upon the advice of counsel for the Company shall be conclusively   presumed to be done, or omitted to be done, by the Executive in good faith and in the best     





 







 6   interests of the Company.  The cessation of employment of the Executive shall not be deemed to   be for Cause unless and until there shall have been delivered to the Executive a copy of a   resolution duly adopted by the affirmative vote of not less than three-quarters of the entire   membership of the Board at a meeting of the Board called and held for such purpose (after   reasonable notice is provided to the Executive and the Executive is given an opportunity, together   with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board,   the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying   the particulars thereof in detail.        (c)  Good Reason.  The Executive's employment may be terminated during the   Employment Period by the Executive for Good Reason.  For purposes of this Agreement, "Good   Reason" shall mean the occurrence of one or more of the following conditions without the consent   of the Executive:        (i)  A material diminution in the Executive’s base compensation, compared   with the base compensation required to be provided to the Executive in accordance with   Section 4(b).        (ii)  A material diminution in the Executive’s authority, duties, or   responsibilities, compared with the authority, duties, and responsibilities of the Executive   provided in Section 4(a).        (iii)  The Executive is required to report to a supervisor with materially less   authority, duties, or responsibilities than the authority, duties, and responsibilities of the   supervisor who had the greatest such authority, duties, and responsibilities at the time the   Executive was required to report to such supervisor during the 120-day period immediately   preceding the Effective Date.        (iv)  A material diminution in the budget over which the Executive retains   authority, compared with the most significant budget over which the Executive had authority   at any time during the 120-day period immediately preceding the Effective Date.        (v)  A material change in the geographic location at which the Executive must   perform the services.        (vi)  Any other action or inaction by the Company that constitutes a material   breach of this Agreement.      If (I) the Executive provides written notice to the Company of the occurrence of Good Reason   within a reasonable time (not more than 90 days) after the Executive has knowledge of the   circumstances constituting Good Reason, which notice specifically identifies the circumstances   which the Executive believes constitute Good Reason; (II) the Company fails to notify the   Executive of the Company's intended method of correction within a reasonable period of time (not   less than 30 days) after the Company receives the notice, or the Company fails to correct the   circumstances within a reasonable period of time after such notice (except that no such   opportunity to correct shall be applicable if the circumstances constituting Good Reason are those   described in paragraph (v) above, relating to relocation); and (III) the Executive resigns within a   reasonable time after receiving the Company's response, if such notice does not indicate an   intention to correct such circumstances, or within a reasonable time after the Company fails to   correct such circumstances (provided that in no event may such termination occur more than two     





 







 7   years after the initial existence of the condition constituting Good Reason); then the Executive   shall be considered to have terminated for Good Reason.        (d)  Notice of Termination.  Any termination by the Company for Cause, or by the   Executive for Good Reason, shall be communicated by Notice of Termination to the other party   hereto given in accordance with Section 12(b) of this Agreement.  For purposes of this Agreement,   a "Notice of Termination" means a written notice which (i) indicates the specific termination   provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail   the facts and circumstances claimed to provide a basis for termination of the Executive's   employment under the provision so indicated and (iii) if the Date of Termination (as defined below)   is other than the date of receipt of such notice, specifies the termination date (which date shall be   not more than thirty days after the giving of such notice).  The failure by the Executive or the   Company to set forth in the Notice of Termination any fact or circumstance which contributes to   a showing of Good Reason or Cause shall not waive any right of the Executive or the Company,   respectively, hereunder or preclude the Executive or the Company, respectively, from asserting   such fact or circumstance in enforcing the Executive's or the Company's rights hereunder.        (e)  Date of Termination.  "Date of Termination" means (i) if the Executive's   employment is terminated by the Company for Cause, or by the Executive for Good Reason, the   date of receipt of the Notice of Termination or any later date specified therein, as the case may   be, (ii) if the Executive's employment is terminated by the Company other than for Cause or   Disability, the Date of Termination shall be the date on which the Company notifies the Executive   of such termination and (iii) if the Executive's employment is terminated by reason of death or   Disability, the Date of Termination shall be the date of death of the Executive or the Disability   Effective Date, as the case may be.  Notwithstanding the foregoing, references in the Agreement   to the Executive's Date of Termination, and the Executive’s termination of employment (including   references to the Executive's employment termination, and to the Executive terminating   employment) shall mean the Executive ceasing to be employed by the Company and its Affiliates,   subject to the following:        (i)  The employment relationship will be deemed to have ended at the time   the Executive and his employer reasonably anticipate that the level of bona fide services   the Executive would perform for the Company and its Affiliates after such date (whether as   an employee or independent contractor, but not as a director) would permanently decrease   to no more than 20% of the average level of bona fide services performed over the   immediately preceding 36 month period (or the full period of service to the Company and   its Affiliates if the Executive has performed services for the Company and its Affiliates for   less than 36 months).  In the absence of an expectation that the Executive will perform at   the above-described level, the Date of Termination will not be delayed solely by reason of   the Executive continuing to be on the Company's and its Affiliates' payroll after such date.        (ii)  The employment relationship will be treated as continuing intact while   the Executive is on a bona fide leave of absence (determined in accordance with Treas.   Reg. §1.409A-1(h)).        (iii)  If, pursuant to Section 11, the Agreement is assumed by a successor,   the substitution of the successor for the Company shall not be treated as a termination of   employment.        6.  Obligations of the Company upon Termination.  (a) Good Reason; Other Than   for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the     





 







 8   Executive's employment other than for Cause, death or Disability or the Executive shall terminate   employment for Good Reason:           (i) The Company shall pay to the Executive in a lump sum in cash within 30 days after   the Date of Termination the aggregate of the following amounts:         A.  the sum of (1) the Executive's Annual Base Salary through the Date of   Termination to the extent not theretofore paid, (2) the product of (x) the Executive’s   Annual Bonus as defined in Section 4(b)(ii) of the Agreement (annualized for any   fiscal year consisting of less than twelve full months or during which the Executive   was employed for less than twelve full  months) and (y) a fraction, the numerator of   which is the number of days in the current fiscal year through the Date of   Termination, and the denominator of which is 365 and (3) any accrued vacation pay,   in each case to the extent not theretofore paid (the sum of the amounts described   in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued   Obligations"); and         B.  the amount equal to the product of (1) three and (2) the sum of (x) the   Executive's Annual Base Salary and (y) the Executive’s target bonus under the   Company’s Management Incentive Plan, or any comparable bonus plan in which the   Executive participates and which has a target bonus generally similar to that in the   Company’s Management Incentive Plan (the “Target Bonus”), less amounts, if any,   paid to the Executive in accordance with the Company’s severance pay policies;   and         C. an amount equal to the excess of (a) the actuarial equivalent of the benefit   under the Company's qualified defined benefit retirement plan (the "Retirement   Plan") and any excess or supplemental retirement plan in which the Executive   participates (together, the "SERP") (utilizing in each case actuarial assumptions no   less favorable to the Executive than those in effect under the Company's Retirement   Plan immediately prior to the Effective Date), which the Executive would receive if   the Executive's employment continued for three years after the Date of Termination   assuming for this purpose that all accrued benefits are fully vested, and, assuming   that the Executive's compensation in each of the three years is equal to the Annual   Base Salary as required by Section 4(b)(i) and plus the Executive’s Target Bonus   as described in Section 6(i)(B) for the most recent fiscal year (or other bonus amount   considered pensionable under the Retirement Plan), over (b) the actuarial   equivalent of the Executive's actual benefit (paid or payable), if any, under the   Retirement Plan and the SERP as of the Date of Termination;            D.  an amount equal to the present value of the benefits to which the   Executive is entitled under the SERP as of the Date of Termination,  utilizing (a) as   a discount rate the rate of return on 10-year Treasury Securities in effect for the   month prior to the month in which the Change of Control occurs, and (b) mortality   assumptions based on the Applicable Mortality Table defined in Section   417(e)(3)(A)(1) of the Code; such amount shall be paid on the Executive’s Date of   Termination; provided, however, that this paragraph (D) shall be without effect if the   Executive has elected to receive distribution of benefits under the SERP in a form   other than a lump sum upon the Date of Termination.             (ii)  for three years after the Executive's Date of Termination, or such longer period as     





 







 9   may be provided by the terms of the appropriate plan, program, practice or policy, the   Company shall continue to provide the Welfare Benefits to the Executive and/or the   Executive's family at least equal to those which would have been provided to them in   accordance with the plans, programs, practices and policies providing Welfare Benefits that   are described in Section 4(b)(iv) of this Agreement if the Executive's employment had not   been terminated or, if more favorable to the Executive, as in effect generally at any time   thereafter with respect to other peer executives of the Company and its Affiliates and their   families, provided, however, that if the Executive becomes reemployed with another   employer and is eligible to receive medical or other Welfare Benefits under another   employer provided plan, the medical and other Welfare Benefits described herein shall be   secondary to those provided under such other plan during such applicable period of   eligibility.  For purposes of determining eligibility (but not the time of commencement of   benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs   and policies, the Executive shall be considered to have remained employed until three   years after the Date of Termination and to have retired on the last day of such period.  The   Company shall continue to make available to the Executive those health, medical, dental,   and prescription drug benefits that are Welfare Benefits at the Executive’s own cost until   the Executive is eligible for coverage under Medicare;           (iii)  the Company shall, at a maximum cost of 10% of the Executive’s Annual Base   Salary, provide the Executive with outplacement services the scope and provider of which   shall be selected by the Executive in his sole discretion; provided that in no event shall the   services covered by this paragraph (iii) be provided later than the last day of the second   calendar year following the calendar year in which the Date of Termination occurred, with   the reimbursement for such expenses to be paid no later than the end of the third calendar   year following the calendar year in which the Date of Termination occurred; and           (iv)  to the extent not otherwise paid or provided pursuant to this Agreement, the Company   shall pay or provide to the Executive the Other Benefits that may be due to him in   accordance with the terms of the arrangement providing for such amounts or benefits.  The   term “Other Benefits” shall mean amounts or benefits to the extent that they are required to   be provided with respect to the Executive after termination of the Executive’s employment   in accordance with the terms of a plan, program, policy, practice, contract, agreement or   other arrangement; provided that “Other Benefits” will include only amounts and benefits   that would be required to be provided in the absence of this Agreement, except as otherwise   expressly provided in paragraphs (b) and (c) below with respect to Other Benefits.      Except as otherwise provided in paragraph (iv), in no event shall the Executive be entitled to   receive any benefits under this paragraph (a) (including amounts and rights provided under this   paragraph (a)) unless the Executive executes a release of claims against the Company and   Affiliates prepared by the Company and such release is not revoked.  The Executive shall be   eligible for benefits under this paragraph (a) only if the release is returned by such time as is   established by the Company; provided that to the extent benefits provided pursuant to this   paragraph (a) would constitute Deferred Compensation, such benefits shall be paid or provided   to the Executive only if the release is returned in time to permit the distribution of such benefits to   satisfy the requirements of section 409A of the Code and further provided that to the extent that   benefits are intended to satisfy the short-term deferral exception to treatment as Deferred   Compensation (as provided in Treas. Reg. §1.409A-1(b)(4)), such benefits shall be paid to the   Executive only if the release is returned in time to permit distribution of benefits no later than the   deadline for satisfying the requirements applicable to the short-term deferral exception.        





 







 10     (b)  Death.  If the Executive's employment is terminated by reason of the Executive's   death during the Employment Period, this Agreement shall terminate without further obligations   to the Executive's legal representatives under this Agreement, other than for payment of Accrued   Obligations and the timely payment or provision of Other Benefits.  Accrued Obligations shall be   paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days   of the Date of Termination.  With respect to the provision of Other Benefits, the term Other Benefits   as utilized in this Section 6(b) shall include, without limitation, and the Executive's estate and/or   beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits   provided by the Company and Affiliates to the estates and beneficiaries of peer executives of the   Company and such Affiliates under such plans, programs, practices and policies relating to death   benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any   time during the 120-day period immediately preceding the Effective Date or, if more favorable to   the Executive's estate and/or the Executive's beneficiaries, as in effect on the date of the   Executive's death with respect to other peer executives of the Company and its Affiliates and their   beneficiaries, with such death benefits to be made at the time and otherwise in accordance with   the terms specified by such plan, program, policy, or practice.         (c)  Disability.  If the Executive's employment is terminated by reason of the   Executive's Disability during the Employment Period, this Agreement shall terminate without   further obligations to the Executive, other than for payment of Accrued Obligations and the timely   payment or provision of Other Benefits.  Accrued Obligations shall be paid to the Executive in a   lump sum in cash within 30 days of the Date of Termination.  With respect to the provision of   Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and the   Executive shall be entitled after the Disability Effective Date to receive, disability and other   benefits at least equal to the most favorable of those generally provided by the Company and its   Affiliates to disabled executives and/or their families in accordance with such plans, programs,   practices and policies relating to disability, if any, as in effect generally with respect to other peer   executives and their families at any time during the 120-day period immediately preceding the   Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at   any time thereafter generally with respect to other peer executives of the Company and its   Affiliates and their families.        (d)  Cause; Other than for Good Reason.  If the Executive's employment shall be   terminated for Cause during the Employment Period, this Agreement shall terminate without   further obligations to the Executive other than the obligation to pay to the Executive (x) his Annual   Base Salary through the Date of Termination, (y) the amount of any compensation previously   deferred by the Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid.    If the Executive voluntarily terminates employment during the Employment Period, excluding a   termination for Good Reason, this Agreement shall terminate without further obligations to the   Executive, other than for Accrued Obligations and the timely payment or provision of Other   Benefits.  In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in   cash within 30 days of the Date of Termination.        (e)  Specified Employee.  If the Executive is a Specified Employee at the time of   termination of employment:        (i) Payments of cash benefits under this Agreement that constitute Deferred Compensation   may not be paid before the date that is six months after the date of termination of employment or,   if earlier, the date of death of the Executive.  At the end of the six-month period described in the   preceding sentence, amounts that could not be paid by reason of the limitation in this paragraph     





 







 11   (i) shall be paid on the first day of the seventh month following the date of termination of   employment.      (ii) The provision of non-cash benefits (including, without limitation, life insurance, if any, that   is not treated as a “death benefit” under Treas. Reg. §1.409A-1) that constitute Deferred   Compensation will be provided to the Executive during the period ending six months after the date   of termination of employment or, if earlier, the date of death of the Executive only if the Executive   pays the cost of such coverage to the Company for that six month period; provided that the   Executive shall be reimbursed by the Company for the amount of such payment during the   seventh month after termination of employment.      For purposes of this Agreement, the term “Specified Employee” shall be defined in accordance   with Treas. Reg. §1.409A-1(i) and such rules as may be established by the Chief Executive Officer   of the Company or his or her delegate from time to time.  For purposes of this Agreement, the   term “Deferred Compensation” means payments or benefits that would be considered to be   provided under a nonqualified deferred compensation plan as that term is defined in Treas. Reg.   §1.409A-1.          7.  Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or limit the   Executive's continuing or future participation in any plan, program, policy or practice (other than   those providing severance benefits) provided by the Company or any of its Affiliates and for which   the Executive may qualify, nor, subject to Section 12(f), shall anything herein limit or otherwise   affect such rights as the Executive may have under any contract or agreement with the Company   or any of its Affiliates.  Amounts which are vested benefits or which the Executive is otherwise   entitled to receive under any plan, policy, practice or program of or any contract or agreement   with the Company or any of its Affiliates at or subsequent to the Date of Termination shall be   payable in accordance with such plan, policy, practice or program or contract or agreement except   as explicitly modified by this Agreement.        8.  Full Settlement.  (a)  The Company's obligation to make the payments provided   for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by   any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company   may have against the Executive or others.  In no event shall the Executive be obligated to seek   other employment or take any other action by way of mitigation of the amounts payable to the   Executive under any of the provisions of this Agreement and such amounts shall not be reduced   whether or not the Executive obtains other employment.  The Company agrees to pay as incurred,   to the full extent permitted by law, all legal fees and expenses which the Executive may incur as   a result of any contest (regardless of the outcome thereof) by the Company, the Executive or   others of the validity or enforceability of, or liability under, any provision of this Agreement or any   guarantee of performance thereof (including as a result of any contest by the Executive about the   amount of any payment pursuant to this Agreement), plus in each case interest on any delayed   payment at the applicable Federal rate provided for in section 7872(f)(2)(A) of the Code.  If,   however, following the conclusion of such contest, the court before whom such contest was held   determines that under the circumstances it was unjust for the Company to have paid all or any   part of the legal fees and expenses of the Executive pursuant to the immediately preceding   sentence, the Executive shall repay any such payments to the Company in accordance with the   order of the court.        (b)  The right of the Executive (including the estate of the Executive) to amounts   under this Section 8 shall continue during the life of the Executive (and the life of any beneficiary   claiming with respect to the Executive by reason of this Section 8).  Payment by the Company     





 







 12   under this Section 8 shall be made promptly after the Executive submits reasonable evidence of   his having incurred the amounts subject to payment, provided that the Executive shall be required   to provide such evidence no later than October 31 of the calendar year following the year in which   such expenses are incurred (or such later date permitted by the Company that is not later than   the end of the calendar year following the year in which such expenses are incurred), and shall   be paid by the Company not later than the last day of the calendar year following the year in which   such expenses are incurred.  The foregoing provisions of this Section (b) are intended to conform   the payments under this Section 8 to the requirements of Code section 409A, and shall not be   construed to permit delay by the Company of payment of amounts due earlier in accordance with   in this Section 8.        9. Parachute Payments.  If any payment or benefit, Executive would receive   from the Company or otherwise (“Payment”), would (i) constitute a “parachute payment” within   the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”),   and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code   (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount.  The “Reduced   Amount” shall be either (x) the largest portion of the Payment that would result in no portion of   the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the   total, of the Payment, whichever amount, after taking into account all applicable federal, state and   local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable   marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the   Payment notwithstanding that all or some portion of the Payment may be subject to the Excise   Tax.  If a reduction in payments or benefits constituting “parachute payments” is necessary so   that the Payment equals the Reduced Amount, reduction shall occur in the following order:    reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of   employee benefits.  In the event that acceleration of vesting of stock award compensation is to   be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of   grant of Executive’s stock awards.  No such reduction shall be made in a manner which violates   the requirements of Code section 409A.         10.  Post-Termination Protections for Company.  (a)  Confidentiality.  The Executive   acknowledges that in the course of the Executive’s involvement in the activities of the Company   and its Affiliates, the Executive will have access to confidential and proprietary information   including, but not limited to, the Company’s business affairs, financial and strategic plans,   customers, vendors, finances, methods of operation, proprietary computer programs, business   dealings, assets, capabilities, and all other planning, pricing, customer or client lists  of the   Company and its Affiliates whether written, oral or otherwise. The Executive agrees that, before,   on, and after the Effective Date, the Executive shall keep confidential all information, knowledge   or data relating to the Company or any of its Affiliates, and their respective businesses, which   shall have been obtained by the Executive during the Executive's employment by the Company   or any of its Affiliates and which shall have been identified and held by the Company as proprietary   and confidential and which shall not be or become public knowledge (other than by acts by the   Executive or representatives of the Executive in violation of this Agreement).  During and after   termination of the Executive's employment with the Company, the Executive shall not, without the   express written consent of the Lead Director of the Company or as may otherwise be required by   law or legal process, communicate or divulge any such information, knowledge or data to anyone   other than the Company.  In no event shall an asserted violation of the provisions of this Section   10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive   under this Agreement.        





 







 13     (b)  Competition.  The Executive agrees that, while employed by the Company   and, if the Executive’s Date of Termination occurs during the Employment Period for any reason,   during the twelve month period after the Executive’s Date of Termination, the Executive shall not,   without the express written consent of the Lead Director of the Company be employed by, serve   as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor in   any location in the United States.  The term "Competitor" means any enterprise (including a   person, firm, business, division, or other unit, whether or not incorporated) during any period in   which it is engaged in the business of leasing railcar assets. Nothing contained herein will prevent   the Executive from engaging in an activity otherwise prohibited by this paragraph (b) for or with   respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of an entity if that Unit is not   engaged in railcar leasing irrespective of whether another Unit of such entity engages in such   competition (as long as the Executive does not engage in prohibited activity for such other Unit).          (c)  Solicitation of Customers or Suppliers.  The Executive agrees that, while   employed by the Company and, if the Executive’s Date of Termination occurs during the   Employment Period for any reason, during the twelve month period after the Executive’s Date of   Termination, the Executive shall not, without the express written consent of the Lead Director of   the Company call on, service or solicit any party who is then or, during the twelve-month period   prior to such solicitation by the Executive was a customer or supplier of the Company or Affiliate,   provided that the restriction in this paragraph (c) shall not apply to any activity on behalf of a   business that is not a Competitor.        (d)  Solicitation of Employees.  The Executive agrees that, while employed by the   Company and, if the Executive’s Date of Termination occurs during the Employment Period for   any reason, during the twelve month period after the Executive’s Date of Termination, the   Executive shall not, solicit, entice, persuade or induce any individual who is employed by the   Company or the Affiliates (or was so employed within 90 days prior to the Executive's action) to   terminate or refrain from renewing or extending such employment or to become employed by or   enter into contractual relations with any other individual or entity other than the Company or the   Affiliates, and the Executive shall not approach any such employee for any such purpose or   authorize or knowingly cooperate with the taking of any such actions by any other individual or   entity.        (e)  Judicial Amendment.  It is expressly understood and agreed that although the   Executive and the Company consider the restrictions contained in this paragraph 10 to be   reasonable, if a final judicial determination is made by a court of competent jurisdiction that the   time or territory or any other restriction contained in this Agreement is an unenforceable restriction   against the Executive, the provisions of this Agreement shall not be rendered void but shall be   deemed amended to apply as to such maximum time and territory and to such maximum extent   as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of   competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and   such restriction cannot be amended so as to make it enforceable, such finding shall not affect the   enforceability of any of the other restrictions contained herein.        (f)  Equitable Remedies.  The Executive acknowledges that the Company would be   irreparably injured by a violation of this paragraph 10, and agrees that the Company, in addition   to any other remedies available to it for such breach or threatened breach, shall be entitled to a   preliminary injunction, temporary restraining order, or other equivalent relief, restraining the   Executive from any actual or threatened breach of paragraph 10.  If a bond is required to be     





 







 14   posted in order for the Company to secure an injunction or other equitable remedy, the parties   agree that said bond need not be more than a nominal sum.        (g)  Duty of Loyalty.  Nothing in this paragraph 10 shall be construed as limiting the   Executive's duty of loyalty to the Company, or any other duty the Executive may otherwise have   to the Company, while is employed by the Company.        11.  Successors.  (a) This Agreement is personal to the Executive and without the   prior written consent of the Company shall not be assignable by the Executive otherwise than by   will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be   enforceable by the Executive's legal representatives.        (b) This Agreement shall inure to the benefit of and be binding upon the Company   and its successors and assigns.        (c) The Company will require any successor (whether direct or indirect, by purchase,   merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the   Company to assume expressly and agree to perform this Agreement in the same manner and to   the same extent that the Company would be required to perform it if no such succession had   taken place.  The Company agrees that it will not effect the sale or other disposition of all or   substantially all of its assets unless either (1) the person or entity acquiring the assets or a   substantial portion of the assets shall expressly assume by an instrument in writing all duties and   obligations of the Company under this Agreement or (2) the Company shall provide through the   establishment of a separate reserve for the payment in full of all amounts that are or may be   reasonably expected to become payable to the Executive under this Agreement. As used in this   Agreement, "Company" shall mean the Company as herein before defined and any successor to   its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by   operation of law, or otherwise.        12.  Miscellaneous.  (a) This Agreement shall be governed by and construed in   accordance with the laws of the State of Illinois, without reference to principles of conflict of laws.    The captions of this Agreement are not part of the provisions hereof and shall have no force or   effect.  This Agreement may not be amended or modified otherwise than by a written agreement   executed by the parties hereto or their respective successors and legal representatives.  No   amendment, modification, or termination of this Agreement shall be adopted or effective if it would   result in accelerated recognition of income or imposition of additional tax under Code section   409A.        (b) All notices and other communications hereunder shall be in writing and shall be   given by hand delivery to the other party or by registered or certified mail, return receipt requested,   postage prepaid, addressed as follows:          If to the Executive:     





 







 15          ____________________       ____________________       _____________________      If to the Company:             GATX Corporation       222 West Adams Street       Chicago, IL  60606-5314       Attention:  Executive Vice President, General Counsel & Secretary      or to such other address as either party shall have furnished to the other in writing in accordance   herewith.  Notice and communications shall be effective when actually received by the addressee.         (c) The invalidity or unenforceability of any provision of this Agreement shall not   affect the validity or enforceability of any other provision of this Agreement.        (d) The Company may withhold from any amounts payable under this Agreement   such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any   applicable law or regulation.        (e) The Executive's or the Company's failure to insist upon strict compliance with   any provision of this Agreement or the failure to assert any right the Executive or the Company   may have hereunder, including, without limitation, the right of the Executive to terminate   employment for Good Reason pursuant to Section 5(c)(i)-(vi) of this Agreement, shall not be   deemed to be a waiver of such provision or right or any other provision or right of this Agreement.        (f) The Executive and the Company acknowledge that, except as may otherwise be   provided under any other written agreement between the Executive and the Company, the   employment of the Executive by the Company is "at will" and, subject to Section 1(a) hereof, prior   to the Effective Date, the Executive's employment and/or this Agreement may be terminated by   either the Executive or the Company at any time prior to the Effective Date, in which case the   Executive shall have no further rights under this Agreement.          





 







 16     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and,   pursuant to the authorization from its Board of Directors, the Company has caused these presents   to be executed in its name on its behalf, all as of the Execution Date set forth below.                                 Executive                       Date             GATX CORPORATION               By:       Its Chairman of the Board                  Date