exv10w1



 





Exhibit 10.1




AMENDMENT OF

EMPLOYMENT AGREEMENT




     THIS AMENDMENT, made and entered into October 19, 2004 (the “Amendment
Date”), by and between Ronald H. Zech (the “Executive”) and GATX Corporation
(the “Company”);



WITNESSETH THAT:



     WHEREAS, the Executive and the Company have previously entered into an
employment agreement (the “Agreement”) effective as of October 11, 2002, and
the parties to the Agreement wish to amend its terms;



     NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the Company and the Executive hereby agree as follows, effective as of the
Amendment Date:



     1. The following is hereby substituted for Section 2.1 of the Agreement:




          2.1 DUTIES. During the Period of Employment, the Executive shall be
employed as the Chief Executive Officer of the Company with overall
charge and responsibility for the business and affairs of the Company,
unless and until the Company’s Board of Directors (the “BOARD”) elects
his successor. The Executive shall report directly to the Board and shall
perform such duties customarily incident to the office and as the
Executive shall reasonably be directed to perform by the Board. During
the Period of Employment, the Company shall cause the Executive to be
elected and to remain as a member of the Board and as Chairman of the
Board; provided, however, the Executive shall not be the Chairman of the
Board if his holding such position is contrary to then-applicable law or,
in the reasonable judgment of the Board, is contrary to the interests of
the Company given the then-current business and/or investor relations
environment.



     2. The following is hereby substituted for Section 2.2 of the Agreement:




          2.2 SCOPE. During the Period of Employment, and excluding any
periods of vacation and sick leave to which the Executive is entitled,
the Executive shall devote substantially all of his business time and
attention to the business and affairs of the Company; provided, however,
that from the time he ceases to serve as Chief Executive Officer he shall
devote such of his business time and attention to the business and
affairs of the Company as the Board shall reasonably require, consistent
with the position of Chairman of the Board. It shall not be a violation
of this Agreement for the Executive to (i) serve on corporate, civic or
charitable boards or committees, (ii) deliver lectures, fulfill speaking
engagements or teach occasional courses or seminars at educational
institutions, or (iii) manage personal investments, so long as such
activities under clauses (i), (ii) and (iii) do not interfere, in any
substantial respect, with the Executive’s responsibilities hereunder.



 









 





     IN WITNESS WHEREOF, the parties have executed this Amendment as of the
dates written below.

	 	 	 	 	 
	 	GATX CORPORATION

 	 
	 	By:	/s/ James M. Denny 	 
	 	 	James M. Denny 	 
	 
	 	Its:	Chairman of the Compensation

Committee of the Board of Directors
	 
		Date:	 	October 19, 2004
	 
	 	By:	 	/s/ Ronald J. Ciancio	 
	 	 	 	Ronald J. Ciancio
	 
	 	Its:	Vice President, General Counsel and Secretary
	 
	 	Date:		October 19, 2004
	 	 	 	 	 	

	 
	 	RONALD H. ZECH

	 
	 		
/s/ Ronald H. Zech
	 	 
	 
	 	Date:		October 19, 2004




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