exv10w2



 






Exhibit 10.2




AMENDMENT OF

AMENDED AGREEMENT FOR EMPLOYMENT FOLLOWING A CHANGE OF CONTROL




     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
Amended Agreement for Employment Following a Change of Control (the
“Agreement”) effective as of March 15, 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 1(b) of the Agreement:




          (b) The “Change of Control Period” shall mean the period commencing
on January 1, 2001 and ending on October 11, 2005.



     2. The following is hereby substituted for Section 3 of the Agreement:




          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
October 11, 2005 (the “Employment Period”).



     3. The following is hereby substituted for Section 4(a)(i) of the
Agreement:




          (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 on the date immediately preceding the
Effective Date (provided that it shall not be a breach of this Agreement,
and shall not constitute Good Reason, for the Board to elect a successor
to the Executive as the Company’s Chief Executive Officer); 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.



     4. The following is hereby substituted for Section 4(a)(ii) of the
Agreement:




          (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; provided, however, that
from the time the Executive 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. 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.



     5. The following is hereby substituted for Section 4(b)(iii) of the Agreement:




          (iii) Long-Term Incentive, Savings and Retirement Plans. During the
Employment Period, the Executive shall be entitled to participate in all
savings and retirement plans, practices, policies and programs applicable
generally to other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and
programs provide the Executive with 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
affiliated companies 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 affiliated companies.
During the Employment Period, the Executive shall receive stock options
and long-term incentive awards as determined by the Board in accordance
with the Company’s then-applicable stock plan and long-term incentive
plan. Such awards shall be made at the same time during the calendar year
as awards are generally made to senior executives of the Company, and
shall be consistent with competitive pay practices generally and
appropriate relative to awards made to other senior executives of the
Company.



     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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