Exhibit 10K
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 officers:
▇▇▇▇▇▇ ▇. ▇▇▇▇, Chairman and CEO
▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President Finance and CFO
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ , Vice President Corporate Development, Secretary and
General Counsel
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President Human Resources
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 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.
WITNESSETH
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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:
1. Definitions.
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 plan of GATX;
(B) a corporation owned, directly or indirectly,
by the stockholders of the GATX in
substantially the same proportions as their
ownership of GATX; or
(C) any person in which the Executive has a
substantial equity interest;
is or becomes a beneficial owner (as defined in Rule
13d-3 under the Exchange Act), directly or
indirectly, of stock of GATX representing 20% or more
of the total voting power of GATX's then outstanding
stock;
(2) a tender offer is made for the stock of GATX by a
person other than a person described in subparagraph
(1)(A), (B) or (C), and one of the following occurs:
(A) the person making the offer owns or has
accepted for payment stock of GATX
representing 20% or more of the total voting
power of GATX's stock; or
(B) three business days before the offer is to
terminate (unless the offer is withdrawn
first) such person could own, by the terms
of the offer plus any shares owned by such
person, stock representing 50% or more of
the total voting power of GATX's outstanding
stock when the offer terminates;
(3) during any period of two consecutive years there
shall cease to be a majority of GATX's Board of
Directors comprised as follows: individuals who at
the beginning of such period constitute the Board of
Directors and any new director(s) whose election by
the Board of Directors or nomination for election by
GATX's stockholders was approved by a vote of at
least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of
the period or whose election or nomination for
election was previously so approved; or
(4) the stockholders of GATX approve a merger or
consolidation of GATX with any other company other
than:
(A) such a merger or consolidation which would
result in GATX's voting stock outstanding
immediately prior thereto continuing to
represent (either by remaining outstanding
or by being converted into voting stock of
the surviving entity) more than 70% of the
combined voting power of GATX's or such
surviving entity's outstanding voting stock
immediately after such merger or
consolidation; or
(B) such a merger or consolidation which would
result in the directors of GATX who were
directors immediately prior thereto
continuing to constitute at least 50% of the
directors of the surviving entity
immediately after such merger or
consolidation.
For purposes of this paragraph (4), "surviving
entity" shall mean only an entity in which all of
GATX's stockholders become stockholders by the terms
of such merger or consolidation, and the phrase
"directors of GATX who were directors immediately
prior thereto" shall not include:
(A) any director of GATX who was designated by a
person who has entered into an agreement
with GATX to effect a transaction described
in this paragraph or in paragraph (2) above;
or
(B) any director who was not a director at the
beginning of the 24-consecutive-month period
preceding the date of such merger or
consolidation;
unless his election by the Board of Directors or
nomination for election by GATX's stockholders, was
approved by a vote of at least two-thirds (2/3) of
the directors then still in office who were directors
before the beginning of such period.
(5) A determination by the Board of Directors that the
cumulative effect on GATX of the sale or other
disposition, either in a single transaction, or a
series of related transactions, of all of the common
stock or substantially all of the assets of one or
more Company Units warrants the conclusion that a
"Change of Control" has occurred for purposes of this
Agreement.
c. "Company" includes GATX, its consolidated subsidiaries, any
former subsidiary of GATX by which the Executive was primarily
employed on the day prior to the Triggering Event and any
successor to GATX or such subsidiary by purchase of assets or
otherwise.
d. "Company Unit" means any corporation included within the term
"Company."
e. "Constructive Termination" or "Constructively Terminates"
means the effecting of any of the following actions by the
Company following which the Executive terminates the
Executive's employment by the Company:
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(1) a significant reduction in the nature or scope of the
Executive's authority, duties, functions or
responsibilities or a material change in the location
at which they are to be performed or the imposition
of unreasonable travel requirements;
(2) a reduction in the Executive's compensation from that
provided to the Executive immediately prior to the
Triggering Event;
(3) a diminution in the Executive's eligibility to
participate in bonus, stock option, incentive award
and other benefit plans from the level at which the
Executive was participating therein immediately prior
to the Triggering Event;
(4) a diminution in employee benefits (including, but not
limited to medical, dental, life insurance and
disability plans) and other Perquisites applicable to
the Executive, from the level of benefits and other
Perquisites to which the Executive was entitled
immediately prior to the Triggering Event;
(5) a reasonable determination by the Executive that, as
a result of a change in circumstances affecting the
Company or its management, the Executive is unable to
exercise effectively the authorities, duties,
functions and responsibilities consistent with those
attributable to the Executive's position immediately
prior to the Triggering Event; and
(6) the failure of the Company to obtain a satisfactory
agreement from any successor to assume and agree to
perform this Agreement as contemplated in paragraph
15 below.
f. "Disposition" of a Company Unit means any transaction
including sale, consolidation, merger or spin-off of any
Company Unit, following which GATX no longer owns fifty
percent (50%) or more of the voting stock of such Company Unit
or the sale of all or substantially all of the assets of such
Company Unit.
g. "Employment Period" means the two (2) year period commencing
on the day of a Triggering Event and ending two years
following such day.
h. "Perquisites" includes not only those incidental emoluments of
office commonly included within the term, such as a company
assigned car, club membership and financial planning
assistance, but also the benefits under corporate employee
benefit plans such as the GATX medical, life insurance and
Pension Plan (as defined herein) and other plans and
agreements relating thereto.
i. "Total Disability" means any disability that (1) entitles the
Executive to disability income benefits under the GATX
Corporation Long Term Disability Income Plan as in effect on
the day prior to the Triggering Event and (2) 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
Triggering Event.
j. "Triggering Event" means the first to occur of a Change of
Control or the Disposition of the Company Unit by which the
Executive was primarily employed on the day prior to such
Disposition.
2. Employment. This agreement shall have no effect on, nor shall any of
its provisions apply to, the Executive's employment or termination
thereof that occurs prior to the occurrence of a Triggering Event.
However, if the Executive is employed by the Company on the day prior
to the Triggering Event, the Company shall continue to employ the
Executive and the Executive shall remain in the employ of the Company
for the duration of the Employment Period. Provided, however, subject
only to the provisions of paragraphs five (5) and six (6) below, the
Company may, at any time, terminate the employment of the Executive at
will.
3. Performance of Duties. During the Executive's employment by the
Company, the Executive shall devote his or her best efforts and full
business time exclusively to the business affairs and interests of the
Company and shall faithfully and efficiently perform such duties,
consistent with the status of the Executive's position, as may be
assigned to the Executive from time to time by the Chief Executive
Officer of the Company or the Chief Executive Officer's delegate.
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4. Compensation. During the Executive's employment by the Company, he
or she shall receive a salary in such amount as may be established from
time to time by the Company Unit by which the Executive is primarily
employed and shall be entitled to participate, in accordance with the
Company's policy and consistent with the Executive's position and
salary, in all plans and all Perquisites applicable generally to other
executives of the Company Unit.
5. Termination Payments. If the Company terminates or Constructively
Terminates the Executive's employment at any time during the Employment
Period for any reason other than Cause or Total Disability, the Company
shall promptly pay or cause to be paid to the Executive in a lump sum
an amount equal to:
a. The sum of (i) two times the Executive's annual salary before
deductions and deferrals at the level thereof as of the day
prior to the Triggering Event, plus (ii) one times the bonus
that would have been payable to the Executive (for the year in
which such termination or Constructive Termination occurs)
under the GATX Management Incentive Plan (the "MIP") as in
effect on the day prior to the Triggering Event, equal in
amount to the product of (A) the Executive's annual salary as
in effect immediately prior to the Triggering Event and (B)
the Executive's Target Bonus (as that term is defined in the
MIP); minus
b. Any amounts paid to the Executive in accordance with the
Company's severance pay policies.
In addition to the amount set forth above, the Company shall:
(1) Permit the Executive to continue the Executive's
participation (or provide equivalent coverage) in the
Company Unit's medical, dental, disability and life
insurance programs provided under GATX's benefit
plans as in effect on the day prior to the Triggering
Event until the earlier to occur of (a) the second
anniversary of the date as of which the Executive's
employment is terminated or Constructively Terminated
or (b) the date on which the Executive becomes
eligible for coverage under any other employee
benefit plans providing substantially equivalent
benefits at substantially equivalent levels;
(2) Reimburse the Executive (to a maximum of five
thousand dollars ($5,000) per year) for financial and
estate planning and tax return preparation for the
two (2) years immediately following the Executive's
termination or Constructive Termination of employment
in accordance with GATX's executive financial
planning program in effect on the day prior to a
Triggering Event;
(3) Reimburse the Executive (to a maximum of thirty
thousand dollars ($30,000)) for the cost of
outplacement services, plus up to one thousand
dollars ($1,000) of expenses incurred in seeking or
obtaining new employment.
Notwithstanding any provision of this Agreement to the contrary, in no
event shall an Executive be entitled to termination payments under this
paragraph 5 by reason of the Disposition of the Company Unit in which
the Executive was primarily employed immediately prior to such
Disposition if the Executive continues in employment with the successor
or purchaser of such Company Unit during the two-year period following
the Disposition.
6. Retirement Income Benefits. In addition to the foregoing, if the
Executive survives for two (2) years following such termination or
Constructive Termination of employment:
a. The Company shall pay or cause to be paid to the Executive (or
in the event of the Executive's death following the expiration
of such two (2) year period to the Executive's surviving
spouse) a Retirement Income Benefit (as hereinafter defined)
calculated and paid as follows:
(1) The Retirement Income Benefit shall be an amount
equal to the difference, if any, between (A) the
monthly benefit the Executive (or, in the event of
the Executive's death, the Executive's surviving
spouse) would have received as a monthly pension
benefit under the GATX Corporation Non-Contributory
Pension Plan for Salaried Employees (the "Salaried
Pension Plan"), the GATX Corporation Excess Benefit
Plan, the GATX Corporation Supplemental Benefit Plan
and any other written agreement between the Executive
and the Company regarding the Executive's retirement,
all as in effect on the day prior to the Triggering
Event, (hereinafter collectively, the "Pension Plan")
assuming the Executive's employment had terminated
two (2)
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years after the date of the Executive's termination
or Constructive Termination of employment, and
accordingly the Executive had accumulated two
additional years of service credit under the Pension
Plan at a level of compensation calculated in
accordance with the immediately following sentence
and (B) the amount, if any, the Executive (or, in the
event of the Executive's death, the Executive's
surviving spouse) actually receives as a monthly
benefit under the Pension Plan. For purposes of
subparagraph (A) of this paragraph, the Executive's
compensation for each of the two additional years of
assumed service credit shall be equal to the level of
the Executive's compensation as in effect immediately
prior to the Triggering Event, plus an amount equal
to the average of the Covered Bonuses (as defined in
Section 2.13 of the Salaried Pension Plan) paid to
the Executive during the five (5) calendar year
period immediately preceding the Triggering Event.
(2) Payment of the Retirement Income Benefit shall be
made in the same manner, simultaneously with and in
the same form as payments are, or would have been,
made to the Executive (or in the event of the
Executive's death to the Executive's surviving
spouse) under the Pension Plan, but shall commence no
sooner than two (2) years following the Executives'
termination or Constructive Termination of
employment. Any election available to and validly
executed by the Executive under the Pension Plan as
to either an optional form of payment or as to the
date on which benefits are to commence, shall be
applicable to the Retirement Income Benefit and shall
be utilized in calculating the amount of the
Retirement Income Benefit.
b. The Company shall permit the Executive to participate in (or
shall provide equivalent coverage) on the same basis as other
Company employees who have terminated their employment at
approximately the same age and after a substantially
equivalent number of years of service in the GATX Corporation
Medical Plan and the GATX Corporation Life Insurance Plan,
both as in effect on the day prior to the Triggering Event.
Such benefits shall be paid at the same time, under the same
conditions and to the same extent as if the Executive's
employment had continued for two (2) years after the
termination or Constructive Termination of the Executive's
employment.
Notwithstanding the foregoing, if the Executive would
otherwise be entitled to receive a Retirement Income Benefit hereunder
but dies prior to the expiration of a two (2) year period following
termination or Constructive Termination of the Executive's employment
and leaves a surviving spouse, such surviving spouse shall be entitled
to receive such payments and Perquisites as would be applicable to such
surviving spouse under this Agreement, the Pension Plan and all other
GATX employee benefit plans and policies in effect on the day prior to
the Triggering Event, calculated and payable in the same manner as if
the Executive had been employed by the Company on the Executive's date
of death.
7. Payment in Lieu. Except with respect to (a) compensation applicable
to the Executive's employment prior to the termination or Constructive
Termination thereof, (b) amounts payable under the severance pay
policies described in paragraph 5(b) above, and (c) such compensation
as may be payable or rights as may be exercisable on termination of
employment under the GATX Salaried Employees Retirement Savings Plan,
the GATX Corporation 1995 Long Term Incentive Compensation Plan or
other similar programs, all as in effect on the day prior to the
Triggering Event, the amounts payable to the Executive under this
Agreement shall be in lieu of any other amount payable to the Executive
by the Company by reason of the Executive's termination or Constructive
Termination of employment.
8. Confidentiality. During and after the Executive's employment, the
Executive will not divulge or appropriate to the Executive's own use or
to the use of others any secret or confidential information or
knowledge pertaining to the business of the Company or any of its
subsidiaries or affiliates obtained by the Executive during such
employment.
9. Nonalienation. The interests of the Executive under the Agreement
are not subject to the claims of the Executive's creditors and may not
otherwise be voluntarily or involuntarily assigned, alienated or
encumbered.
10. Tax Penalties. If any amount payable to the Executive by the
Company, whether under this Agreement or otherwise (a "Payment"), is
subject to any tax under section 4999 of the Internal Revenue Code of
1986, as amended (the "Code"), or any similar federal or state law (an
"Excise Tax"), the Company shall pay to the Executive an additional
amount (the "Make-Whole Amount") which is equal to (i) the amount of
the Excise Tax,
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plus (ii) the aggregate amount of any interest, penalties, fines or
additions to any tax which are imposed in connection with the
imposition of such Excise Tax, plus (iii) all income, excise and other
applicable taxes imposed on the Executive under the laws of any
Federal, state or local government or taxing authority by reason of the
payments required under clause (i) and clause (ii) and this clause
(iii).
a. For purposes of determining the Make-Whole Amount, the
Executive shall be deemed to be taxed at the highest marginal
rate under all applicable local, state, federal and foreign
income tax laws for the year in which the Make-Whole Amount is
paid. The Make-Whole Amount payable with respect to an Excise
Tax shall be paid by the Company coincident with the Payment
with respect to which such Excise Tax relates.
b. All calculations under this paragraph 10 shall be made
initially by the Company and the Company shall provide prompt
written notice thereof to the Executive to enable the
Executive to timely file all applicable tax returns. Upon
request of the Executive, the Company shall provide the
Executive with sufficient tax and compensation data to enable
the Executive or his tax advisor to independently make the
calculations described in subparagraph (a) above and the
Company shall reimburse the Executive for reasonable fees and
expenses incurred for any such verification.
c. If the Executive gives written notice to the Company of any
objection to the results of the Company's calculations within
60 days of the Executive's receipt of written notice thereof,
the dispute shall be referred for determination to tax counsel
selected by the independent auditors of the Company ("Tax
Counsel"). The Company shall pay all fees and expenses of such
Tax Counsel. Pending such determination by Tax Counsel, the
Company shall pay the Executive the Make-Whole Amount as
determined by it in good faith. The Company shall pay the
Executive any additional amount determined by Tax Counsel to
be due under this paragraph 10 (together with interest thereon
at a rate equal to 120% of the Federal short-term rate
determined under section 1274(d) of the Code) promptly after
such determination.
d. The determination by Tax Counsel shall be conclusive and
binding upon all parties unless the Internal Revenue Service,
a court of competent jurisdiction, or such other duly
empowered governmental body or agency (a "Taxing Authority")
determines that the Executive owes a greater or lesser amount
of Excise Tax with respect to any Payment than the amount
determined by Tax Counsel.
e. If a Taxing Authority makes a claim against the Executive
which, if successful, would require the Company to make a
payment under this paragraph 10, the Executive agrees to
contest the claim on request of the Company subject to the
following conditions:
(1) The Executive shall notify the Company of any such
claim within 10 days of becoming aware thereof. In
the event that the Company desires the claim to be
contested, it shall promptly (but in no event more
than 30 days after the notice from the Executive or
such shorter time as the Taxing Authority may specify
for responding to such claim) request the Executive
to contest the claim. The Executive shall not make
any payment of any tax which is the subject of the
claim before the Executive has given the notice or
during the 30-day period thereafter, unless the
Executive receives written instructions from the
Company to make such payment together with an advance
of funds sufficient to make the requested payment
plus any amounts payable under this paragraph 10
determined as if such advance were an Excise Tax, in
which case the Executive will act promptly in
accordance with such instructions.
(2) If the Company so requests, the Executive will
contest the claim by either paying the tax claimed
and suing for a refund in the appropriate court or
contesting the claim in the United States Tax Court
or other appropriate court, as directed by the
Company; provided, however, that any request by the
Company for the Executive to pay the tax shall be
accompanied by an advance from the Company to the
Executive of funds sufficient to make the requested
payment plus any amounts payable under this paragraph
10 determined as if such advance were an Excise Tax.
If directed by the Company in writing the Executive
will take all action necessary to compromise or
settle the claim, but in no event will the Executive
compromise or settle the claim or cease to contest
the claim without the written consent of the Company;
provided, however, that the Executive may take any
such action if the Executive waives in writing his
right to a payment under this paragraph 10 for any
amounts payable in connection with such claim. The
Executive
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agrees to cooperate in good faith with the Company in
contesting the claim and to comply with any
reasonable request from the Company concerning the
contest of the claim, including the pursuit of
administrative remedies, the appropriate forum for
any judicial proceedings, and the legal basis for
contesting the claim. Upon request of the Company,
the Executive shall take appropriate appeals of any
judgment or decision that would require the Company
to make a payment under this paragraph 10. Provided
that the Executive is in compliance with the
provisions of this section, the Company shall be
liable for and indemnify the Executive against any
loss in connection with, and all costs and expenses,
including attorneys' fees, which may be incurred as a
result of, contesting the claim, and shall provide to
the Executive within 30 days after each written
request therefor by the Executive cash advances or
reimbursement for all such costs and expenses
actually incurred or reasonably expected to be
incurred by the Executive as a result of contesting
the claim.
f. Should a Tax Authority finally determine that an additional
Excise Tax is owed, then the Company shall pay an additional
Make-Whole Amount to the Executive in a manner consistent with
this paragraph 10 with respect to any additional Excise Tax
and any assessed interest, fines, or penalties. If any Excise
Tax as calculated by the Company or Tax Counsel, as the case
may be, is finally determined by a Tax Authority to exceed the
amount required to be paid under applicable law, then the
Executive shall repay such excess to the Company within 30
days of such determination; provided that such repayment shall
be reduced by the amount of any taxes paid by the Executive on
such excess which is not offset by the tax benefit
attributable to the repayment.
11. No Cumulation or Duplication of Benefits. The obligations of the
Company to make payments or provide benefits hereunder are the joint
and several obligations of the Company and the Company Units.
Accordingly, if following the termination or Constructive Termination
of the Executive's employment the Executive receives any form of
compensation payments or benefits from the Company or any Company Unit
or from a successor thereto or affiliate thereof, the amount of any
such compensation or payment together with the fair market value of any
such benefits shall be deducted from any obligation of the Company or
applicable Company Unit to make payments or provide benefits to the
Executive under or by reason of this Agreement.
12. Reduction of Payments. Notwithstanding anything contained herein to
the contrary, any amounts payable hereunder shall be reduced by such
amount as may be necessary to make this agreement not unlawful under
federal law.
13. Amendment. This Agreement may be amended by written agreement of
the parties without the consent of any other person and no person,
other than the parties hereto, shall have any rights under or interest
in this Agreement or the subject matter hereof.
14. Extension. The Board of Directors of GATX may, at any time prior to
the expiration or termination of this Agreement, extend the term of
this Agreement for a period of up to two (2) years from the date on
which the extension is approved, without any further action on the part
of the Executive.
15. Successors. This Agreement shall be binding upon, and inure to the
benefit of, the heirs, executors and legal representatives of the
Executive and the successors and assigns of the Company and upon any
person acquiring, whether by merger, consolidation, purchase of assets
or otherwise, all or substantially all of the assets and business of
any Company Unit. The Company agrees that it will not effect the sale
or other disposition of all or substantially all of its assets unless
either (a) 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 (b) 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.
16. Nonwaiver. The waiver by either party of a breach of this Agreement
shall not be construed as a waiver of any subsequent breach.
17. Resolution of Disputes. Any controversy or claim arising out of or
relating to this Agreement or the alleged breach thereof, shall be
settled by arbitration in the City of Chicago, Illinois in accordance
with the laws of the State of Illinois by three arbitrators, one of
whom shall be appointed by the Company or any successor thereto, one by
the Executive and the third by the other two. If the other two
arbitrators cannot agree on the appointment of
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a third arbitrator, or if either party fails within thirty (30) days
after receipt of written demand to appoint an arbitrator, then such
arbitrator shall be appointed by the ▇▇▇▇ of the Business School of the
University of Chicago or his delegate. The arbitration shall be
conducted in accordance with the rules of the American Arbitration
Association, except with respect to the selection of arbitrators, which
shall be as provided in this paragraph 17. Judgment upon the award
rendered by the arbitrators may be entered in any court having
jurisdiction thereof. In the event that it shall be necessary or
desirable for the Executive to retain legal counsel and/or incur other
costs and expenses in connection with the enforcement of any and all of
his rights under this Agreement, the Executive shall be entitled to
recover from the Company reasonable attorney's fees and costs and
expenses incurred by the Executive in connection with the enforcement
of said rights. Payments shall be made to the Executive by the Company
at the time these attorney's fees and costs and expenses are incurred
by the Executive. If, however, the arbitrators should later determine
that under the circumstances it was unjust for the Company to have made
any of these payments of attorney's fees and costs and expenses to the
Executive, the Executive shall repay any such payments to the Company
in accordance with the order of the arbitrators. Any award of the
arbitrators shall include interest at a rate or rates considered just
under the circumstances by the arbitrators.
18. Termination of Agreement. This agreement shall terminate on
December 31, 2000, provided, however, if prior to such date, but after
January 1, 1999, there shall occur either (a) a Change of Control or
(b) a Disposition of a Company Unit by which the Executive is primarily
employed on the day prior to such Disposition, this agreement shall
remain in effect until two years following the date of the first to
occur of such Change of Control or Disposition.
Termination of this Agreement shall not affect any rights that shall
have accrued to the Executive under this Agreement prior to the
termination date.
IN WITNESS WHEREOF, the Executive has hereunto set his hand, and GATX
has caused these presents to be executed in its name and on its behalf, and its
corporate seal to be hereunto affixed and attested by its Assistant Secretary.
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Executive
GATX CORPORATION
By_____________________________
Its Chairman of the Board
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Execution Date
ATTEST:
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Its Assistant Secretary
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