



                                                            January 1, 1994

GATX CORPORATION
      MANAGEMENT INCENTIVE PLAN  

            
1.        OBJECTIVE.

     This Management Incentive Plan (the "Plan"), which is administered by the
Compensation Committee of the Board of Directors (the "Committee"), is
established for the period January 1 through December 31, 1994 (the "Plan
Year"), to motivate and reward those employees whose activities and
contributions have a significant bearing on the success and profitability of
GATX Corporation and its Subsidiaries (collectively, the "Company").

2.        ELIGIBILITY.

     Recommendation for participation in the Plan is initiated by the Subsidiary
Presidents or the Vice President of Human Resources, and approved by the Chief
Executive Officer.

3.        PARTICIPATION.

     Participants under this Plan will be exempt salaried employees with the
Company who are individually authorized to participate (the "Participants").
Each Participant will be notified by the Subsidiary President or Corporate
Department Head of his or her participation in the Plan, and of the percentage
of the base salary at which the Participant will be eligible to participate
in the Plan ("Target Bonus").

4.        DEFINITIONS.

     For purposes of this Plan, the following terms will have the following
meanings:

     A.   "Base Salary" will mean (1) the total salary (excluding any incentive
compensation or lump sum payments) paid to a Participant by the Company before
reduction for any contribution authorized under the GATX Corporation Salaried
Employees Retirement Savings Plan, plus (2) any compensation which the
Participant elects to defer under any deferred compensation plan of the Company.

     B.   "Income Goals" will mean the net income goals established annually by
the Committee for GATX and each subsidiary.  See Exhibit II.

     C.   "Bonus" will mean the amount payable to a Participant under this Plan
for the current Plan Year, calculated in accordance with the provisions of this
Plan, and approved by the Committee.



                                     1
<PAGE>




     D.   "Profit Attainment Percentage" will mean the quotient of income
divided by income goal expressed as a percentage.

     E.   "Payout Percentage" will mean the percentage of the Bonus paid for
the Company or Subsidiary performance as determined by the Profit Attainment
Percentage.  The relationship between the Profit Attainment Percentage and the
Payout Percentage is approved by the Committee and presented in Exhibit III.

     F.   "Personal Evaluation Percentage" will mean the percentage of the Bonus
paid for the Participant's individual performance during the Plan Year as
determined from the performance or MBO rating.  See Exhibit IV.

     G.   "Threshold" will mean the minimum level of income required for payout
under the Earnings Portion of this Plan.  See Exhibit II.

5.        COMPONENTS OF THE BONUS.

     The Bonus is composed of a GATX Earnings Portion, a Subsidiary Earnings
Portion and a Personal Portion.  As soon as practical following the start of
each Plan Year, the Committee will establish Income Goals for GATX and each
participating subsidiary.

     A.   GATX Earnings Portion - The extent to which GATX meets its Income
Goal - determined by reference to the Profit Attainment Percentages
(Exhibit III) - will be the basis for the GATX Earnings Portion of the Bonus
for both corporate and subsidiary participants.

     B.   Subsidiary Earnings Portion - For subsidiary Participants, the
extent to which each subsidiary meets its Income Goal - determined by reference
to the Profit Attainment Percentages (Exhibit III) - will be the basis for that
subsidiary's Earnings Portion of the Bonus.

     For corporate Participants, the Subsidiary Earnings Portion will recognize
the relative proportion of the Income Goals established for each participating
subsidiary.  At the start of the Plan Year, each participating subsidiary will
be assigned a weight by the Committee calculated on the basis of its Income
Goal as a percent of the total of the Income Goals of all participating
subsidiaries, with a minimum weight of 5.0%  (Exhibit III).  The extent to
which each subsidiary meets its Income Goal - determined by reference to the
Profit Attainment Percentages (Exhibit III) - will be the basis for the
Subsidiary Earnings Portion of the Bonus.

     C.   Personal Portion - The Personal Portion recognizes the level of the
Participant's individual performance (Exhibit IV).  The percentage of the
Bonus represented by the Personal Portion may vary depending upon whether or
not the Threshold levels established annually for GATX (for corporate
Participants) and the subsidiaries (for subsidiary Participants) are met.

                                  2
<PAGE>

6.        WEIGHTING OF THE COMPONENTS OF THE BONUS.


     As soon as practical following the start of each Plan Year, the
Committee will determine the weight to be allocated to each of the component
parts of the Bonus identified in paragraph 5 hereof.  For the current Plan
Year, the component parts of the Bonus for each category of Participant are
attached as Exhibit I.

7.        CALCULATION OF THE BONUS.

     A.   The weighting of the Income Goals is multiplied by a Participant's
Target Bonus to determine the Target Value for the Income Goal.
(Exhibit V, Section A).

     B.   Payout Percentage are determined from the Profit Attainment
Percentages as described in paragraph 5 (Exhibit V, Section B.)

     C.   Payout Percentages are multiplied by the Target Values of the
Income Goals to determine the Earnings Portion of the Bonus.  (Exhibit V,
Section C.) The Personal Portion is determined by multiplying the Target
Value of the Personal Portion by the Personal Evaluation Percentage as
determined from the table attached as Exhibit IV.

     D.   The Bonus will be the sum of the Earnings Portions and the
Personal Portion of the Bonus, provided that no Bonus payment will be made
with respect to the Earnings Portions unless the Company and participating
subsidiaries reach Threshold levels as established by the Committee.

8.        ADMINISTRATION OF THE PLAN.

     A.   Administration.
           Administration of the Plan will be the responsibility of the
Committee which may delegate responsibility thereunder to the Corporate
Director of Compensation, Corporate Human Resources Department.

     B.   New Participants.
           Subject to the provisions of the following sentence, new
employees who join the Company during the Plan Year may be authorized to
participate in the Plan on a pro-rata basis with the approval of the Chief
Executive Officer.  Participation under this Plan will not be available to
any new participant after October 1st of any Plan Year.

     C.   Transfers and Promotions.
           If a Participant is transferred or promoted during the Plan Year
causing an adjustment in his Target Bonus, such Participant's bonus will be
calculated on a pro-rata basis to reflect this change.



                                   3
<PAGE>

     D.   Retirement, Death or Disability.
           A Participant who retires, dies, or becomes totally and permanently
disabled, as that term is defined in the GATX Pension Plan for Salaried
Employees, during the Plan Year will be entitled to a pro-rated bonus in
accordance with Paragraph E.

     E.   Payment of Bonus.
           Bonuses will be paid as soon as possible after the completion of
the Company's year-end audit, normally no later than March 1.  The Participant
does not have a contractual right to receive the Bonus.  Participants become
entitled to receive Bonus payments only after the payments have been approved
and authorized by the Committee.

     F.   Employment as a Condition Precedent.
           No bonus will be paid, except pursuant to the provisions of
Paragraph D above, unless the Participant is an employee of the Company at
the end of the Plan Year.

     G.   No Employment Contract.
           Neither the establishment of the Plan nor the authorization to be
a Participant in the Plan will be construed as giving the Participant the
right to be retained in the service of the Company.

     H.   Modification of Goals.
           The Committee may, from time to time during the Plan Year, modify
the Plan as appropriate including (i) Income Goals, (ii) Thresholds,
(iii) Payout Percentages, (iv) assigned weights established for one or more
subsidiaries and (v) weighting of the Components of the Bonus if, in the sole
discretion of the Committee, any part of the Plan, including the Income Goals,
Thresholds, Payout Percentages, and weighting of the Components of the Bonus
previously established cease to be reasonable measures of desired performance.
Notwithstanding anything to the contrary contained herein, the Committee shall
have the authority and exclusive discretion to determine whether income or
expenses of an unusual or nonrecurring nature are to be included with other
income of the Company for purposes of determining whether the established
Income Goals have been achieved.


<TABLE>
                                                           EXHIBIT I
                                    
                                    
                                    
                                    
                WEIGHTING OF THE COMPONENTS OF THE BONUS
                     1994 MANAGEMENT INCENTIVE PLAN              
                                    
<CAPTION>



<S>                                 <C>
CEO                                 100%    GATX





OTHER SENIOR CORPORATE OFFICERS      30%    GATX
and SUBSIDIARY PRESIDENTS            70%    subsidiary or combined subsidiaries
                                 ---------
                                     100%
                                 =========

OTHER PARTICIPANTS                    10%    GATX
                                      40%    subsidiary or combined subsidiaries
                                      50%    Personal*
                                ----------
                                     100%
                                ==========

*30% if Threshold not met
</TABLE>


<TABLE>
                                                                      EXHIBIT II
                                        
                                        
                                        
            INCOME GOALS, WEIGHTING OF THE INCOME GOALS, THRESHOLDS
                         1994 MANAGEMENT INCENTIVE PLAN
                                        
                         1994 INCOME GOALS ($ IN OOO'S)
<CAPTION>
                                        
                                        
                                        
                                        
                                        
                      NET
                    INCOME          CORP STAFF
                     GOALS           WEIGHTING
<S>                 <C>               <C>
GATC                62,009            49.26%

CAPITAL             21,213            16.85%

TERMINALS           30,065            23.69%

ASC                  5,451             5.00%

LOGISTICS            1,005             5.00%

GATX CORP           85,264             0.00%

                                     100.00%


                                   THRESHOLDS
                                        
         The threshold will be 80% of the Income Goal for GATX and each participating subsidiary
         with the exception of GATC, for which the Threshold will be 85% of the Income Goal.
</TABLE>
<PAGE>
<TABLE>

                                                                   EXHIBIT III
                                       
                                       
                   PROFIT ATTAINMENT AND PAYOUT PERCENTAGES
                        1994 MANAGEMENT INCENTIVE PLAN
<CAPTION>

       PROFIT ATTAINMENT                  PAYOUT PERCENTAGE
          PERCENTAGE            ------------------------------------
       -----------------
                                 GATX & ALL SUBS EXCEPT GATC   GATC
                                 ---------------------------   -----
       <S>        <C>                     <C>                 <C>
       THRESHOLD  80                      30                    
                  81                      35
                  82                      40
                  83                      45
                  84                      50
       GATC       85                      55                  55.0
                  86                      60                  60.0
                  87                      65                  65.0
                  88                      70                  70.0
                  89                      75                  75.0
                  90                      80                  80.0
                  91                      83                  83.0
                  92                      86                  86.0
                  93                      89                  89.0
                  94                      92                  92.0
                  95                      95                  95.0
                  96                      96                  96.0
                  97                      97                  97.0
                  98                      98                  98.0
                  99                      99                  99.0
                 100                     100                 100.0
                 101                     101                 101.3
                 102                     102                 102.7
                 103                     103                 104.0
                 104                     104                 106.0
                 105                     105                 110.0
                 106                     108                 114.0
                 107                     111                 118.0
                 108                     114                 122.0
                 109                     117                 126.0
                 110                     120                 130.0
                 111                     123                 134.0
                 112                     126                 138.0
                 113                     129                 142.0
                 114                     132                 146.0
                 115                     135                 150.0
                 116                     138
                 117                     141
                 118                     144
                 119                     147
                 120                     150



Actual Payout Percentage will be interpolated, if necessary, and rounded to the nearest .01%.
</TABLE>
<PAGE>
<TABLE>
                                                                                         EXHIBIT IV
                                       
               PERFORMANCE EVALUATION PERCENTAGE DETERMINATION
                        1994 MANAGEMENT INCENTIVE PLAN                          
<CAPTION>
                                       
                                        
                                        
                                        
                                                              PERFORMANCE
                                                              EVALUATION
RATING                 EVALUATION CRITERIA                        PERCENTAGE
<S>        <C>                                                   <C>
4          Performance was outstanding; consistently             150%
           exceeded job requirements during the
           performance period.

3          Performance was fully satisfactory; met or at         100%
           times exceeded job requirements during the
           performance period.

2          Performance was less than satisfactory; some           50%
           but not all job requirements were met during the
           performance period.

1          Performance was very unsatisfactory; few job           -0-
           requirements were met during the performance
           period.

                                                ***

           Management By Objectives (MBO) Ratings

4          Substantially Exceeding Target                        150%
           
3          On Target or Exceeding Target                         100%
           
2          Progressing                                            50%
           
1          Not on Target                                          -0-

Actual ratings may include a decimal place, i.e. a rating of 3.5
would result in 125% of the Personal Portion.
</TABLE>
<PAGE>
<TABLE>


                                                                        EXHIBIT V
                                                                       
                       1994 MANAGEMENT INCENTIVE PLAN
                         BONUS CALCULATION EXAMPLE                         
<CAPTION>

EMPLOYEE:  (Corporate Participant)                        Base Salary       $75,000
                                                          Target Percentage    20.0%
                                                          Target Bonus      $15,000

A.          TARGETS - EARNINGS AND PERSONAL PORTIONS

     FACTOR         WEIGHTING                        TARGET BONUS    TARGET VALUE
- ---------------     ----------------------           ------------    ------------
    <S>             <C>                              <C>             <C>
1.  CORP INCOME                10% =10.000%          $15,000.00      $1,500.00
2.  GATC            49.26%  x  40% =19.704%          $15,000.00      $2,955.60
    Capital         16.85%  x  40% = 6.740%          $15,000.00      $1,011.00
    Terminals       23.89%  x  40% = 9.556%          $15,000.00      $1,433.40
    ASC              5.00%  x  40% = 2.000%          $15,000.00        $300.00
    Logistics        5.00%  x  40% = 2.000%          $15,000.00        $300.00
3.  PERSONAL                   50% =50.000%          $15,000.00      $7,500.00
                               ------------                         ----------
TARGET AMOUNT                      100.000%                         $15,000.00
                               ============                         ==========



B.          GATX AND SUBSIDIARY PERFORMANCE

    FACTOR        THRESHOLD     INCOME GOAL   ACTUAL       PROFIT %   PAYOUT %
    -----------   ---------     ----------    ----------   --------   ----------
    <S>           <C>            <C>          <C>            <C>        <C>
1.  CORP INCOME   68,212,000     85,264,000   81,244,000      95.3%       95.3%
2.  GATC          49,607,200     62,009,000   57,989,000      93.5%       90.5%
    Capital       16,970,400     21,213,000   21,213,000     100.0%      100.0%
    Terminals     24,052,000     30,065,000   29,159,000      97.0%       97.0%
    ASC            4,360,800      5,451,000    5,451,000     100.0%     100.00%
    Logistics        804,000      1,005,000      904,500      90.0%       80.0%


C.          INDIVIDUAL BONUS CALCULATION

     FACTOR               PAYOUT %             TARGET VALUE       AWARD
    -----------          ---------             -----------      -------------
    <S>                    <C>                   <C>                  <C>          <C>
1.  CORP INCOME             95.3%          x     $1,500.00   =         $1,429.50   $1,429.50
                                                                ----------------------------
2.  GATC                    90.5%          x     $2,955.60   =         $2,674.82
    Capital                100.0%          x     $1,011.00   =         $1,011.00
    Terminals               97.0%          x     $1,433.40   =         $1,390.40
    ASC                    100.0%          x       $300.00   =           $300.00
    Logistics               80.0%          x       $300.00   =           $240.00   $5,616.22
                                                                 ---------------------------
3.  PERSONAL               125.0%          X     $7,500.00   =         $9,375.00   $9,375.00
                                                                 ---------------------------
                                                     TOTAL BONUS $16,420.72
</TABLE>
<PAGE>
