


                                                                   EXHIBIT 10N

                    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 David B. Anderson,  (the  "Executive")  on the Execution Date shown
below, to be effective as of July 1, 1995.

                                                      W I T N E S S E T H

         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 of 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 the occurrence of any of the following events:

       (1)      Receipt by GATX of a Schedule  13D report  confirming
                that a  person  or  group  owns  beneficially  twenty
                percent (20%) or more of the outstanding voting stock
                of GATX.

       (2)      Any  purchase  under a  non-GATX  tender or  exchange
                offer for stock of GATX following  which the offering
                person  or group  owns  beneficially  twenty  percent
                (20%) or more of such stock.

       (3)      Shareholder  approval  of any merger in which GATX is
                not the surviving  corporation  or survives only as a
                subsidiary of another  corporation,  consolidation or
                sale of all, or  substantially  all, of GATX's assets
                in one transaction or in a series of transactions.

       (4)      A change in the majority of the Board of Directors of GATX not
                recommended by the incumbent directors.

       (The words  "person"  and "group",  as used in this  paragraph
       1.b,  shall have the meanings  ascribed to them under  Section
       13(d) of the Securities Exchange Act of 1934.)

<PAGE>


                                          -2-

    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:

          (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; and

          (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.

    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.


<PAGE>

                                           -3-


         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  Plans  (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 
                 Change of Control or 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 a 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.

     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

<PAGE>


                                       -4-


  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. Twice the Executive's  annual salary before  deductions and deferrals at
the level thereof as of the day prior to the  Triggering  Event,  plus 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 (i) the Executive's annual salary as in
effect immediately prior to the Triggering Event and (ii) 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.

<PAGE>

                                         -5-


  6.       Retirement 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)  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

<PAGE>

                                         -6-


           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 GATX
            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 Executive  Deferred Income Plans, the
  Management  Incentive  Plan,  the GATX  Corporation  1985 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.



<PAGE>
                                        -7-


  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. The Company will provide complete tax and compensation data
  on a timely basis to the Executive and to an accounting firm designated by the
  Executive to enable the  Executive to determine  the extent,  if any, to which
  the Executive's  compensation  under this Agreement and all other compensation
  agreements,  plans and  programs  of the  Company  may be  considered  to be a
  parachute  payment  or excess  parachute  payment  under  section  280G of the
  Internal Revenue Code of 1986, as amended (the "Code").  In the event that any
  such  compensation is deemed to constitute an excess parachute payment that is
  subject  to tax  under  Section  4999 of the Code or any  successor  provision
  thereto  (the  "Excise  Tax"),  the  Company  shall  pay to the  Executive  an
  additional  amount (the "Gross-Up  Amount") that, after payment of all Federal
  and state  income  taxes  thereof  (assuming  the  Executive is at the highest
  marginal federal and applicable state income tax rate in effect on the date of
  payment of the Gross-Up  Amount) and payment of the Excise Tax on the Gross-Up
  Amount,  is equal to the Excise Tax  payable by the  Executive  on such excess
  parachute  payment.  The Gross-Up  Amount  payable with respect to each excess
  parachute payment shall be paid by the Company coincident with payment of such
  excess parachute payment.

  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


<PAGE>

                                            -8-


 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 b  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 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 Dean 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.



<PAGE>

                                          -9-


  18.  Termination of Agreement.  This agreement shall terminate on December 31,
  1997,  provided,  however,  if prior to such date,  but after January 1, 1996,
  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.


                                         /s/  David B. Anderson
                                     -----------------------------------
                                               Executive


                                     GATX CORPORATION

                                     By    /s/ James J. Glasser
                                        ----------------------------------
                                               Its Chairman of the Board

                                               July 31, 1995
                                         -----------------------------------
                                                 (Execution Date)


ATTEST:
  /s/ Janet Dongarra
----------------------------------
Its Assistant Secretary


                                                               


<PAGE>
                                                               EXHIBIT 10N

               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 Brian A. Kenney,  (the  "Executive")  on the  Execution  Date shown
below, to be effective as of January 1, 1996.

                           W I T N E S S E T H

         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 of 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  the  occurrence  of  any of the
                   following events:

                  (1)      Receipt by GATX of a Schedule  13D report  confirming
                           that a  person  or  group  owns  beneficially  twenty
                           percent (20%) or more of the outstanding voting stock
                           of GATX.

                  (2)      Any  purchase  under a  non-GATX  tender or  exchange
                           offer for stock of GATX following  which the offering
                           person  or group  owns  beneficially  twenty  percent
                           (20%) or more of such stock.

                  (3)      Shareholder  approval  of any merger in which GATX is
                           not the surviving  corporation  or survives only as a
                           subsidiary of another  corporation,  consolidation or
                           sale of all, or  substantially  all, of GATX's assets
                           in one transaction or in a series of transactions.

                  (4)      A change in the majority of the Board of Directors of
                           GATX not recommended by the incumbent directors.

                  (The words  "person"  and "group",  as used in this  paragraph
                  1.b,  shall have the meanings  ascribed to them under  Section
                  13(d) of the Securities Exchange Act of 1934.)


<PAGE>
                                                        -2-


            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:

                  (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; and

                  (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.

         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.

<PAGE>


                                           -3-


         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  Plans  (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
                   Change of Control or 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 a 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.

    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 



<PAGE>

                                          -4-


  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.        Twice  the  Executive's  annual  salary  before  deductions  and
            deferrals at the level thereof as of the day prior to the Triggering
            Event,  plus 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 (i) the  Executive's  annual  salary  as in  effect
            immediately  prior to the Triggering  Event and (ii) 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.


<PAGE>
                                             -5-


  6.       Retirement 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)  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

<PAGE>
                                                -6-


           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  GATX
            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 Executive  Deferred Income Plans, the
  Management  Incentive  Plan,  the GATX  Corporation  1985 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.



<PAGE>

                                        -7-


  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. The Company will provide complete tax and compensation data
  on a timely basis to the Executive and to an accounting firm designated by the
  Executive to enable the  Executive to determine  the extent,  if any, to which
  the Executive's  compensation  under this Agreement and all other compensation
  agreements,  plans and  programs  of the  Company  may be  considered  to be a
  parachute  payment  or excess  parachute  payment  under  section  280G of the
  Internal Revenue Code of 1986, as amended (the "Code").  In the event that any
  such  compensation is deemed to constitute an excess parachute payment that is
  subject  to tax  under  Section  4999 of the Code or any  successor  provision
  thereto  (the  "Excise  Tax"),  the  Company  shall  pay to the  Executive  an
  additional  amount (the "Gross-Up  Amount") that, after payment of all Federal
  and state  income  taxes  thereof  (assuming  the  Executive is at the highest
  marginal federal and applicable state income tax rate in effect on the date of
  payment of the Gross-Up  Amount) and payment of the Excise Tax on the Gross-Up
  Amount,  is equal to the Excise Tax  payable by the  Executive  on such excess
  parachute  payment.  The Gross-Up  Amount  payable with respect to each excess
  parachute payment shall be paid by the Company coincident with payment of such
  excess parachute payment.

  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


<PAGE>

                                      -8-


  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 b  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 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 Dean 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.



<PAGE>


                                      -9-


  18.  Termination of Agreement.  This agreement shall terminate on December 31,
  1997,  provided,  however,  if prior to such date,  but after January 1, 1996,
  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.  Notwithstanding the foregoing,  the agreement shall terminate in
  the event that (under circumstances not constituting Constructive Termination)
  during the Employment  Period the Executive ceases to be an officer of GATX or
  the President (or Chairman of the Board) of a wholly-owned subsidiary of GATX.

  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.


                               /s/ Brian A. Kenney
                          -----------------------------------
                                    Executive


                          GATX CORPORATION

                          By      /s/ James J. Glasser
                             ------------------------------------
                                    Its Chairman of the Board

                                February 1, 1996
                          -----------------------------------
                                    (Execution Date)


ATTEST:
     /s/ Janet Dongarra
----------------------------------
Its Assistant Secretary

<PAGE>

