EXHIBIT 10

January 1, 1998

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, 1998 (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 and participation level ("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.

D. "Target Bonus" will mean the percentage of base salary payable if 100%
of income goals and individual performance goals (if applicable) are attained.

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

F. "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.

G. "Personal Evaluation Percentage" will mean the percentage of the Bonus
paid for the Participant's individual performance during the Plan Year. See
Exhibit IV.

H. "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 the Company.

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 II). 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 the GATX Earnings Portion (for
corporate Participants) and the Subsidiary Earnings Portion (for subsidiary
Participants) are met.

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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. Earnings Portions. Payout Percentages based on actual performance
relative to goals are determined and are multiplied by the weightings on each
component to determine weighted Payout Percentages for the Earnings components
(Exhibit V, Section B). Payout Percentages are determined from the Profit
Attainment Percentages as described in paragraphs 5A and 5B.

B. Personal Portion. The Personal Evaluation Percentage as determined from
the table attached as Exhibit IV is multiplied by the weighting on the Personal
component to determine the weighted Payout Percentage for the Personal
component. (Exhibit V, Section B).

C. The Bonus award will be the sum of the Target Bonus multiplied by the
weighted Payout Percentages on 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 reaches the Threshold levels as established
by the Committee. (Exhibit II).

D. The Company's Chief Executive Officer or Subsidiary President may
increase or decrease the Bonus to an individual Participant by a maximum of 25%,
based on an assessment of that Participant's overall contribution or performance
related to a special project.

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 Vice President of
Compensation and Benefits, 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 employee after
October 1st of any Plan Year.

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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.

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
Dabove, 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 ceases to be a reasonable measure 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.

EXHIBIT I

WEIGHTING OF THE COMPONENTS OF THE BONUS
1998 MANAGEMENT INCENTIVE PLAN
________________________________________

CHIEF EXECUTIVE OFFICER 100% GATX
and CHAIRMAN OF THE BOARD

CORPORATE DIRECT REPORTS TO CEO 50% GATX
50% Subsidiary or combined subsidiaries
-----------
100%
===========

SUBSIDIARY PRESIDENTS 25% GATX
75% Subsidiary or combined subsidiaries
-----------
100%
===========

OTHER CORPORATE OFFICERS 25% GATX
25% Subsidiary or combined subsidiaries
50% Personal *
-----------
100%
===========

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

* 30% if Threshold not met

EXHIBIT II

EXHIBIT II INTENTIONALLY OMITTED

EXHIBIT III

EXHIBIT III INTENTIONALLY OMITTED
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EXHIBIT IV

PERSONAL PERFORMANCE
--------------------------------------------------
1998 GATX MANAGEMENT INCENTIVE PLAN
--------------------------------------------------

EVALUATION EVALUATION
GUIDELINES PERCENTAGE
----------------------------------------- -----------

Performance against goals was truly 150% - 200%
Outstanding; attained difficult and high
Impact goal(s) during the performance
period.

Difficult goals were attained during 100% - 130%
the performance period and acceptable
progress was made toward all others.

Achieved some goals and made 50% - 80%
acceptable progress toward others.
Performance against goals was
satisfactory overall.

* Any whole percentage between 0% and 200%.

EXHIBIT V
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EXHIBIT V INTENTIONALLY OMITTED