EMPLOYMENT AND COOPERATION AGREEMENT

Exhibit 10.1

EMPLOYMENT AND COOPERATION AGREEMENT

     THIS AGREEMENT, made and entered into as of December 7, 2004 (the “Effective Date”), by and between David M. Edwards (the “Executive”) and GATX Financial Corporation (the “Company”);

WITNESSETH THAT:

     WHEREAS, the parties desire to enter into this Agreement pertaining to the continued employment of the Executive by the Company through December 31, 2004; and

     WHEREAS, the Executive possesses certain specialized knowledge and experience which will be of benefit to the Company following the termination of the Executive’s employment, and the Executive is willing to continue to share such knowledge and experience with the Company under the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Executive and the Company as follows:

     1. Employment Period. Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to remain in the employ of the Company during the Employment Period. The “Employment Period” shall be the period beginning on the Effective Date and ending December 31, 2004, (the “Employment Termination Date”). The Executive’s employment will terminate on the Employment Termination Date.

     2. Performance of Duties. The Executive agrees that during the Employment Period he shall perform such services for the Company and the Affiliates as are necessary and appropriate for a smooth transition of the Executive’s responsibilities, and he shall devote his full time, energies and talents to serving the Company. For purposes of this Agreement, the term “Affiliate” means any company during any period in which it owns at least fifty percent of the voting power of all classes of stock of the Company entitled to vote, and any company during any period in which at least fifty percent of the voting power of all classes entitled to vote is owned, directly or indirectly, by the Company or by any other company that is a Affiliate by reason of its direct or indirect ownership of stock of the Company.

     3. Compensation. Subject to the terms of this Agreement, during the Employment Period, the Executive shall receive salary at the rate in effect immediately prior to the Effective Date, and shall be eligible for the benefits consistent with his position in the Company.

     4. Advice and Consultation. From time to time on or before December 31, 2005, and subject to the terms of this Agreement, the Company may call upon the Executive for, and the Executive shall provide, advice and consultation with respect to matters relating to the business and operations of the Company’s Rail division on which the Executive may have worked or with respect to which the Executive would otherwise have expertise or knowledge. Following the Employment Termination Date and until such time as the Executive procures full time employment, such advice and consultation shall be rendered on an as required basis; thereafter

such advice and consultation shall be rendered by the Executive at such times and in such manner so as to not interfere with the Executive’s employment responsibilities.

     5. Payment on or After Termination of Employment. The Executive’s compensation during the Employment Period shall be subject to the following:

     6. Confidential Information. Except as may be required by the lawful order of a court or agency of competent jurisdiction, the Executive agrees to keep secret and confidential indefinitely all non-public information concerning the Company and the Affiliates which was acquired by or disclosed to the Executive during the course of his employment with the Company, and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way. To the extent that the Executive obtains information on behalf of the Company or any of the Affiliates that may be subject to attorney-client privilege as to the Company’s attorneys, the Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege. Nothing in the foregoing provisions of this paragraph 6 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company or any of the Affiliates, knowledge which was acquired by him during the course of his employment with the Company and the Affiliates, and which is generally known to persons of his experience in other companies in the same industry.

     7. Restriction on Competition and Solicitation. The Executive agrees to the following:

     8. Remedies. The Executive acknowledges that the Company and/or the Affiliates would be irreparably injured by a violation of paragraphs 6 and 7 and he agrees that the Company and/or the Affiliates, in addition to any other remedies available to them for such breach or threatened breach, shall be entitled to a preliminary injunction, temporary restraining order, or other equivalent relief, restraining the Executive from any actual or threatened breach of paragraphs 6 and 7. If a bond is required to be posted in order for the Company and/or the Affiliates to secure an injunction or other equitable remedy, the parties agree that said bond need not be more than a nominal sum.

     9. Amendment. This Agreement may be amended or cancelled only by mutual agreement of the parties in writing without the consent of any other person. So long as the Executive lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof.

     10. Applicable Law. The provisions of this Agreement shall be construed in accordance with the laws of the State of Illinois, without regard to the conflict of law provisions of any state. All disputes between the parties hereto relating to this Agreement shall be litigated in Illinois.

     11. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, and this Agreement will be construed as if such invalid or unenforceable provision were omitted (but only to the extent that such provision cannot be appropriately reformed or modified).

     12. Waiver of Breach. No waiver by any party hereto of a breach of any provision of this Agreement by any other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other party or any similar or dissimilar provisions and conditions at the same or any prior or subsequent time. The failure of any party hereto to take any action by reason of such breach will not deprive such party of the right to take action at any time while such breach continues.

     13. Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business.

     14. Entire Agreement. Except as otherwise noted herein, this Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements between the parties relating to the subject matter hereof. Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall adversely affect the rights earned by the Executive during his employment with the Company with respect to any benefit plan maintained by the Company to the extent provided in accordance with the terms of the applicable plan.

     IN WITNESS THEREOF, the Executive has hereunto set his hand, and the Company has caused these presents to be executed in its name and on its behalf, as of the Effective Date.

EXHIBIT A
STOCK AWARDS

     The Executive shall be treated as though his Employment Termination Date is by reason of Retirement for purposes of determining the period during which the options described below may be exercised after termination of employment in accordance with paragraph 5(b) of the Employment and Consulting Agreement (to which this Exhibit A is attached):

* Options purchased under the Employee Option Purchase Program

** The option granted to the Executive on August 6, 2004 shall vest and become exercisable with respect to one-half of the shares covered by that option grant on August 6, 2005, and as of the Employment Termination Date the option shall be canceled with respect to the remaining one-half of the shares.

EXHIBIT B
GENERAL WAIVER AND RELEASE AGREEMENT

     I, David M. Edwards, understand and agree completely to the terms set forth in the attached Employment and Consulting Agreement (the “Employment and Consulting Agreement”).

     In consideration of benefits I will receive under the Employment and Consulting Agreement, I hereby release, acquit and forever discharge GATX Corporation, its parents and subsidiaries (collectively, the “Company”), and their respective officers, directors, agents, servants, employees, attorneys, shareholders, fiduciaries of employee benefit plans, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I sign this General Waiver and Release Agreement (the “Agreement”), including, but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including, but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership or equity interests in the Company, vacation pay, personal time off, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; provided however this shall not apply to any employee benefit in which the employee has a vested interest; claims pursuant to any federal, any state or any local law, statute, common law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; attorneys’ fees under Title VII of the federal Civil Rights Act of 1964, as amended, or any other statute, agreement or source of law; the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the federal Americans with Disabilities Act of 1990; the Family and Medical Leave Act; the Employee Retirement Income Security Act; the Equal Pay Act; any state or local anti-discrimination law, any state wage payment law, any other state or local law, ordinance or regulation relating to any aspect of employment; tort law; contract law; or the law of wrongful discharge, discrimination, harassment, fraud, misrepresentation, defamation, libel, emotional distress, and breach of the implied covenant of good faith and fair dealing.

     I represent that I have no lawsuits, claims or actions pending in my name, or on behalf of any other person or entity, against the Company or any other person or entity subject to the release granted in this Agreement. I agree that in the event I bring a claim covered by this release in which I seek damages against the Company or in the event I seek to recover against the Company in any claim brought by a governmental agency on my behalf, this Agreement shall serve as a complete defense to such claims.

     I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA. I also acknowledge that the consideration given for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (a) my waiver and release do not apply to any rights or claims that may arise after the execution date of this Agreement; (b) I have been advised hereby that I have the right to consult with an attorney prior to executing this Agreement; (c) I have twenty-one (21) days from the date I receive this Agreement to consider this Agreement (although I voluntarily may choose to execute this Agreement earlier); (d) I have seven (7) days following the execution of this Agreement to revoke this Agreement; and (e) this Agreement shall not be effective until the later of (i) the date upon which the revocation period has expired, which shall be the eighth (8^th) day after I execute this Agreement, or (ii) the date I return this Agreement, fully executed, to the Company.

     I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any unknown or unsuspected claims I may have against the Company, its affiliates, and the entities and persons specified above.