8-K

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549


                                  FORM 8-K


                               Current Report
                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934


      Date of report (Date of earliest event reported) July 24, 1998
                                                      ---------------------


                              GATX Corporation
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             (Exact Name of Registrant as Specified in Charter)

                                  New York
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               (State or Other Jurisdiction of Incorporation)

           1-2328                              36-1124040
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    (Commission File Number)         (IRS Employer Identification No.)

            500 West Monroe Street, Chicago, Illinois 60661-3676
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            (Address of Principal Executive Offices) (Zip Code)

                               (312) 621-6200
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            (Registrant's Telephone Number, Including Area Code)

- -----------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)








                            Page 1 of 116 Pages

                         (Exhibit Index at Page 9)


                                                        -1-





Item 5.           Other Events.

A.       Adoption of Shareholder Rights Plan

         On July 24, 1998, the Board of Directors of GATX Corporation Inc.
(the "Company") declared a dividend distribution of one Right for each
outstanding share of common stock, par value $0.625 per share (the "Common
Stock"), of the Company to shareholders of record at the close of business
on August 14, 1998 (the "Record Date"). Except as described below, each
Right, when exercisable, entitles the registered holder to purchase from
the Company one one-thousandth of a share of Series 2 Junior Participating
Preferred Stock, $1.00 par value per share (the "Preferred Stock"), at a
price of $160 per one one-thousandth share (the "Exercise Price"), subject
to adjustment.

         The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.

         Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Right
certificates will be distributed. Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 20% or more of the outstanding
shares of Common Stock (the "Shares Acquisition Date") or (ii) 15 business
days (or such later date as may be determined by action of the Board of
Directors of the Company (the "Board of Directors") prior to the time that
any person becomes an Acquiring Person) following the commencement of (or a
public announcement of an intention to make) a tender or exchange offer if,
upon consummation thereof, such person or group would be the beneficial
owner of 20% or more of such outstanding shares of Common Stock (the
earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced by the Common Stock certificates together with a copy of
this Summary of Shareholder Rights Plan and not by separate certificates.

         The Rights Agreement also provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Stock.
Until the Distribution Date (or earlier redemption, expiration or
termination of the Rights), the transfer of any certificates for Common
Stock, with or without a copy of this Summary of Shareholder Rights Plan,
will also constitute the transfer of the Rights associated with the Common
Stock represented by such certificates. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as
of the close of business on the Distribution Date and, thereafter, such
separate Right Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution Date and
will expire at the earlier of (i) August 14, 2008 (the "Final Expiration
Date") and (ii) the redemption of the Rights by the Company as described
below.

         Subject to adjustment, one Right will be issued in respect of each
share of Common Stock which is issued either (i) after the Record Date but
prior to the earliest of the Distribution Date, the redemption of the
Rights or the Final Expiration Date or (ii) upon the conversion of

                                                        -2-





shares of $2.50 Cumulative Convertible Preferred Stock or $2.50 Cumulative
Convertible Preferred Stock, Series B after the Distribution Date but prior
to the earlier of the redemption of the Rights and the Final Expiration
Date.

         If any person (other than the Company, its subsidiaries or any
person receiving newly-issued shares of Common Stock directly from the
Company) becomes the beneficial owner of 20% or more of the then
outstanding shares of Common Stock, each holder of a Right will thereafter
have the right to receive, upon exercise at the then current exercise price
of the Right, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
exercise price of the Right. The Rights Agreement contains an exemption for
any issuance of Common Stock by the Company directly to any person (for
example, in a private placement or an acquisition by the Company in which
Common Stock is used as consideration), even if that person would become
the beneficial owner of 20% or more of the Common Stock, provided that such
person does not acquire any additional shares of Common Stock.

         If, at any time following the Shares Acquisition Date, the Company
is acquired in a merger or other business combination transaction or 50% or
more of the Company's assets or earning power are sold, proper provision
will be made so that each holder of a Right will thereafter have the right
to receive, upon exercise at the then current exercise price of the Right,
common stock of the acquiring or surviving company having a value equal to
two times the exercise price of the Right.

         Notwithstanding the foregoing, following the occurrence of any of
the events set forth in the preceding two paragraphs (the "Triggering
Events"), any Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any Acquiring Person will
immediately become null and void.

         The Exercise Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the
Rights, are subject to adjustment from time to time to prevent dilution,
among other circumstances, in the event of a stock dividend on, or a
subdivision, split, combination, consolidation or reclassification of, the
Preferred Stock or the Common Stock, or a reverse split of the outstanding
shares of the Preferred Stock or the Common Stock.

         With certain exceptions, no adjustment in the Exercise Price will
be required until cumulative adjustments require an adjustment of at least
1% in the Exercise Price. The Company will not be required to issue
fractional shares of Preferred Stock or Common Stock (other than fractions
in multiples of one-thousandths of a share of Preferred Stock) and, in lieu
thereof, an adjustment in cash may be made based on the market price of the
Preferred Stock or Common Stock on the last trading date prior to the date
of exercise.

         The Preferred Stock is a new series of preferred stock that is
nonredeemable and that ranks junior to other series of preferred stock of
the Company that are currently issued or may be issued in the future. Each
share of Preferred Stock will be entitled to a minimum preferential
quarterly dividend of $1.00 per share but will be entitled to an aggregate
dividend equal to 1,000 times the dividend declared per share of Common
Stock. In the event of liquidation, each share of Preferred Stock will be
entitled to a minimum preferential liquidation payment of $.01 per

                                                        -3-





share but will be entitled to an aggregate payment of 1,000 times the
payment made per share of Common Stock. Each share of Preferred Stock will
have 1,000 votes, voting together with the Common Stock and other capital
stock of the Company. Finally, in the event of any merger, consolidation or
other transaction in which shares of Common Stock are exchanged, each share
of Preferred Stock will be entitled to receive 1,000 times the amount
received per share of Common Stock. These rights are protected by customary
antidilution provisions. Because of the nature of the Preferred Stock's
dividend, liquidation and voting rights, the value of the one
one-thousandth of a share of Preferred Stock purchasable upon the exercise
of each Right should approximate the value of one share of Common Stock.

         At any time after the date of the Rights Agreement until the time
that a person becomes an Acquiring Person, the Board of Directors may
redeem the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price"), which may (at the option of the Company) be paid
in cash, shares of Common Stock or other consideration deemed appropriate
by the Board of Directors. Upon the effectiveness of any action of the
Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive
the Redemption Price.

         Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.

         The Board of Directors of the Company is generally responsible for
administering, interpreting and making all decisions and taking all actions
with respect to the Rights Agreement, including, without limitation, the
decision to redeem or exchange the Rights or to amend the Rights Agreement.

         The provisions of the Rights Agreement may be amended by the
Company, except that any amendment adopted after the time that a person
becomes an Acquiring Person may not adversely affect the interests of
holders of Rights.

         As of June 30, 1998, there were 49,209,688 shares of Common Stock
outstanding and 4,826,116 shares of Common Stock reserved for issuance
under employee benefit plans or upon conversion of shares of $2.50
Cumulative Convertible Preferred Stock or $2.50 Cumulative Convertible
Preferred Stock, Series B. Each outstanding share of Common Stock on August
14, 1998 will receive one Right. In addition, each share of Common Stock
issued either (i) after the Record Date but prior to the earliest of the
Distribution Date, the redemption of the Rights and the Final Expiration
Date or (ii) upon the conversion of shares of $2.50 Cumulative Convertible
Preferred Stock and $2.50 Cumulative Convertible Preferred Stock, Series B,
after the Record Date but prior to the earlier of the redemption of the
Rights and the Final Expiration Date, will receive one Right, subject to
adjustment as provided in the Rights Agreement. 120,000 shares of Preferred
Stock will be reserved for issuance in the event of exercise of the Rights.

         The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on the Rights being redeemed or
a substantial number of Rights being acquired, and under certain
circumstances the Rights beneficially owned by such a person or group will
become void. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors because, if the
Rights would become exercisable as a result of such merger

                                                        -4-





or business combination, the Board of Directors may, at its option, at any
time prior to the time that any Person becomes an Acquiring Person, redeem
all (but not less than all) of the then outstanding Rights at the
Redemption Price.

         A copy of the Rights Agreement is being filed with the Securities
and Exchange Commission as an exhibit to two Registration Statements on
Form 8-A, which are being filed with respect to the national securities
exchanges on which the Common Stock is listed. This summary description of
the Rights does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement.

B.       Adoption of Advance Notice By-Law Provision

         On July 24, 1998, the Board of Directors of the Company amended
the Company's ByLaws to add a provision requiring that shareholders of the
Company give advance notice of any intent to propose new business or
nominate directors for election at an annual meeting. This advance notice
provision will afford shareholders a fair opportunity to present proposals
or nominations for consideration at an annual meeting, while assuring that
all shareholders have a reasonable opportunity to consider such proposals
or nominations in an orderly, informed and thoughtful manner.

         Under the advance notice provision, a shareholder's notice must be
addressed to the Secretary of the Company and received at the principal
executive offices of the Company not more than 120 days and not less than
90 days prior to the first anniversary date of the immediately preceding
annual meeting of shareholders. In the event that the annual meeting is
called for a date which is not within 60 days before or after such
anniversary date, notice by the shareholder, to be timely, must be received
no later than the close of business on the 15th day following the day on
which notice of the date of the annual meeting was mailed or public
disclosure of the date of the annual meeting was made, whichever occurs
first.

         Such shareholder's notice shall set forth: (a) as to each person
whom the shareholder proposes to nominate at the annual meeting for
election to the Board of Directors, (i) the name, age, business address and
residential address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
Company which are beneficially owned by such person, (iv) a description of
all arrangements or understandings between such shareholder and such
person, (v) all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, and any other rules of the
Securities and Exchange Commission, (vi) such other information as may be
reasonably required by the Company to determine the eligibility of such
person to serve as a director of the Company, and (vii) any such person's
written consent to serve as a director if so elected; (b) as to any other
business that such shareholder proposes to bring before the annual meeting,
(i) a description of the business desired to be brought before the meeting
in sufficient detail for such business to be summarized in the agenda for
the meeting, (ii) the reasons for conducting such business at the meeting,
and (iii) any material interest in such business of such shareholder and
the beneficial owner, if any, on whose behalf the proposal is made; and (c)
as to the shareholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination or proposal is made, (i) the name and
address of such shareholder, as it appears on the Company's books, and of
any such beneficial owner, and (ii)

                                                        -5-





the class and number of shares of the Company which are owned beneficially
and of record by such shareholder and any such beneficial owner.

         Notwithstanding compliance with the foregoing requirements, no
person proposed to be nominated to the Board of Directors by a shareholder
pursuant to this procedure shall become a nominee for election to the Board
of Directors and no other business shall be considered at the annual
meeting unless the shareholder who has provided the notice, or his proxy,
nominates such person or introduces such business at the meeting, as the
case may be.

         The presiding officer of the annual meeting shall, if the facts
warrant, refuse to acknowledge a nomination or the consideration of
business which was not made in compliance with the foregoing requirements.

         Pursuant to the foregoing requirements, written notice of any
intent to propose new business or nominate directors for election at the
1999 annual meeting of the shareholders of the Company will need to be
received by the Secretary of the Company not earlier than December 25, 1998
nor later than January 24, 1999 (being not more than 120 days, nor less
than 90 days, prior to the first anniversary of the 1998 annual meeting,
which was held on April 24, 1998).

         This summary description of the advance notice By-Law provision
does not purport to be complete and is qualified in its entirety by
reference to Section 11 of Article I of the By-Laws attached as Exhibit 3B,
which is hereby incorporated in this Current Report on Form 8-K by
reference.

                                                        -6-





Item 7.  Financial Statements and Exhibits.

(c)  Exhibits

Exhibit No.    Exhibit

    3A.        Restated Certificate of Incorporation
               of GATX Corporation, as amended through
               July 24, 1998.

    3B.        By-Laws of GATX Corporation, as amended
               and restated as of July 24, 1998.

    4A.        Rights Agreement, dated as of July 24, 1998, between GATX
               Corporation and ChaseMellon Shareholder Services, L.L.C., as
               Rights Agent, which includes as Exhibit A thereto the Form of
               Certificate of Amendment of Certificate of Incorporation 
               fixing the number, designation, relative rights, preferences 
               and limitations of the Preferred Stock, as Exhibit B thereto 
               the Form of Right Certificate and as Exhibit C thereto the 
               Summary of Shareholder Rights Plan.

    99A.       Form of Letter to Shareholders of GATX Corporation.

    99B.       Press Release by GATX Corporation, dated July 24, 1998.



                                                        -7-





                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                                     GATX CORPORATION




Date:     July 24, 1998              By:      /s/    David B. Anderson
      ------------------------                ------------------------
                                              Name: David B. Anderson
                                              Title: Vice President, Corporate 
                                                       Development, General 
                                                       Counsel and Secretary





                                                        -8-







                                                   EXHIBIT INDEX


Exhibit No.         Exhibit                                                       Page
- -----------         -------                                                       ----

                                                                               
       3A.          Restated Certificate of Incorporation of GATX                  10
                    Corporation, as amended through July 24, 1998.
       3B.          By-Laws of GATX Corporation, as amended and                    43
                    restated as of July 24, 1998.
       4A.          Rights Agreement, dated as of July 24, 1998,                   59
                    between GATX Corporation and ChaseMellon
                    Shareholder Services, L.L.C., as Rights Agent, which
                    includes as Exhibit A thereto the Form of Certificate
                    of Amendment of Certificate of Incorporation fixing
                    the number, designation, relative rights, preferences
                    and limitations of the Preferred Stock, as Exhibit B
                    thereto the Form of Right Certificate and as Exhibit C
                    thereto the Summary of Shareholder Rights Plan.
       99A.         Form of Letter to Shareholders of GATX Corporation.            115
       99B.         Press Release by GATX Corporation, dated July 24,              116
                    1998.



                                                        -9-

EX-3.A

EXHIBIT 3A                                                         07/24/98

         [The Restated Certificate of Incorporation of GATX Corporation, as
amended, is restated herein solely for purposes of filing with the
Securities and Exchange Commission pursuant to Rule 102(c) of Regulation
S-T. Reference is made to the provisions of the Restated Certificate of
Incorporation of GATX Corporation and amendments thereto, as filed with the
Secretary of State of New York, for the actual terms of the Certificate of
Incorporation of GATX Corporation.]

                   RESTATED CERTIFICATE OF INCORPORATION
                                     OF
                              GATX CORPORATION

             Under Section 807 of the Business Corporation Law


         FIRST:  The name of the corporation is GATX Corporation.

         SECOND:  The purposes for which it is formed are as follows:

                  A. To manufacture, build, construct, fabricate, compound,
         assemble, rebuild, reconstruct, repair, or otherwise produce or
         maintain, to design, invent, improve, or otherwise create and
         develop, to purchase, lease, or otherwise acquire, to own, occupy,
         maintain, possess, or otherwise hold, to use, invest in, trade in,
         deal in and deal with, to sell, lease, furnish, operate, mortgage,
         pledge, convey, assign, transfer, or otherwise distribute, realize
         upon or dispose of railroad cars and rolling stock of any kind,
         character or nature whatsoever, automobiles, motor coaches, motor
         busses, trucks, tractors, vans, trailers, and other vehicles of
         any kind, character or nature whatsoever, airplanes, airships,
         dirigibles, balloons, helicopters, gliders, tow planes, sail
         planes, and other aircraft of any kind, character or nature
         whatsoever, whether heavier or lighter than air, boats, ships,
         vessels and other water craft of any kind, character or nature
         whatsoever, and every other means, vehicles and devices of any
         kind, character or nature whatsoever of or for transportation and
         navigation upon, over, in or through land, water or air, and any
         and all parts thereof and materials therefor, including machinery,
         engines, machines, motors, equipment, appliances, instruments,
         devices, supplies, tools and accessories of every kind, character
         or nature whatsoever, relating to or used or useful in connection
         with transportation or navigation, or relating to or used or
         useful in connection with any means, vehicles and devices of
         transportation or navigation upon, over, in or through land, water
         or air, but not to operate a railroad.

                  B. To manufacture, build, construct, fabricate, forge,
         form, compound, assemble, rebuild, reconstruct, repair, or
         otherwise produce or maintain, to design,

   

                                                        -1-





         invent, improve, or otherwise create and develop, to purchase,
         lease, or otherwise acquire, to own, possess, or otherwise hold,
         to use, operate, invest in, trade in, deal in and with, to sell,
         lease, mortgage, pledge, convey, assign, transfer, or otherwise
         distribute, realize upon or dispose of machinery, engines,
         machines, motors, equipment, appliances, instruments, devices,
         supplies, tools, and machine and machinery accessories, of any
         kind, character or nature whatsoever.

                  C. To manufacture, construct, erect, design, assemble and
         install, to purchase, lease or otherwise acquire, to repair,
         alter, change, service, use and operate, to sell, handle,
         distribute, lease, market, or otherwise dispose of, to contract
         for and license the sale, purchase and use of, and generally to
         trade and deal in and with, warm or cold air conditioning, air
         changing, precooling, icing, freezing and refrigerating fixtures,
         machines, apparatus, machinery, appliances, devices and equipment
         of every kind and description, and refrigerators, heaters,
         ventilators, coolers and apparatus, fixtures, machines,
         appliances, machinery, devices and equipment of all kinds for
         cooling, precooling, refrigerating, ventilating, heating and
         regulating temperatures in railroad and other cars, vehicles of
         all kinds, warehouses, storage plants, buildings, structures, and
         enclosed spaces of every kind and character.

                  D. To manufacture, produce, cut, purchase or otherwise
         acquire, store, sell, handle, distribute, and generally deal in
         and with natural and/or artificial ice for any and all purposes;
         and to furnish refrigeration and cold storage services and
         facilities of all kinds.

                  E. To engage in, conduct and carry on the business of
         refrigerating, ventilating, heating, mechanical and/or electrical
         contractors.

                  F. To manufacture, build, construct, fabricate, compound,
         assemble, rebuild, reconstruct, repair, or otherwise produce or
         maintain, to design, invent, improve, or otherwise create and
         develop, to purchase, lease, or otherwise acquire, to own,
         possess, or otherwise hold, to use, operate, invest in, trade in,
         deal in and with, to sell, lease, mortgage, pledge, convey,
         assign, transfer, or otherwise distribute, realize upon or dispose
         of plastics of any kind, character or nature whatsoever, and all
         materials of any kind, character or nature whatsoever, commonly
         known as plastics, including bitumens and caseins, cellulose, and
         natural and synthetic resins, and all other similar materials,
         products and by-products, and all articles and products made from
         or composed, in whole or in part, of plastics or plastic
         materials.

                  G. To manufacture, fabricate, compound, or otherwise
         produce, to design, invent, improve, or otherwise create and
         develop, to purchase, lease, or otherwise acquire, to own,
         possess, or otherwise hold, to use, operate, invest in, trade in,
         deal in and deal with, to sell, lease, mortgage, pledge, convey,
         assign, transfer, or otherwise distribute, realize upon or dispose

   

                                                        -2-





         of all textiles and fabrics of any kind, character or nature
         whatsoever, and all materials of any kind, character or
         nature whatsoever, commonly known as textiles or fabrics and
         all other similar materials, products and by-products and
         all articles and products made from or composed, in whole or
         in part, of textiles, fabrics or textile or fabric
         materials.

                  H. To build, make, erect, construct, rebuild,
         reconstruct, assemble, purchase, lease or otherwise acquire, to
         own, occupy, establish, maintain, operate, improve or otherwise
         hold or use, to invest in, trade in, deal in, deal with, sell,
         lease, mortgage, pledge, convey, assign, transfer, or otherwise
         realize upon or dispose of warehouses, storage tanks, buildings,
         docks, wharves, water craft, freight terminals and freight
         terminal facilities, piers, terminal warehouses and storage tanks,
         terminal ways and terminal stations, and other adjunct facilities
         and equipment, incident or related to, or necessary, useful,
         suitable or advisable in connection with the storage or
         warehousing of personal property of any kind, character or nature.

                  I. To lease, furnish and operate airplanes, airships,
         dirigibles, gliders, tow planes, sail planes, and other aircraft
         of any kind, character or nature whatsoever, to carry and to
         transport persons, animals, mail, chattels, merchandise, freight
         and all other property of any kind, character or nature whatsoever
         by airplanes, airships, dirigibles, balloons, helicopters,
         gliders, tow planes, sail planes, and other aircraft of any kind,
         character or nature whatsoever, whether heavier or lighter than
         air, and to establish, maintain, conduct and operate air lines and
         other transport service for the transportation of passengers,
         mail, merchandise, freight and all other property of any kind,
         character or nature whatsoever by air, including transportation by
         other means on land or water between flying fields, stations and
         terminals, suitable or incident to, or necessary, or used or
         useful in the carrying on of a general airborne passenger and
         freight transportation business.

                  J. To operate, wholly outside the State of New York,
         automobiles, motor coaches, motor busses, trucks, tractors, vans,
         trailers, and other motor propelled or motor drawn land vehicles
         of any kind, character or nature whatsoever, to carry and
         transport, wholly outside the State of New York, persons, animals,
         mail, chattels, merchandise, freight and all other property of any
         kind, character or nature whatsoever by automobiles, motor
         coaches, motor busses, trucks, tractors, vans, trailers, and other
         vehicles of any kind, character or nature whatsoever, and to
         establish, maintain, conduct and operate, wholly outside the State
         of New York, automobile, motor coach, motor bus, truck, van and
         trailer lines and other transport service for the transportation
         of passengers, mail, merchandise, freight and all other property
         of any kind, character or nature by vehicles of any kind,
         character or nature whatsoever, including transportation by other
         means on land, water or air between stations, terminals, fields
         and garages, suitable or incident to, or necessary, or used or
         useful in the carrying on of a general automotive passenger and
         freight transportation business.

   

                                                        -3-





                  K. To build, make, erect, construct, rebuild,
         reconstruct, assemble, purchase, lease or otherwise acquire, to
         own, possess, occupy, establish, maintain, operate, improve or
         otherwise hold or use, to invest in, trade in, deal in, deal with,
         sell, lease, mortgage, pledge, convey, assign, transfer, or
         otherwise realize upon or dispose of buildings, plants, factories,
         foundries, service stations, structures, laboratories, machine
         shops, mills, warehouses, offices, houses, works, terminals,
         garages, depots, docks, wharves, airports, hangars, flying fields
         and other facilities and equipment and all other property and
         things of whatsoever kind, character or nature, real, personal or
         mixed, tangible or intangible, incident or related to, or
         necessary, useful, suitable or advisable in connection with any of
         the business, objects or purposes of this corporation, in the
         State of New York and in any of the states, territories, colonies,
         federal districts, mandates, or protectorates of the United States
         of America and in any and all foreign states or countries.

                  L. To manufacture, purchase, lease, or otherwise acquire,
         to own, occupy, maintain, possess or otherwise hold, to sell,
         lease, mortgage, pledge, convey, assign, transfer, or otherwise
         realize upon or dispose of, to invest in, trade in, use, operate
         and generally to deal in and with goods, wares and merchandise and
         real and personal property of any kind, character, nature, class
         and description and any interests or rights therein or in respect
         thereto.

                  M. To apply for, obtain, register, purchase, acquire,
         hold, use, manufacture under, own, operate, develop, exploit, and
         to sell, grant, assign, transfer, lease, convey, mortgage, pledge,
         or otherwise realize upon or dispose of, letters patent of the
         United States of America or of any foreign country, and any and
         all patent rights, patent applications, licenses, assignments,
         privileges, processes, inventions, devices, improvements,
         formulae, designs, copyrights, trademarks, trade names, trade
         rights, and any and all rights, territorial or otherwise,
         thereunder, and any and all interest in or in respect to any of
         them relating to, or useful in connection with, any of the objects
         or purposes of the corporation; and to use, exercise, experiment
         upon, compound, test and develop the value or usefulness of, grant
         licenses in respect of, or otherwise turn to account any patent,
         invention, process, contrivance, device, trademark, trade name,
         trade right, license, formula or design acquired or useful for the
         purposes, objects or business of the corporation.

                  N. Subject to the restrictions or limitations imposed by
         law, to purchase or otherwise acquire, hold, own, sell, assign,
         transfer, mortgage, pledge, exchange, or otherwise dispose of
         shares of the capital stock, bonds, obligations and other
         securities and evidences of indebtedness of other corporations,
         domestic or foreign, and the good will, rights, assets and
         property of any and every kind, or any part thereof, of any
         person, firm, association or corporation, domestic or foreign, and
         if desirable, to issue in exchange or payment therefor, stock,
         bonds, debentures, or other obligations of this corporation, and
         to undertake or assume the whole or any part of the obligations or
         liabilities of any person, firm, association or corporation,

   

                                                        -4-





         domestic or foreign, and while the owner of shares of the capital
         stock, bonds, obligations and other securities and evidences of
         indebtedness of other corporations, to exercise all the rights,
         powers and privileges of ownership, including the power to vote
         thereunder; and for any and all lawful purposes in the course of
         the transaction of the business and affairs of this corporation,
         to acquire real and personal property, rights and interests of
         every nature and description.

                  O. To make any guaranty respecting dividends, shares of
         stock, bonds, debentures, contracts, notes or other obligations or
         evidences of indebtedness to the extent that such power may be
         exercised by corporations under the Business Corporation Law.

                  P. To issue shares of capital stock, and notes, bonds,
         debentures, equipment trust certificates or other obligations or
         evidences of indebtedness of this corporation in payment for
         property purchased or otherwise acquired by the corporation or for
         any of the objects or purposes of the corporation and, if
         desirable, to secure the same by mortgage, pledge, deed of trust,
         or otherwise.

                  Q. Subject to the restrictions or limitations imposed by
         law, to issue, to purchase or otherwise acquire, to hold, sell,
         pledge, transfer or otherwise dispose of, and to reduce or retire
         shares of its own capital stock.

                  R. To have one or more offices, to carry on all or any of
         its operations and business and without restriction and limit as
         to amount, to purchase, or otherwise acquire, own, hold, mortgage,
         sell, convey or otherwise dispose of real and personal property of
         every class and description in any of the states, territories,
         federal districts, mandates, or protectorates of the United States
         of America and in any and all foreign states and countries subject
         to the laws of said states, territories, districts, mandates,
         protectorates or foreign states or countries.

                  S. The business or purpose of the corporation is from
         time to time to do any one or more of the acts or things herein
         set forth, and it may conduct such business and all of its
         branches, or any part thereof, within the State of New York,
         except as limited herein, and outside the State of New York and in
         any other states, territories, federal districts, mandates, and
         protectorates of the United States of America, and in any and all
         foreign states and countries.

                  T. To do all and everything necessary, suitable and
         proper for the accomplishment of any of the purposes, or the
         attainment of any of the objects, or the furtherance of any of the
         powers hereinbefore set forth, either alone or associated with
         other corporations, firms or individuals, and to do any other act
         or acts, thing or things, incidental or pertaining to or growing
         out of or connected with the aforesaid businesses, purposes,
         objects or powers, or any part or parts thereof, provided the same
         be not inconsistent with the laws of New York applicable thereto;

   

                                                        -5-





         to engage in any business of whatever kind, character or nature
         which corporations organized under and pursuant to the Business
         Corporation Law of the State of New York may lawfully engage in,
         and to have and exercise all of the powers conferred upon it by
         the laws of New York applicable to this corporation, and to do any
         and all of the things hereinabove set forth to the same extent as
         natural persons might or could do.

                  U. The foregoing clauses shall be construed both as
         objects and powers, and the matters expressed in each clause
         shall, except as otherwise expressly provided, be in no wise
         limited by reference to or inference from the terms of any other
         clause, or by reason of its relative position herein; nor shall
         the expression of one thing be deemed to exclude another, although
         it be of like nature, not expressed; and the matters expressed in
         each clause shall be regarded as independent objects and powers,
         and the enumeration of specific objects and powers shall not be
         construed to limit or restrict in any manner the meaning of
         general terms or the objects or powers, general or specific, of
         this corporation, but it shall be held to be in the furtherance of
         and in addition to the other objects and powers enumerated herein
         and to the other powers conferred by the Amended Certificate of
         Incorporation of this corporation, and by the laws of the State of
         New York upon corporations organized under the provisions of the
         Business Corporation Law; provided, however, that nothing herein
         contained shall be construed to authorize this corporation to
         engage in the business of a moneyed corporation or of any
         corporation which may only be formed under or pursuant to the
         Banking Law, the Insurance Law, the Railroad Law, or the
         Transportation Corporation Law of the State of New York.

         THIRD: The aggregate number of shares which the corporation shall
have authority to issue is 120,000,000 shares of Common Stock, of the par
value of 62-1/2(cent) each, and 5,000,000 shares of Preferred Stock, of the
par value of $1 each.

         The Preferred Stock shall be issued in one or more series. The
Board of Directors is hereby authorized to cause the shares of Preferred
Stock to be issued in one or more series and to fix before issuance the
number of shares to be included in any series and the designation, relative
rights, preferences and limitations of all shares of such series. No holder
of any share or shares of any series of the Preferred Stock of the
corporation shall have any right to purchase or subscribe to any shares of


   

                                                        -6-




     any class of stock of the corporation issued or sold, whether now or
     hereafter authorized, or to any obligations convertible into, or
     exchangeable for, shares of stock of the corporation of any class,
     issued or sold, or to any stock of the corporation purchased by the
     corporation or by its nominee or nominees. The authority of the Board
     of Directors with respect to each series shall include, without
     limitation thereof, the determination of all of the following, and the
     shares of each series may vary from the shares of any other series in
     any and all of the following respects: (1) The number of shares
     constituting such series, and the designation thereof to distinguish
     the shares of such series from the shares of all other series; (2) The
     annual dividend rate on the shares of such series, whether such
     dividends are payable in installments and whether such dividends shall
     be cumulative and, if cumulative, the date from which dividends shall
     accumulate; (3) The preference, if any, of the shares of such series
     in the event of any voluntary or involuntary liquidation or
     dissolution of the corporation; (4) The voting rights, if any, of the
     shares of such series, in addition to the voting rights prescribed by
     law, and the terms and conditions of exercise of any such voting
     rights; (5) The redemption price or prices, if any, of the shares of
     such series, and the terms and conditions of any such redemption; (6)
     The right, if any, of the shares of such series to be converted into
     shares of any other series or class, and the terms and conditions of
     any such conversion; and

   

                                                        -7-





                  (7)      Any other relative rights, preferences and 
limitations of the shares of such series.

         THIRD. A:  There is hereby established a series of the corporation's 
authorized shares of Preferred Stock of the par value of $1 each ("Preferred 
Stock"), and the authorized number of shares of that series, the designation,
relative rights, preferences and limitations thereof are as follows:

                  1. The series of Preferred Stock established hereby shall
         be "$2.50 Cumulative Convertible Preferred Stock" (hereinafter
         called the "$2.50 Preferred") and the authorized number of shares
         of $2.50 Preferred shall be 695,443 shares.

                  2. The holders of the $2.50 Preferred shall be entitled
         to receive, out of the surplus of the corporation legally
         available for dividends, when and as declared by the Board of
         Directors, dividends at the per annum rate of $2.50, and no more,
         payable quarterly on the first day of March, June, September and
         December (each such day being hereinafter called a dividend date
         and each quarterly period ending on the day preceding a dividend
         date being hereinafter called a dividend period), in each case
         from the date of cumulation, as hereinafter defined in Section 4
         (provided, however, that, if the date of cumulation shall be a
         date less than thirty (30) days prior to a dividend date, the
         dividend that would otherwise be payable on such dividend date
         will be payable on the next succeeding dividend date). Such
         dividends upon the $2.50 Preferred shall be cumulative (whether or
         not in any dividend period or periods there shall be surplus of
         the corporation legally available for the payment of such
         dividends). If at any time dividends upon the $2.50 Preferred from
         the date of cumulation to the end of the last preceding dividend
         period shall not have been paid (or deemed to have been paid
         pursuant to Section 4 hereof), or shall not have been declared and
         a sum sufficient for the payment thereof shall not have been set
         apart for such payment, the amount of the deficiency shall be
         fully paid, but without interest, or dividends in such amount
         declared and a sum sufficient for the payment thereof set apart
         for such payment, before any sum or sums shall be set aside for
         the purchase or redemption of the $2.50 Preferred or any other
         series of Preferred Stock established by the corporation and
         before any dividend shall be declared or paid upon or set apart
         for, any other distribution shall be ordered or made in respect
         of, or any payment shall be made on account of the purchase of,
         the Common Stock.

                  3. The $2.50 Preferred shall be preferred over the Common
         Stock as to assets in the event of any liquidation or dissolution
         or winding up of the corporation, and in that event the holders of
         the $2.50 Preferred shall be entitled to receive for

   

                                                        -8-





         every share of their holdings of $2.50 Preferred, out of the
         assets of the corporation available for distribution to its
         shareholders, before any distribution of the assets shall be made
         to the holders of the Common Stock, an amount equal to $60 per
         share of $2.50 Preferred, plus an amount equal to the difference,
         if any, between (i) $2.50 per share per annum (with a
         proportionate amount for any portion of a year) from the date of
         cumulation to the date fixed as the date of liquidation,
         dissolution or winding up and (ii) the sum of the dividends paid,
         duly set aside, or deemed to have been paid pursuant to Section 4
         hereof, for payment on a share of such $2.50 Preferred from the
         date of cumulation to the date of liquidation, dissolution or
         winding up. If upon any liquidation or dissolution or winding up
         of the corporation the amounts payable on or with respect to the
         $2.50 Preferred are not paid in full, the holders of shares of the
         $2.50 Preferred shall share ratably with the holders of all series
         of Preferred Stock then outstanding in any distribution of assets
         according to the respective amounts which would be payable in
         respect of the shares held by them upon such distribution if all
         amounts payable on or with respect to the $2.50 Preferred and all
         other series of Preferred Stock then outstanding were to be paid
         in full.

                  4. The term "date of cumulation" as used herein with
         reference to the $2.50 Preferred shall be deemed to mean the date
         on which a share of the $2.50 Preferred is first issued; however,
         in the event of the issue of additional shares of the $2.50
         Preferred, all dividends paid on the $2.50 Preferred prior to the
         issue of such additional shares, and all dividends declared and
         payable to holders of record of the $2.50 Preferred on any date
         prior to the issue of such additional shares, shall be deemed to
         have been paid on such additional shares.

                  5. The $2.50 Preferred, or any part thereof, outstanding
         after the fifth anniversary of the date of cumulation may be
         redeemed by the corporation, at its election expressed by
         resolution of the Board of Directors, upon not less than thirty
         (30) days nor more than sixty (60) days previous notice to the
         holders of record of the $2.50 Preferred to be redeemed, given by
         mail or by publication in such manner as may be prescribed by
         resolution of the Board of Directors, at the redemption price of
         $63 per share; provided, however, that the $2.50 Preferred may be
         redeemed only after full cumulative dividends on the $2.50
         Preferred and on any other series of Preferred Stock entitled to
         cumulative dividends then outstanding shall have been paid for all
         past dividend periods, and after or concurrently with making
         payment of, or declaring and setting apart for payment, full
         dividends on the $2.50 Preferred and on any other series of
         Preferred Stock entitled to cumulative dividends then outstanding
         (except the shares of the $2.50 Preferred and of any other series
         of Preferred Stock to be redeemed) to the end of the applicable
         current dividend periods. If less than all the outstanding $2.50
         Preferred is to be redeemed, the redemption may be made either by
         lot or pro rata or in such fair and equitable other manner as may
         be prescribed by resolution of the Board of Directors. From and
         after the date fixed in any such notice as the date of redemption
         of the $2.50

   

                                                        -9-





         Preferred (unless default shall be made by the corporation in
         providing moneys for the payment of the redemption price pursuant
         to such notice), or, if the corporation shall so elect, from and
         after a date (hereinafter called the date of deposit), prior to
         the date fixed as the date of redemption but not less than 30 days
         after the date of the notice of redemption, on which the
         corporation shall provide money for the payment of the redemption
         price by depositing the amount thereof for account of the holders
         of the $2.50 Preferred entitled thereto with a bank or trust
         company doing business in the Borough of Manhattan, in the City of
         New York, and having a capital and surplus of at least ten million
         dollars ($10,000,000) pursuant to notice of such election included
         in the notice of redemption specifying the date on which such
         deposit will be made, all dividends on the $2.50 Preferred called
         for redemption shall cease to accrue and all rights of the holders
         thereof as shareholders of the Corporation, except the right to
         receive the redemption price as herein provided, shall thereupon
         terminate. After the deposit of such amount with such bank or
         trust company, the respective holders of record of the $2.50
         Preferred to be redeemed shall be entitled to receive the
         redemption price at any time upon actual delivery to such bank or
         trust company of certificates for the number of shares to be
         redeemed, duly endorsed in blank or accompanied by proper
         instruments of assignment and transfer thereof duly endorsed in
         blank. Any moneys so deposited which shall remain unclaimed by the
         holders of such $2.50 Preferred at the end of six (6) years after
         the redemption date, together with any interest thereon which
         shall be allowed by the bank or trust company with which the
         deposit shall have been made, shall be paid by such bank or trust
         company to the corporation. Shares of $2.50 Preferred redeemed
         pursuant to the provisions of this Section shall have the status
         of authorized but unissued Preferred Stock.

                  Shares of the $2.50 Preferred shall not be entitled to
         the benefit of any sinking fund or purchase fund for redemption or
         purchase of such shares.

                  6.   (a) Shares of the $2.50 Preferred shall be convertible
                  at the option of the holders thereof at any time at the
                  office or agency maintained by the corporation in the
                  Borough of Manhattan, the City of New York, for that
                  purpose and at such other place or places, if any, as the
                  Board of Directors may determine, into fully paid and
                  nonassessable shares (calculated to the nearest 1/100 of
                  a share) of the Common Stock at the rate of 1.25 shares
                  of the Common Stock for each share of the $2.50
                  Preferred; provided, however, that in the case of a
                  redemption of any shares of the $2.50 Preferred, such
                  right of conversion shall cease and terminate, as to the
                  shares duly called for redemption, at the close of
                  business on the last business day prior to the earlier of
                  the date fixed for redemption or the date of deposit
                  specified in Section 5, unless default shall be made in
                  the payment of the redemption price or the making of such
                  deposit. Upon conversion, the corporation shall make no
                  payment or adjustment on account of dividends accrued or
                  in arrears on the $2.50 Preferred surrendered for
                  conversion.

   

                                                       -10-





                           (b) The number of shares of the Common Stock and
                  the number of shares of other classes of the corporation,
                  if any, into which each share of the $2.50 Preferred is
                  convertible shall be subject to adjustment from time to
                  time only as follows:

                                    (i) In case the corporation shall (1)
                           declare a dividend payable in shares of the
                           Common Stock, (2) subdivide the outstanding
                           shares of the Common Stock, (3) combine the
                           outstanding shares of the Common Stock into a
                           smaller number of shares or (4) issue by
                           reclassification of the Common Stock any shares
                           of the corporation, each holder of the $2.50
                           Preferred shall thereafter be entitled, upon the
                           conversion of each share thereof held by him, to
                           receive for each such share the number of shares
                           of the corporation which he would have owned or
                           have been entitled to receive had such share of
                           the $2.50 Preferred been converted immediately
                           prior to the occurrence of the applicable event
                           above described, such adjustment to become
                           effective immediately after the opening of
                           business on the day next following the record
                           date, if a record is taken in connection with
                           the applicable event, or, if no such record is
                           taken, on the day next following the date upon
                           which such dividend, subdivision, combination or
                           reclassification shall become effective.

                                    (ii) In case of any consolidation of
                           the corporation with, or merger of the
                           corporation into another corporation, or in case
                           of any sale or conveyance to another corporation
                           of all or substantially all the property of the
                           corporation, each holder of the $2.50 Preferred
                           then outstanding and thereafter remaining
                           outstanding shall have the right thereafter to
                           convert each share of $2.50 Preferred held by
                           him into the kind and amount of shares of stock,
                           other securities, cash and property receivable
                           upon such consolidation, merger, sale or
                           conveyance by a holder of the number of shares
                           of Common Stock into which such share of $2.50
                           Preferred might have been converted immediately
                           prior to such consolidation, merger, sale or
                           conveyance, and shall have no other conversion
                           rights; in any such event, the resulting or
                           surviving corporation shall expressly assume the
                           obligation to deliver, upon the exercise of the
                           conversion privilege, such shares, other
                           securities, cash or property as the holders of
                           the shares of the $2.50 Preferred remaining
                           outstanding shall be entitled to receive
                           pursuant to the provisions hereof. Furthermore,
                           effective provision shall be made in the
                           Certificate of Incorporation of the resulting or
                           surviving corporation or otherwise, so that the
                           provisions set forth herein for the protection
                           of the conversion rights of the shares of the
                           $2.50 Preferred shall thereafter be applicable,
                           as nearly as reasonably may be, to any such
                           shares of stock, other securities, cash

   

                                                       -11-





                           and property deliverable upon conversion of the 
                           shares of the $2.50 Preferred remaining outstanding.

                                    (iii) In case the corporation shall
                           issue rights to all holders of the Common Stock
                           entitling them to subscribe for or purchase
                           shares of the Common Stock at a price per share
                           less than the current market price per share (as
                           defined below) of the Common Stock at the record
                           date for the determination of shareholders
                           entitled to receive such rights, the number of
                           shares of the Common Stock into which each share
                           of the $2.50 Preferred shall thereafter be
                           convertible shall be determined by multiplying
                           the number of shares of the Common Stock into
                           which such share of the $2.50 Preferred was
                           theretofore convertible by a fraction, of which
                           the numerator shall be the number of shares of
                           the Common Stock outstanding on the date of
                           issuance of such rights plus the number of
                           additional shares of the Common Stock offered
                           for subscription or purchase, and of which the
                           denominator shall be the number of shares of the
                           Common Stock outstanding on the date of issuance
                           of such rights plus the number of shares of the
                           Common Stock which the aggregate offering price
                           of the total number of shares so offered would
                           purchase at such current market price. Such
                           adjustment shall be made whenever such rights
                           are issued and shall become effective
                           retroactively immediately after the record date
                           for the determination of shareholders entitled
                           to receive such rights.

                                    The current market price per share of
                           the Common Stock at any date shall be deemed to
                           be the average of the daily closing prices for
                           the thirty consecutive business days commencing
                           forty-five business days before the day in
                           question. The closing price for each day shall
                           be the last reported sales price, regular way,
                           or, in case no such reported sale takes place on
                           such day, the average of the reported closing
                           bid and asked prices, regular way, in either
                           case on the New York Stock Exchange. The term
                           "business day" as used herein means any day on
                           which said Exchange shall be open for trading.

                                    (iv) No fractional share of the Common
                           Stock shall be issued upon any conversion, but,
                           in lieu thereof, there shall be paid to each
                           holder of shares of the $2.50 Preferred
                           surrendered for conversion who, but for the
                           provisions of this subsection (iv) would be
                           entitled to receive a fraction of a share of
                           Common Stock on such conversion, as soon as
                           practicable after the date shares of the $2.50
                           Preferred are surrendered for conversion, an
                           amount in cash equal to the same fraction of the
                           market value of a full share of the Common

   

                                                       -12-





                           Stock, unless the Board of Directors shall
                           determine to adjust fractional shares by the
                           issue of fractional scrip certificates or in
                           some other manner. For such purpose, the market
                           value of a share of the Common Stock shall be
                           the last reported sales price, regular way, on
                           the business day immediately preceding the date
                           upon which $2.50 Preferred shares are
                           surrendered for conversion, or, in case no such
                           sale takes place on such business day, the
                           average of the reported closing bid and asked
                           prices, regular way, on such business day, in
                           either case on the New York Stock Exchange. The
                           term "business day" as used herein means any day
                           on which said Exchange shall be open for
                           trading. If more than one share of the $2.50
                           Preferred is surrendered for conversion at one
                           time by the same holder, the number of full
                           shares of Common Stock which shall be issuable
                           on conversion thereof shall be computed on the
                           basis of all such shares so surrendered.

                                    (v) No adjustment in the number of
                           shares of the Common Stock into which each share
                           of the $2.50 Preferred is convertible shall be
                           required unless such adjustment would require an
                           increase or decrease of at least 1/100th of a
                           share in the number of shares of the Common
                           Stock into which such share is then convertible;
                           provided, however, that any adjustments which by
                           reason of this subsection (v) are not required
                           to be made shall be carried forward and taken
                           into account in any subsequent adjustment.

                                    (vi) Whenever any adjustment is
                           required in the shares into which each share of
                           the $2.50 Preferred is convertible, the
                           corporation shall forthwith (A) keep available
                           at each of its offices and agencies at which the
                           $2.50 Preferred is convertible a statement
                           describing in reasonable detail the adjustment
                           and the method of calculation used and (B) cause
                           a copy of such statement to be mailed to the
                           holders of record of the shares of the $2.50
                           Preferred.

                           (c) The corporation shall at all times reserve
                  and keep available out of the authorized but unissued
                  shares of the Common Stock the full number of shares of
                  the Common Stock into which all shares of the $2.50
                  Preferred from time to time outstanding are convertible,
                  but shares of the Common Stock held in the treasury of
                  the corporation may in its discretion be delivered upon
                  any conversion of shares of the $2.50 Preferred.

                           (d) The corporation will pay any and all issue
                  and other taxes that may be payable in respect of any
                  issue or delivery of shares of the Common Stock on
                  conversion of shares of the $2.50 Preferred pursuant
                  hereto. The corporation shall not, however, be required
                  to pay any tax which may be

   

                                                       -13-





                  payable in respect of any transfer involved in the issue
                  and delivery of any shares of the Common Stock in the
                  name other than that in which the shares of the $2.50
                  Preferred so converted were registered and no such issue
                  or delivery shall be made unless and until the person
                  requesting such issue or delivery has paid to the
                  corporation the amount of any such tax or has
                  established, to the satisfaction of the Corporation, that
                  such tax has been paid.

                           (e) Shares of the $2.50 Preferred converted into
                  Common Stock shall have the status of authorized but
                  unissued shares of Preferred Stock, but such shares shall
                  not be reissued as shares of the $2.50 Preferred.

                  7. Except as may in this Article THIRD. A, or elsewhere
         in the Certificate of Incorporation, or by statute, be otherwise
         specifically provided, each holder of shares of the $2.50
         Preferred shall, in all matters, be entitled to one vote for each
         share of the $2.50 Preferred owned by him.

                  Except as may in this Article THIRD. A, or elsewhere in
         the Certificate of Incorporation, or by statute, be otherwise
         specifically provided, the holders of the $2.50 Preferred and of
         the Common Stock shall vote together as one class on any matter
         that may be brought before any such meeting.

                  If at the time of any annual meeting of shareholders of
         the corporation for the election of directors a default in
         preferred dividends (as the term "default in preferred dividends"
         is hereinafter defined) shall exist, the holders of the $2.50
         Preferred together with holders of any other series of Preferred
         Stock as to which there is a default in preferred dividends,
         voting separately as a class and without regard to series, shall
         have the right to elect two members of the Board of Directors, but
         shall not be entitled to vote in the election of any of the other
         directors of the corporation; and the holders of the Common Stock,
         voting separately as a class, shall be entitled to elect the other
         directors of the corporation but shall not be entitled to vote in
         the election of the two directors of the corporation to be elected
         as hereinabove provided. Whenever a default in preferred dividends
         shall commence to exist, the corporation, upon the written request
         of the holders of 5% or more of the outstanding shares of all
         series of Preferred Stock as to which a default in preferred
         dividends exists shall call a special meeting of the holders of
         such Preferred Stock which is the subject of a default in
         preferred dividends, such special meeting or meetings to be held
         within 120 days after the date on which such request is received
         by the corporation for the purpose of enabling such holders to
         elect members of the Board of Directors as hereinabove provided;
         provided, however, that such special meeting or meetings need not
         be called if an annual meeting of shareholders of the corporation
         for the election of directors shall be scheduled to be held within
         such 120 days. Prior to any such meeting or meetings, the number
         of directors of the corporation shall be increased to the extent
         necessary to provide as additional

   

                                                       -14-





         places on the Board of Directors the directorships to be filled by
         the directors to be elected thereat. Any director elected as
         aforesaid by the holders of shares of such Preferred Stock as to
         which there is a default in preferred dividends shall cease to
         serve as such director whenever the default in preferred dividends
         shall cease to exist. If, prior to the end of the term of any
         director elected in accordance with the provisions of this Section
         7, a vacancy in the office of such director shall occur by reason
         of death, resignation, removal or disability, or for any other
         cause, such vacancy shall be filled for the unexpired term in the
         manner provided in the bylaws; provided, however, that if such
         vacancy shall be filled by election by the shareholders at a
         meeting thereof, the right to fill such vacancy shall be vested in
         the holders of that class of stock or series which elected the
         director the vacancy in the office of whom is so to be filled,
         unless, in any such case, no default in preferred dividends shall
         exist at the time of such election. For the purposes of this
         Section 7 a "default in preferred dividends" shall be deemed to
         have occurred whenever the amount of dividends in arrears upon any
         series of the Preferred Stock shall be equivalent to six full
         quarter-yearly dividends or more, and, having so occurred, such
         default in preferred dividends shall be deemed to exist thereafter
         until, but only until, all dividends in arrears on all shares of
         the Preferred Stock then outstanding, of each and every series,
         shall have been paid. The term "dividends in arrears" whenever
         used in this Section 7 with reference to any series of the
         Preferred Stock shall be deemed to mean (whether or not in any
         dividend period in respect of which such term is used there shall
         have been surplus of the corporation legally available for the
         payment of dividends) that amount which shall be equal to
         cumulative dividends at the rate expressed in the certificates for
         the Preferred Stock of such series for all past quarterly dividend
         periods less the amount of all dividends paid, or deemed paid, for
         all such periods upon such Preferred Stock.

                  8. So long as any shares of the $2.50 Preferred shall be
         outstanding, the corporation shall not, without the affirmative
         vote of holders of two-thirds of the aggregate number of shares of
         the $2.50 Preferred at the time outstanding, alter or change the
         powers, preferences or rights given to the $2.50 Preferred herein
         so as to affect the $2.50 Preferred adversely.

                  So long as any shares of the $2.50 Preferred shall be
         outstanding, the corporation shall not, without the affirmative
         vote of the holders of two-thirds of the aggregate number of
         shares of Preferred Stock of all series at the time outstanding,
         considered as a class without regard to series:

                           (a)      Alter or change the powers, preferences 
                  or rights given to the Preferred Stock so as to affect 
                  the Preferred Stock adversely, or

                           (b) Authorize or create any class of stock
                  ranking, either as to payment of dividends or
                  distribution of assets, prior to the Preferred Stock.


   

                                                       -15-





                  So long as any shares of the $2.50 Preferred shall be
         outstanding, the corporation shall not, without the affirmative
         vote or written consent of the holders of a majority of the
         aggregate number of shares of Preferred Stock of all series at the
         time outstanding, considered as a class without regard to series,
         increase the amount of Preferred Stock or authorize or create any
         class of stock ranking, either as to payment of dividends or
         distribution of assets, on a parity with the Preferred Stock.

     THIRD. B: There is hereby established a series of the corporation's
authorized shares of Preferred Stock of the par value of $1 each
("Preferred Stock"), and the authorized number of shares of that series,
the designation, relative rights, preferences and limitations thereof are
as follows:

                  1. The series of Preferred Stock established hereby shall be
         "$2.50 Cumulative Convertible Preferred Stock, Series B" (hereinafter
         called the "Series B Preferred") and the authorized number of shares 
         of Series B Preferred shall be 149,182 shares.

                  2. The holders of the Series B Preferred shall be
         entitled to receive, out of the surplus of the corporation legally
         available for dividends, when and as declared by the Board of
         Directors, dividends at the per annum rate of $2.50, and no more,
         payable quarterly on the first day of March, June, September and
         December (each such day being hereinafter called a dividend date
         and each quarterly period ending on the day preceding a dividend
         date being hereinafter called a dividend period), in each case
         from the date of cumulation, as hereinafter defined in Section 4
         (provided, however, that, if the date of cumulation shall be a
         date less than thirty (30) days prior to a dividend date, the
         dividend that would otherwise be payable on such dividend date
         will be payable on the next succeeding dividend date). Such
         dividends upon the Series B Preferred shall be cumulative (whether
         or not in any dividend period or periods there shall be surplus of
         the corporation legally available for the payment of such
         dividends). If at any time dividends upon the Series B Preferred
         from the date of cumulation to the end of the last preceding
         dividend period shall not have been paid (or deemed to have been
         paid pursuant to Section 4 hereof), or shall not have been
         declared and a sum sufficient for the payment thereof shall not
         have been set apart for such payment, the amount of the deficiency
         shall be fully paid, but without interest, or dividends in such
         amount declared and a sum sufficient for the payment thereof set
         apart for such payment, before any sum or sums shall be set aside
         for the purchase or redemption of the Series B Preferred or any
         other series of Preferred Stock established by the corporation and
         before any dividend shall be declared or paid

   

                                                       -16-





         upon or set apart for, any other distribution shall be ordered or
         made in respect of, or any payment shall be made on account of the
         purchase of, the Common Stock.

                  3. The Series B Preferred shall be preferred over the
         Common Stock as to assets in the event of any liquidation or
         dissolution or winding up of the corporation, and in that event
         the holders of the Series B Preferred shall be entitled to receive
         for every share of their holdings of Series B Preferred, out of
         the assets of the corporation available for distribution to its
         shareholders, before any distribution of the assets shall be made
         to the holders of the Common Stock, an amount equal to $60 per
         share of Series B Preferred, plus an amount equal to the
         difference, if any, between (i) $2.50 per share per annum (with a
         proportionate amount for any portion of a year) from the date of
         cumulation to the date fixed as the date of liquidation,
         dissolution or winding up and (ii) the sum of the dividends paid,
         duly set aside, or deemed to have been paid pursuant to Section 4
         hereof, for payment on a share of such Series B Preferred from the
         date of cumulation to the date of liquidation, dissolution or
         winding up. If upon any liquidation or dissolution or winding up
         of the corporation the amounts payable on or with respect to the
         Series B Preferred are not paid in full, the holders of shares of
         the Series B Preferred shall share ratably with the holders of all
         series of Preferred Stock then outstanding in any distribution of
         assets according to the respective amounts which would be payable
         in respect of the shares held by them upon such distribution if
         all amounts payable on or with respect to the Series B Preferred
         and all other series of Preferred Stock then outstanding were to
         be paid in full.

                  4. The term "date of cumulation" as used herein with
         reference to the Series B Preferred shall be deemed to mean the
         date on which a share of the Series B Preferred is first issued;
         however, in the event of the issue of additional shares of the
         Series B Preferred, all dividends paid on the Series B Preferred
         prior to the issue of such additional shares, and all dividends
         declared and payable to holders of record of the Series B
         Preferred on any date prior to the issue of such additional
         shares, shall be deemed to have been paid on such additional
         shares.

                  5. The Series B Preferred, or any part thereof,
         outstanding after the fifth anniversary of the date of cumulation
         may be redeemed by the corporation, at its election expressed by
         resolution of the Board of Directors, upon not less than thirty
         (30) days nor more than sixty (60) days previous notice to the
         holders of record of the Series B Preferred to be redeemed, given
         by mail or by publication in such manner as may be prescribed by
         resolution of the Board of Directors, at the redemption price of
         $63 per share; provided, however, that the Series B Preferred may
         be redeemed only after full cumulative dividends on the Series B
         Preferred and on any other series of Preferred Stock entitled to
         cumulative dividends then outstanding shall have been paid for all
         past dividend periods, and after or concurrently with making
         payment of, or declaring and setting apart for payment, full
         dividends on the Series B Preferred and on any other series of
         Preferred Stock

   

                                                       -17-





         entitled to cumulative dividends then outstanding (except the
         shares of the Series B Preferred and of any other series of
         Preferred Stock to be redeemed) to the end of the applicable
         current dividend periods. If less than all the outstanding Series
         B Preferred is to be redeemed, the redemption may be made either
         by lot or pro rata or in such fair and equitable other manner as
         may be prescribed by resolution of the Board of Directors. From
         and after the date fixed in any such notice as the date of
         redemption of the Series B Preferred (unless default shall be made
         by the corporation in providing moneys for the payment of the
         redemption price pursuant to such notice), or, if the corporation
         shall so elect, from and after a date (hereinafter called the date
         of deposit), prior to the date fixed as the date of redemption but
         not less than 30 days after the date of the notice of redemption,
         on which the corporation shall provide money for the payment of
         the redemption price by depositing the amount thereof for account
         of the holders of the Series B Preferred entitled thereto with a
         bank or trust company doing business in the Borough of Manhattan,
         in the City of New York, and having a capital and surplus of at
         least ten million dollars ($10,000,000) pursuant to notice of such
         election included in the notice of redemption specifying the date
         on which such deposit will be made, all dividends on the Series B
         Preferred called for redemption shall cease to accrue and all
         rights of the holders thereof as shareholders of the corporation,
         except the right to receive the redemption price as herein
         provided, shall thereupon terminate. After the deposit of such
         amount with such bank or trust company, the respective holders of
         record of the Series B Preferred to be redeemed shall be entitled
         to receive the redemption price at any time upon actual delivery
         to such bank or trust company of certificates for the number of
         shares to be redeemed, duly endorsed in blank or accompanied by
         proper instruments of assignment and transfer thereof duly
         endorsed in blank. Any moneys so deposited which shall remain
         unclaimed by the holders of such Series B Preferred at the end of
         six (6) years after the redemption date, together with any
         interest thereon which shall be allowed by the bank or trust
         company with which the deposit shall have been made, shall be paid
         by such bank or trust company to the corporation. Shares of Series
         B Preferred redeemed pursuant to the provisions of this Section
         shall have the status of authorized but unissued Preferred Stock.

                  Shares of the Series B Preferred shall not be entitled to
         the benefit of any sinking fund or purchase fund for redemption or
         purchase of such shares.

                  6.     (a) Shares of the Series B Preferred shall be
                  convertible at the option of the holders thereof at any
                  time at the office or agency maintained by the
                  corporation in the Borough of Manhattan, the City of New
                  York, for that purpose and at such other place or places,
                  if any, as the Board of Directors may determine, into
                  fully paid and nonassessable shares (calculated to the
                  nearest 1/100 of a share) of the Common Stock at the rate
                  of 1.25 shares of the Common Stock for each share of the
                  Series B Preferred; provided, however, that in the case
                  of a redemption of any shares of the Series B

   

                                                       -18-





                  Preferred, such right of conversion shall cease and
                  terminate, as to the shares duly called for redemption,
                  at the close of business on the last business day prior
                  to the earlier of the date fixed for redemption or the
                  date of deposit specified in Section 5, unless default
                  shall be made in the payment of the redemption price or
                  the making of such deposit. Upon conversion, the
                  corporation shall make no payment or adjustment on
                  account of dividends accrued or in arrears on the Series
                  B Preferred surrendered for conversion.

                           (b) The number of shares of the Common Stock and
                  the number of shares of other classes of the corporation,
                  if any, into which each share of the Series B Preferred
                  is convertible shall be subject to adjustment from time
                  to time only as follows:

                                    (i) In case the corporation shall (1)
                           declare a dividend payable in shares of the
                           Common Stock, (2) subdivide the outstanding
                           shares of the Common Stock, (3) combine the
                           outstanding shares of the Common Stock into a
                           smaller number of shares or (4) issue by
                           reclassification of the Common Stock any shares
                           of the corporation, each holder of the Series B
                           Preferred shall thereafter be entitled, upon the
                           conversion of each share thereof held by him, to
                           receive for each such share the number of shares
                           of the corporation which he would have owned or
                           have been entitled to receive had such share of
                           the Series B Preferred been converted
                           immediately prior to the occurrence of the
                           applicable event above described, such
                           adjustment to become effective immediately after
                           the opening of business on the day next
                           following the record date, if a record is taken
                           in connection with the applicable event, or, if
                           no such record is taken, on the day next
                           following the date upon which such dividend,
                           subdivision, combination or reclassification
                           shall become effective.

                                    (ii) In case of any consolidation of
                           the corporation with, or merger of the
                           corporation into another corporation, or in case
                           of any sale or conveyance to another corporation
                           of all or substantially all the property of the
                           corporation, each holder of the Series B
                           Preferred then outstanding and thereafter
                           remaining outstanding shall have the right
                           thereafter to convert each share of Series B
                           Preferred held by him into the kind and amount
                           of shares of stock, other securities, cash and
                           property receivable upon such consolidation,
                           merger, sale or conveyance by a holder of the
                           number of shares of Common Stock into which such
                           share of Series B Preferred might have been
                           converted immediately prior to such
                           consolidation, merger, sale or conveyance, and
                           shall have no other conversion rights; in any
                           such event, the resulting or surviving
                           corporation shall expressly assume the
                           obligation to deliver, upon the exercise of the
                           conversion privilege,

   

                                                       -19-





                           such shares, other securities, cash or property
                           as the holders of the shares of the Series B
                           Preferred remaining outstanding shall be
                           entitled to receive pursuant to the provisions
                           hereof. Furthermore, effective provision shall
                           be made in the Certificate of Incorporation of
                           the resulting or surviving corporation or
                           otherwise, so that the provisions set forth
                           herein for the protection of the conversion
                           rights of the shares of the Series B Preferred
                           shall thereafter be applicable, as nearly as
                           reasonably may be, to any such shares of stock,
                           other securities, cash and property deliverable
                           upon conversion of the shares of the Series B
                           Preferred remaining outstanding.

                                    (iii) In case the corporation shall
                           issue rights to all holders of the Common Stock
                           entitling them to subscribe for or purchase
                           shares of the Common Stock at a price per share
                           less than the current market price per share (as
                           defined below) of the Common Stock at the record
                           date for the determination of shareholders
                           entitled to receive such rights, the number of
                           shares of the Common Stock into which each share
                           of the Series B Preferred shall thereafter be
                           convertible shall be determined by multiplying
                           the number of shares of the Common Stock into
                           which such share of the Series B Preferred was
                           theretofore convertible by a fraction, of which
                           the numerator shall be the number of shares of
                           the Common Stock outstanding on the date of
                           issuance of such rights plus the number of
                           additional shares of the Common Stock offered
                           for subscription or purchase, and of which the
                           denominator shall be the number of shares of the
                           Common Stock outstanding on the date of issuance
                           of such rights plus the number of shares of the
                           Common Stock which the aggregate offering price
                           of the total number of shares so offered would
                           purchase at such current market price. Such
                           adjustment shall be made whenever such rights
                           are issued and shall become effective
                           retroactively immediately after the record date
                           for the determination of shareholders entitled
                           to receive such rights.

                                    The current market price per share of
                           the Common Stock at any date shall be deemed to
                           be the average of the daily closing prices for
                           the thirty consecutive business days commencing
                           forty-five business days before the day in
                           question. The closing price for each day shall
                           be the last reported sales price, regular way,
                           or, in case no such reported sale takes place on
                           such day, the average of the reported closing
                           bid and asked prices, regular way, on such
                           business day, in either case on the New York
                           Stock Exchange. The term "business day" as used
                           herein means any day on which said Exchange
                           shall be open for trading.


   

                                                       -20-





                                    (iv) No fractional share of the Common
                           Stock shall be issued upon any conversion, but,
                           in lieu thereof, there shall be paid to each
                           holder of shares of the Series B Preferred
                           surrendered for conversion who, but for the
                           provisions of this subsection (iv) would be
                           entitled to receive a fraction of a share of
                           Common Stock on such conversion, as soon as
                           practicable after the date shares of the Series
                           B Preferred are surrendered for conversion, an
                           amount in cash equal to the same fraction of the
                           market value of a full share of the Common
                           Stock, unless the Board of Directors shall
                           determine to adjust fractional shares by the
                           issue of fractional scrip certificates or in
                           some other manner. For such purpose, the market
                           value of a share of the Common Stock shall be
                           the last reported sales price, regular way, on
                           the business day immediately preceding the date
                           upon which Series B Preferred shares are
                           surrendered for conversion, or, in case no such
                           sale takes place on such business day, the
                           average of the reported closing bid and asked
                           prices, regular way, in either case on the New
                           York Stock Exchange. The term "business day" as
                           used herein means any day on which said Exchange
                           shall be open for trading. If more than one
                           share of the Series B Preferred is surrendered
                           for conversion at one time by the same holder,
                           the number of full shares of Common Stock which
                           shall be issuable on conversion thereof shall be
                           computed on the basis of all such shares so
                           surrendered.

                                    (v) No adjustment in the number of
                           shares of the Common Stock into which each share
                           of the Series B Preferred is convertible shall
                           be required unless such adjustment would require
                           an increase or decrease of at least 1/100th of a
                           share in the number of shares of the Common
                           Stock into which such share is then convertible;
                           provided, however, that any adjustments which by
                           reason of this subsection (v) are not required
                           to be made shall be carried forward and taken
                           into account in any subsequent adjustment.

                                    (vi) Whenever any adjustment is
                           required in the shares into which each share of
                           the Series B Preferred is convertible, the
                           corporation shall forthwith (A) keep available
                           at each of its offices and agencies at which the
                           Series B Preferred is convertible a statement
                           describing in reasonable detail the adjustment
                           and the method of calculation used and (B) cause
                           a copy of such statement to be mailed to the
                           holders of record of the shares of the Series B
                           Preferred.

                           (c) The corporation shall at all times reserve
                  and keep available out of the authorized but unissued
                  shares of the Common Stock the full number of shares of
                  the Common Stock into which all shares of the Series B

   

                                                       -21-





                  Preferred from time to time outstanding are convertible,
                  but shares of the Common Stock held in the treasury of
                  the corporation may in its discretion be delivered upon
                  any conversion of shares of the Series B Preferred.

                           (d) The corporation will pay any and all issue
                  and other taxes that may be payable in respect of any
                  issue or delivery of shares of the Common Stock on
                  conversion of shares of the Series B Preferred pursuant
                  hereto. The corporation shall not, however, be required
                  to pay any tax which may be payable in respect of any
                  transfer involved in the issue and delivery of any shares
                  of the Common Stock in the name other than that in which
                  the shares of the Series B Preferred so converted were
                  registered and no such issue or delivery shall be made
                  unless and until the person requesting such issue or
                  delivery has paid to the corporation the amount of any
                  such tax or has established, to the satisfaction of the
                  Corporation, that such tax has been paid.

                           (e) Shares of the Series B Preferred converted
                  into Common Stock shall have the status of authorized but
                  unissued shares of Preferred Stock, but such shares shall
                  not be reissued as shares of the Series B Preferred.

                  7. Except as may in this Article THIRD. B, or elsewhere
         in the Certificate of Incorporation, or by statute, be otherwise
         specifically provided, each holder of shares of the Series B
         Preferred shall, in all matters, be entitled to one vote for each
         share of the Series B Preferred owned by him.

                  Except as may in this Article THIRD. B, or elsewhere in
         the Certificate of Incorporation, or by statute, be otherwise
         specifically provided, the holders of the Series B Preferred and
         of the Common Stock shall vote together as one class on any matter
         that may be brought before any such meeting.

                  If at the time of any annual meeting of shareholders of
         the corporation for the election of directors a default in
         preferred dividends (as the term "default in preferred dividends"
         is hereinafter defined) shall exist, the holders of the Series B
         Preferred together with holders of any other series of Preferred
         Stock as to which there is a default in preferred dividends,
         voting separately as a class and without regard to series, shall
         have the right to elect two members of the Board of Directors, but
         shall not be entitled to vote in the election of any of the other
         directors of the corporation; and the holders of the Common Stock,
         voting separately as a class, shall be entitled to elect the other
         directors of the corporation but shall not be entitled to vote in
         the election of the two directors of the corporation to be elected
         as hereinabove provided. Whenever a default in preferred dividends
         shall commence to exist, the corporation, upon the written request
         of the holders of 5% or more of the outstanding shares of all
         series of Preferred Stock as to which a default in preferred
         dividends exists shall call a special meeting of the holders of
         such Preferred Stock

   

                                                       -22-





         which is the subject of a default in preferred dividends, such
         special meeting or meetings to be held within 120 days after the
         date on which such request is received by the corporation for the
         purpose of enabling such holders to elect members of the Board of
         Directors as hereinabove provided; provided, however, that such
         special meeting or meetings need not be called if an annual
         meeting of shareholders of the corporation for the election of
         directors shall be scheduled to be held within such 120 days.
         Prior to any such meeting or meetings, the number of directors of
         the corporation shall be increased to the extent necessary to
         provide as additional places on the Board of Directors the
         directorships to be filled by the directors to be elected thereat.
         Any director elected as aforesaid by the holders of shares of such
         Preferred Stock as to which there is a default in preferred
         dividends shall cease to serve as such director whenever the
         default in preferred dividends shall cease to exist. If, prior to
         the end of the term of any director elected in accordance with the
         provisions of this Section 7, a vacancy in the office of such
         director shall occur by reason of death, resignation, removal or
         disability, or for any other cause, such vacancy shall be filled
         for the unexpired term in the manner provided in the by-laws;
         provided, however, that if such vacancy shall be filled by
         election by the shareholders at a meeting thereof, the right to
         fill such vacancy shall be vested in the holders of that class of
         stock or series which elected the director the vacancy in the
         office of whom is so to be filled, unless, in any such case, no
         default in preferred dividends shall exist at the time of such
         election. For the purposes of this Section 7 a "default in
         preferred dividends" shall be deemed to have occurred whenever the
         amount of dividends in arrears upon any series of the Preferred
         Stock shall be equivalent to six full quarter-yearly dividends or
         more, and, having so occurred, such default in preferred dividends
         shall be deemed to exist thereafter until, but only until, all
         dividends in arrears on all shares of the Preferred Stock then
         outstanding, of each and every series, shall have been paid. The
         term "dividends in arrears" whenever used in this Section 7 with
         reference to any series of the Preferred Stock shall be deemed to
         mean (whether or not in any dividend period in respect of which
         such term is used there shall have been surplus of the corporation
         legally available for the payment of dividends) that amount which
         shall be equal to cumulative dividends at the rate expressed in
         the certificates for the Preferred Stock of such series for all
         past quarterly dividend periods less the amount of all dividends
         paid, or deemed paid, for all such periods upon such Preferred
         Stock.

                  8. So long as any shares of the Series B Preferred shall
         be outstanding, the corporation shall not, without the affirmative
         vote of holders of two-thirds of the aggregate number of shares of
         the Series B Preferred at the time outstanding, alter or change
         the powers, preferences or rights given to the Series B Preferred
         herein so as to affect the Series B Preferred adversely.

                  So long as any shares of the Series B Preferred shall be
         outstanding, the corporation shall not, without the affirmative
         vote of the holders of two-thirds of the

   

                                                       -23-





         aggregate number of shares of Preferred Stock of all series at the
         time outstanding, considered as a class without regard to series:

                           (a)      Alter or change the powers, preferences 
                  or rights given to the Preferred Stock so as to affect the 
                  Preferred Stock adversely, or

                           (b) Authorize or create any class of stock
                  ranking, either as to payment of dividends or
                  distribution of assets, prior to the Preferred Stock.

                  So long as any shares of the Series B Preferred shall be
         outstanding, the corporation shall not, without the affirmative
         vote or written consent of the holders of a majority of the
         aggregate number of shares of Preferred Stock of all series at the
         time outstanding, considered as a class without regard to series,
         increase the amount of Preferred Stock or authorize or create any
         class of stock ranking, either as to payment of dividends or
         distribution of assets, on a parity with the Preferred Stock.

         THIRD. C:  [Intentionally Omitted].

         THIRD. D:  [Intentionally Omitted].

         THIRD. E:  [Intentionally Omitted].

         THIRD. F: A series of preferred stock, $1.00 par value per share, 
of the Corporation (such preferred stock being herein referred to as
"Preferred Stock," which term shall include any additional shares of
preferred stock of the same class heretofore or hereafter authorized to be
issued by the Corporation), consisting of 120,000 shares is hereby created,
and the number, designation, relative rights, preferences and limitations
thereof, are as follows:

         Section 1. Designation and Number. There shall be a series of
Preferred Stock of the Corporation which shall be designated as "Series 2
Junior Participating Preferred Stock," $1.00 par value per share
(hereinafter called "Series 2 Junior Preferred Stock"), and the number of
shares constituting such series shall be 120,000. Such number of shares may
be increased or decreased by resolution of the Board of Directors of the
Corporation and by the filing of a Certificate of Amendment of Certificate
of Incorporation pursuant to the provisions of the New York Business
Corporation Law stating that such increase or reduction has been so
authorized; provided, however, that no decrease shall reduce the number of
shares of Series 2 Junior Preferred Stock to a number less than that

   

                                                       -24-





of the shares then outstanding plus the number of shares of Series 2 Junior
Preferred Stock issuable upon exercise of outstanding rights, options or
warrants or upon conversion of outstanding securities issued by the
Corporation.

         Section 2.        Dividends and Distributions.

         (A) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the
shares of Series 2 Junior Preferred Stock with respect to dividends, the
holders of shares of Series 2 Junior Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors of the
Corporation out of funds legally available for such purpose, quarterly
dividends payable in cash to holders of record on the last business day of
March, June, September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series 2 Junior Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$1.00 and (b) subject to the provision for adjustment hereinafter set
forth, 1,000 times the aggregate per share amount of all cash dividends,
and 1,000 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock (hereinafter defined) or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise),
declared on the common stock, par value $0.625 per share, of the
Corporation (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share
of Series 2 Junior Preferred Stock. If the Corporation shall at any time
following July 24, 1998 (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock or
(iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the amount to which holders of shares of Series 2
Junior Preferred Stock were entitled immediately prior to such event under
clause (b) of the preceding sentence shall be adjusted by multiplying each
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

         (B) The Corporation shall declare a dividend or distribution on
the Series 2 Junior Preferred Stock as provided in paragraph (A) above at
the time it declares a dividend or distribution on the Common Stock (other
than a dividend payable in shares of Common Stock).

         (C) No dividend or distribution (other than a dividend payable in
shares of Common Stock) shall be paid or payable to the holders of shares
of Common Stock unless, prior thereto, all accrued but unpaid dividends to
the date of such dividend or distribution shall have been paid to the
holders of shares of Series 2 Junior Preferred Stock.

   

                                                       -25-






         (D) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series 2 Junior Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of
Series 2 Junior Preferred Stock, unless the date of issue of such shares is
prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of
issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of
holders of shares of Series 2 Junior Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series 2
Junior Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated
pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors of the Corporation may fix a record
date for the determination of holders of shares of Series 2 Junior
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 30 days prior to
the date fixed for the payment thereof.

         Section 3. Voting Rights.  The holders of shares of Series 2 Junior 
Preferred Stock shall have the following voting rights:

         (A) Subject to the provision for adjustment hereinafter set forth,
each one one-thousandth of a share of Series 2 Junior Preferred Stock shall
entitle the holder thereof to one vote on all matters submitted to a vote
of the shareholders of the Corporation. If the Corporation shall at any
time following July 24, 1998 (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding shares of
Common Stock or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the number of votes per share to
which holders of shares of Series 2 Junior Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such
number by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

         (B) Except as otherwise provided herein or in the Restated
Certificate of Incorporation, as amended from time to time, or by law, the
holders of shares of Series 2 Junior Preferred Stock and the holders of
shares of Common Stock and any other capital stock of the Corporation
having general voting rights shall vote together as one class on all
matters submitted to a vote of shareholders of the Corporation.

         (C) (i) Whenever, at any time or times, dividends payable on any
share or shares of Series 2 Junior Preferred Stock shall be in arrears in
an amount equal to at least six full quarterly dividends (whether or not
declared and whether or not consecutive), the

   

                                                       -26-





holders of record of the outstanding Preferred Stock shall have the
exclusive right, voting separately as a single class, to elect a total of
two directors of the Corporation. Such two directors shall be elected
initially at a special meeting of shareholders of the Corporation or at the
Corporation's next annual meeting of shareholders, and subsequently at each
annual meeting of shareholders, as provided below. The term of office of
the two directors so elected shall end on the date of the annual meeting
following such election. At elections for such directors, the holders of
shares of Series 2 Junior Preferred Stock shall be entitled to cast one
vote for each one one-thousandth of a share of Series 2 Junior Preferred
Stock held.

                  (ii) Upon the vesting of such right of the holders of the
Preferred Stock, the maximum authorized number of members of the Board of
Directors of the Corporation shall automatically be increased by two and
the two vacancies so created shall be filled by vote of the holders of the
outstanding Preferred Stock as hereinafter set forth. A special meeting of
the shareholders of the Corporation then entitled to vote shall be called
by the Chairman or the President or the Secretary of the Corporation, if
requested in writing by the holders of record of not less than 10% of the
Preferred Stock then outstanding. At such special meeting, or, if no such
special meeting shall have been called, then at the next annual meeting of
shareholders of the Corporation, the holders of the shares of the Preferred
Stock shall elect, voting as above provided, two directors of the
Corporation to fill the aforesaid vacancies created by the automatic
increase in the number of members of the Board of Directors of the
Corporation. The term of office of the two directors so elected shall end
on the date of the annual meeting following such election. At any and all
such meetings for such election, the holders of a majority of the
outstanding shares of the Preferred Stock shall be necessary to constitute
a quorum for such election, whether present in person or by proxy, and such
two directors shall be elected by the vote of at least a plurality of
shares held by such shareholders present or represented at the meeting. Any
director elected by holders of shares of the Preferred Stock pursuant to
this Section may be removed at any annual or special meeting, by vote of a
majority of the shareholders voting as a class who elected such director,
with or without cause. In case any vacancy shall occur among the directors
elected by the holders of the Preferred Stock pursuant to this Section,
such vacancy may be filled by the remaining director so elected, or his
successor then in office, and the director so elected to fill such vacancy
shall serve until the next meeting of shareholders for the election of
directors. After the holders of the Preferred Stock shall have exercised
their right to elect directors in any default period and during the
continuance of such period, the number of directors shall not be further
increased or decreased except by vote of the holders of Preferred Stock as
herein provided or pursuant to the rights of any equity securities ranking
senior to or pari passu with the Preferred Stock.

                  (iii) The right of the holders of the Preferred Stock,
voting separately as a class, to elect two members of the Board of
Directors of the Corporation as aforesaid shall continue until, and only
until, such time as all arrears in dividends (whether or not declared) on
the Preferred Stock shall have been paid or declared and set apart for

   

                                                       -27-





payment, at which time such right shall terminate, except as herein or by
law expressly provided, subject to revesting in the event of each and every
subsequent default of the character above-mentioned. Upon any termination
of the right of the holders of the shares of the Preferred Stock as a class
to vote for directors as herein provided, the term of office of all
directors then in office elected by the holders of Preferred Stock pursuant
to this Section shall terminate immediately. Whenever the term of office of
the directors elected by the holders of the Preferred Stock pursuant to
this Section shall terminate and the special voting powers vested in the
holders of the Preferred Stock pursuant to this Section shall have expired,
the maximum number of members of the Board of Directors of the Corporation
shall be such number as may be provided for in the By-laws of the
Corporation irrespective of any increase made pursuant to the provisions of
this Section.

         (D) Except as set forth herein or in the Restated Certificate of
Incorporation, as amended from time to time, holders of Series 2 Junior
Preferred Stock shall have no special voting rights and their consent shall
not be required (except to the extent they are entitled to vote with
holders of Common Stock and other capital stock of the Corporation as set
forth herein) for taking any corporate action.

         Section 4.        Certain Restrictions.

         (A) Whenever quarterly dividends or other dividends or
distributions payable on the Series 2 Junior Preferred Stock as provided in
Section 2 hereof are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of
Series 2 Junior Preferred Stock outstanding shall have been paid in full,
the Corporation shall not:

                  (i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series 2 Junior
Preferred Stock;

                  (ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series 2
Junior Preferred Stock, except dividends paid ratably on the Series 2
Junior Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;

                  (iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series 2
Junior Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation ranking junior (either
as to dividends or upon dissolution, liquidation or winding up) to the
Series 2 Junior Preferred Stock; or

   

                                                       -28-





                  (iv) purchase or otherwise acquire for consideration any
shares of Series 2 Junior Preferred Stock, except in accordance with a
purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as the
Board of Directors, after consideration of the respective annual dividend
rates and other relative rights and preferences of the respective Series
and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.

         (B) The Corporation shall not permit any direct or indirect
subsidiary of the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section, purchase or otherwise acquire
such shares at such time and in such manner.

         Section 5. Reacquired Shares. Any shares of Series 2 Junior
Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and canceled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein and in the Restated Certificate
of Incorporation of the Corporation, as amended from time to time.

         Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
voluntary liquidation, dissolution or winding up of the Corporation, no
distribution shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to
the Series 2 Junior Preferred Stock unless, prior thereto, the holders of
shares of Series 2 Junior Preferred Stock shall have received $.01 per
share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment
(the "Series 2 Liquidation Preference"). Following the payment of the full
amount of the Series 2 Liquidation Preference, no additional distributions
shall be made to the holders of shares of Series 2 Junior Preferred Stock
unless, prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series 2 Liquidation Preference by
(ii) 1,000 (as appropriately adjusted as set forth in subparagraph C below
to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in clause
(ii), the "Adjustment Number"). Following the payment of the full amount of
the Series 2 Liquidation Preference and the Common Adjustment in respect of
all outstanding shares of Series 2 Junior Preferred Stock and Common Stock,
respectively, holders of Series 2 Junior Preferred Stock and holders of
shares of Common Stock shall receive their ratable and proportionate share
of the remaining assets to be distributed in the ratio, on a per share
basis, of the Adjustment Number to one with respect to such Preferred Stock
and Common Stock, on a per share basis, respectively.


   

                                                       -29-





         (B) If, however, there are not sufficient assets available to
permit payment in full of the Series 2 Liquidation Preference and the
liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series 2 Junior Preferred Stock, then such
remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences.

         (C) If the Corporation shall at any time following July 24, 1998
(i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding shares of Common Stock or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the Adjustment Number in effect immediately prior to such event shall
be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such
event.

         Section 7. Consolidation, Merger, etc. If the Corporation shall
enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case
the shares of Series 2 Junior Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the
provision for adjustment hereinafter set forth) equal to 1,000 times the
aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share
of Common Stock is changed or exchanged. If the Corporation shall at any
time (i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series 2 Junior Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

         Section 8. Redemption. The shares of Series 2 Junior Preferred
Stock shall not be redeemable by the Corporation. The preceding sentence
shall not limit the ability of the Corporation to purchase or otherwise
deal in such shares of stock to the extent permitted by law.

         Section 9. Ranking. The Series 2 Junior Preferred Stock shall rank
junior to all other series of the Corporation's preferred stock (whether
with or without par value) as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide
otherwise.

         Section 10. Amendment.  The Restated Certificate of Incorporation of 
the Corporation shall not be amended in any manner which would materially 
alter or change

   

                                                       -30-





the powers, preferences or special rights of the Series 2 Junior Preferred
Stock so as to affect them adversely without the affirmative vote of the
holders of two-thirds or more of the outstanding shares of Series 2 Junior
Preferred Stock, voting separately as a class.

         Section 11. Fractional Shares. Series 2 Junior Preferred Stock may
be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of
all other rights of holders of Series 2 Junior Preferred Stock.

         FOURTH:

                  A. Each holder of the Common Stock of the corporation
         shall, in all matters, be entitled to one vote for each share of
         Common Stock owned by him.

                  B. No holder of any share or shares of the Common Stock
         of the corporation shall have any right to purchase or subscribe
         to any shares of any class of stock of the corporation issued or
         sold, whether now or hereafter authorized, or to any obligations
         convertible into, or exchangeable for, shares of stock of the
         corporation of any class, issued or sold, or to any stock of the
         corporation purchased by the corporation or by its nominee or
         nominees.

                  C. Common Stock may be issued at any time or from time to
         time in any amount, not exceeding in the aggregate, including all
         shares of stock heretofore issued, the total number of shares of
         Common Stock hereinabove authorized, and for such lawful
         consideration, but not less than the par value thereof, as shall
         be fixed from time to time by the Board of Directors.

         FIFTH: The principal office of said corporation is to be located
in the Borough of Manhattan, City, County and State of New York. The
Secretary of State of the State of New York is designated as the agent of
the corporation upon whom process in any action or proceeding against it
may be served within the State of New York. The post office address within
the State of New York to which the Secretary of State of New York shall
mail a copy of any process against the corporation served upon him is c/o
THE PRENTICE- HALL CORPORATION SYSTEM, INC., 80 State Street, Albany, New
York 12207. The name and address of the registered agent of the corporation
are THE PRENTICE-HALL CORPORATION SYSTEM, INC., 80 State Street, Albany,


   

                                                       -31-



New York 12207. Said registered agent is to be the agent upon which
process against the corporation may be served.

       SIXTH: The duration of the corporation is to be perpetual.

       SEVENTH: The number of directors of this corporation shall be not less
than three (3) nor more than twenty-one (21).

       EIGHTH: The directors may from time to time set apart from the
earnings of the corporation an amount to be determined by them as necessary
working capital and as a reservation or surplus fund before declaring
dividends, from time to time, on the Common Stock. The by-laws of the
corporation may provide for the appointment of an Executive Committee of
the Board of Directors, which Committee to the extent provided in the
by-laws of the corporation and so far as may be permitted by law, shall
have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the corporation during the
intervals between meetings of the Board of Directors.

     NINTH: To the fullest extent permitted by the New York Business
Corporation Law, as presently in effect or hereinafter amended, directors
of the Corporation shall have no personal liability to the Corporation or
to its stockholders for damages for any breach of duty in the directors'
capacity as such, provided that the foregoing shall not eliminate or limit:
(a) the liability of any director if a judgment or final adjudication
adverse to him establishes that his acts or omissions were in bad faith or
involved intentional misconduct or knowing violation of the law or that he
personally gained a financial profit or other advantage to which he was not
legally entitled or that his acts violated Section 719 of the

   

                                                       -32-





Business Corporation Law or any successor thereto, or (b) the liability of
any director for any act or omission prior to the adoption of a provision
authorized by this paragraph. Any repeal or modification of this Article by
the stockholders of the Corporation shall not adversely affect any right of
protection of a director of the Corporation existing hereunder with respect
to any act or omission occurring prior to such repeal or modification.

                       *     *     *     *     *

   
                               -33-

EX-3.B

EXHIBIT 3B                                                           7/24/98
                                 BY-LAWS OF
                              GATX CORPORATION

                                 ARTICLE I
                          MEETING OF SHAREHOLDERS

         Section 1. Place of Meeting. Every meeting of the shareholders of
GATX Corporation (hereinafter called the Corporation) shall be held at the
principal office of the Corporation in the State of New York, or at such
other place in or out of said State as shall be specified in the notice of
such meeting or waiver of such notice.

         Section 2. Annual Meetings. The annual meeting of the shareholders
shall be held at the hour specified in the notice of such meeting, or
waiver of such notice, on the fourth Friday of April in each year (or if
that day shall be a legal holiday, then on the next succeeding business
day) or on such other date as the Board may determine for the election of
directors and for the transaction of such other business as may properly
come before the meeting.

         Section 3. Special Meetings. Special meetings of the shareholders
may, unless otherwise provided by law, be called by the Chairman of the
Board or the President of the Corporation, or by a majority of the Board of
Directors of the Corporation (hereinafter called the Board).

         Section 4. Notice of Meetings. Notice of the time and place of
holding of each meeting of the shareholders and of the purpose or purposes
for which the meeting is called shall be in writing and signed by the
President or a Vice-President or the Secretary or an Assistant Secretary of
the Corporation. A copy of such notice shall be served, either personally
or by mail, upon each shareholder entitled to vote at the meeting not less
than ten (10) nor more than fifty (50) days before the meeting. If mailed,
such copy shall be directed to the shareholder at his address as it appears
on the stock book, unless he shall have filed with the Secretary of the
Corporation a written request that notices intended for him be mailed to
some other place, in which case it shall be mailed to the address
designated in such request. No notice need be given of any adjourned
meeting, except when expressly required by law.

                                                       - 1 -





         Section 5. Quorum. Unless otherwise provided by law or in the
Certificate of Incorporation of the Corporation as amended (hereinafter
called the Certificate of Incorporation), the presence of the holders of
record, in person or represented by proxy, of a majority of the shares of
stock entitled to be voted thereat shall be necessary to constitute a
quorum for the transaction of business at any meeting of shareholders. In
the absence of a quorum at any such meeting or any adjournment or
adjournments thereof, a majority in voting interest of those present in
person or represented by proxy, or in the absence therefrom of all the
shareholders, any officer entitled to preside at, or to act as secretary
of, such meeting, may adjourn such meeting from time to time until a quorum
is present thereat. At any adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the
meeting as originally called.

         Section 6. Organization. At each meeting of the shareholders, the
Chairman of the Board, the President or a Vice-President designated for the
purpose by the Chairman (with priority in the order named), or in the
absence of said officers, a chairman chosen by a majority vote of the
shareholders present in person or represented by proxy and entitled to vote
thereat shall act as chairman. The Secretary shall act as secretary at each
meeting of the shareholders, or in his absence the chairman may appoint any
person present to act as secretary of the meeting.

         Section 7.  Order of Business.  The order of business at all meetings 
of the shareholders shall be determined by the chairman of the meeting.

         Section 8. Voting. Unless otherwise provided by law or in the
Certificate of Incorporation, the Common Stock only shall have voting
power. Each holder of record of shares of stock of the Corporation entitled
to vote at any meeting of shareholders shall, in all matters, be entitled
to one vote for each share of stock owned by him. Shareholders may vote
either in person or by proxy. Except as otherwise provided by law or these
By-Laws, or by the Certificate of Incorporation, the majority of the votes
cast shall prevail on all matters submitted to vote at any meeting of the
shareholders. Unless so directed by the chairman of the meeting, the vote
at such meeting need not be by ballot, except that all elections of
directors by shareholders shall be by ballot. At the

                                                       - 2 -





direction of such chairman that a vote by ballot be taken on any question,
such vote shall be taken. On a vote by ballot each ballot shall be signed
by the shareholder voting, or by his proxy as such if there be such proxy.
Except as otherwise provided by law or by these By-Laws all voting may be
via voce.

         Section 9. Inspectors of Election. At each meeting of the
shareholders the chairman of such meeting shall appoint one or more
inspectors of election to act thereat. No director or candidate for the
office of director shall be appointed such inspector. Each inspector of
election so appointed, before entering upon the discharge of his duties,
shall be sworn faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability,
and the oath so taken shall be subscribed by such inspectors. Such
inspectors of election, after the voting on any question, shall make a
certificate of the result of the vote taken. Inspectors need not be
shareholders.

         Section 10. Record Date. The Board may fix a day and hour not more
than fifty (50) days prior to the day and hour then fixed for the holding
of any meeting of shareholders as the time as of which shareholders
entitled to notice of and to vote at such meeting shall be determined, and
all persons who were holders of record of voting stock at such time and no
others shall be entitled to notice of and to vote at such meeting.

         Section 11. Advance Notification of Shareholder Nominations for
Directors and Other Proposals. No shareholder may propose to nominate
persons for election to the Board at an annual meeting of the shareholders
of the Corporation or to bring other business before an annual meeting of
the shareholders of the Corporation, unless such shareholder gives timely
notice thereof to the Secretary of the Corporation. To be timely, a
shareholder's notice must be addressed to the Secretary of the Corporation
and received at the principal executive offices of the Corporation not more
than one hundred twenty (120) days and not less than ninety (90) days prior
to the first anniversary date of the immediately preceding annual meeting;
provided, however, that in the event the annual meeting is called for a
date which is not within sixty (60) days before or after such anniversary
date, notice by the shareholder, to be timely, must be received no later

                                                       - 3 -





than the close of business on the fifteenth (15th) day following the day on
which notice of the date of the annual meeting was mailed or public
disclosure of the date of the annual meeting was made, whichever occurs
first.

         Such shareholder's notice shall set forth: (a) as to each person
whom the shareholder proposes to nominate at the annual meeting for
election to the Board, (i) the name, age, business address and residential
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person, (iv) a description of all arrangements
or understandings between such shareholder and such person, (v) all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended, and any other rules of the Securities and
Exchange Commission, (vi) such other information as may be reasonably
required by the Corporation to determine the eligibility of such person to
serve as a director of the Corporation, and (vii) any such person's written
consent to serve as a director if so elected; (b) as to any other business
that such shareholder proposes to bring before the annual meeting, (i) a
description of the business desired to be brought before the meeting in
sufficient detail for such business to be summarized in the agenda for the
meeting, (ii) the reasons for conducting such business at the meeting, and
(iii) any material interest in such business of such shareholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (c) as
to the shareholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made, (i) the name and address
of such shareholder, as it appears on the Corporation's books, and of any
such beneficial owner, and (ii) the class and number of shares of the
Corporation which are owned beneficially and of record by such shareholder
and any such beneficial owner. Notwithstanding compliance with the
foregoing requirements, no person proposed to be nominated to the Board by
a shareholder pursuant to this procedure shall become a nominee for
election to the Board and no other business shall be considered at the
annual meeting unless the shareholder who has provided the notice, or his
proxy, nominates such person or introduces such

                                                       - 4 -





business at the meeting, as the case may be. The presiding officer of the
annual meeting shall, if the facts warrant, refuse to acknowledge a
nomination or the consideration of business which was not made in
compliance with the foregoing requirements.

                              ARTICLE II
                               Directors

         Section 1. Number, Election, Term, Powers. The Corporation shall
have such number of directors, not less than three (3) nor more than
twenty-one (21), as shall from time to time be determined by the vote of a
majority of the entire board. Except as otherwise provided herein, the
directors shall be chosen at the annual meeting of shareholders in each
year, by a plurality of the votes cast in the election therefor. The term
of office of each director shall (unless vacated as provided herein) be
from the time of his election and qualification until the annual meeting of
shareholders next succeeding his election and until his successor shall
have been duly elected and qualified, or until his earlier death or
resignation. The directors shall act only as a board and the individual
directors shall have no power as such. The Board shall have, in the
management of the Corporation's affairs, all powers which are not
inconsistent with the laws of the State of New York or these By-Laws, or
the Certificate of Incorporation.

         Section 2.  Qualifications.  All directors shall be at least 
twenty-one (21) years of age.

         Section 3. First Meeting. After each election of directors by the
shareholders, on the same day and at the conclusion of the meeting of
shareholders at which such election shall be held, and at the place where
such election is held, the newly elected Board shall meet for the purpose
of organization, the election of officers and the transaction of other
business. Notice of such meeting need not be given. If a quorum shall not
be present at such time and place, but at least one director is present,
then such meeting shall be adjourned as provided in Section 6 of this
Article II. If no director shall be present at such time and place, then
such meeting may be held at any other time and place which shall be
specified in a notice given as hereinafter provided for special meetings of
the Board or in a waiver of notice thereof.

                                                       - 5 -





         Section 4. Regular Meetings. Regular meetings of the Board shall
be held at such times and places as the Board by resolution may determine.
If any day fixed for a regular meeting shall be a legal holiday at the
place where the meeting is to be held, then the meeting which would
otherwise be held on that day shall be held at the same hour on the next
succeeding business day at said place. Except as provided by law or these
By-Laws, notice of regular meetings need not be given.

         Section 5. Special Meetings. Special meetings of the Board shall
be held whenever called by the Chairman of the Board or the President or by
the Secretary at the request of a majority of the members of the Board.
Except as otherwise provided by law, notice of each such special meeting
shall be mailed to each director, addressed to him at his residence or
usual place of business, at least two days before the day on which such
meeting is to be held, or shall be sent addressed to him at such place by
telegraph, cable or wireless, or be delivered personally or by telephone,
not later than the day before the day on which such meeting is to be held.
Notice of any meeting of the Board need not, however, be given to any
director, if waived by him as in these By-Laws provided. Except as
otherwise specifically provided by law or these By-Laws, the notice or
waiver of notice of any meeting of the Board need not contain any statement
of the purposes of the meeting or any specification of the business to be
transacted thereat.

         Section 6. Quorum. Unless otherwise provided by law or in the
Certificate of Incorporation or in these By-Laws, the presence of not less
than one-third of the number of directors as fixed in accordance with these
By-Laws shall be necessary to constitute a quorum for the transaction of
business by the Board. In the absence of a quorum, a majority of the
directors present may adjourn any meeting of the Board from time to time
until a quorum shall be present thereat. Notice of any adjourned meeting
need not be given. At any adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the
meeting as originally called.

         Section 7.  Voting.  At all meetings of directors, a quorum being 
present, all matters, except those the manner of deciding upon which is 
otherwise provided by law

                                                       - 6 -





or these By-Laws, or in the Certificate of Incorporation, shall be decided
by the vote of a majority of the directors present.

         Section 8. Organization. At each meeting of the Board the Chairman
of the Board or, in the Chairman's absence, a director chosen by a majority
of the directors present, shall act as chairman. The Secretary, or in the
Secretary's absence any person appointed by the chairman, shall act as
secretary of the meeting. Any meeting of the Board may be adjourned by the
vote of a majority of the directors present at such meeting.

         Section 9. Vacancies. Any vacancy in the Board whether arising
from death, resignation, an increase in the number of directors or any
other cause, may be filled by the vote of a majority of the remaining
directors, provided that, in the case of a vacancy occurring through the
resignation of a director, the resigning director shall be entitled to vote
with the other directors for his successor.

         Section 10. Place of Meeting. The Board may hold its meetings at
such place or places within or without the State of New York as it may from
time to time by resolution determine or as shall be specified or fixed in
the respective notices or waivers of notice thereof.

         Section 11. Indemnification. (a) The Corporation shall indemnify
to the fullest extent permitted by law, any person made, or threatened to
be made, a party to an action or proceeding, civil or criminal (including
an action by or in the right of the Corporation or by or in the right of
any other corporation of any type or kind, domestic or foreign, which any
director or officer of the Corporation served in any capacity at the
request of the Corporation), by reason of the fact that he, his testator or
intestate, was a director or officer of the Corporation (or served the
Corporation or such other corporation in any capacity), against judgments,
fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred as a result of such
action or proceeding, or any appeal therein, and the Corporation may pay,
in advance of final disposition of any such action or proceeding, expenses
incurred by such person in defending such action or proceeding. The
Corporation may indemnify, and make advancements to, any person made, or
threatened to be made, a party to any

                                                       - 7 -





such action or proceeding by reason of the fact that he, his testator or
intestate, is or was an agent or employee (other than a director or
officer) of the Corporation (or served another corporation at the request
of the Corporation in any capacity), on such terms, to such extent, and
subject to such conditions, as the Board shall determine.

         (b) A person shall be presumed to be entitled to indemnification
for any act or omission covered by this By-Law. The burden of proof of
establishing that a person is not entitled to indemnification because of
the failure to fulfill some requirement of New York law, the Corporation's
charter, or the By-Laws shall be on the Corporation.

         (c) If a claim under this By-Law is not paid in full by the
Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid
also the expense of prosecuting such claim, including attorneys' fees.

         Section 12. Action by Written Consent. Unless otherwise provided
by law or in the Certificate of Incorporation of the Corporation, any
action required or permitted to be taken by the Board or any committee
thereof may be taken without a meeting if all members of the Board or the
committee consent in writing to the adoption of a resolution authorizing
the action. The resolution and the written consents thereto by the members
of the Board or committee shall be filed with the minutes of the
proceedings of the Board or committee.

         Section 13. Action by Means of Conference Telephone. Any one or
more members of the Board may participate in a regular or special meeting
of the Board by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each
other at the same time. Participation by such means shall constitute
presence in person at a meeting.

                                ARTICLE III
                                 COMMITTEES

     Section 1. Committees. On the terms, to the extent and subject to the
conditions, prescribed by law or by resolution of the Board, the Board, by
resolution adopted by a majority of the entire Board, may designate from
among its members an

                                                       - 8 -





Executive Committee and other committees, each of which shall consist of
three or more directors and shall have the authority of the Board. The
Board may designate one or more directors as alternate members of any
committee, who may act in the place of any absent member or members of such
committee. The presence of not less than one-third of the number of members
of any committee or two members of such committee, whichever shall be
greater, shall be necessary to constitute a quorum of such committee and,
except as otherwise provided by law, the Certificate of Incorporation or
these By-Laws, a majority vote of the committee members present shall be
the act of the committee.

         Section 2. Action by Means of Conference Telephone. Any one or
more members of any committee of the Board may participate in a meeting of
such committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each
other at the same time. Participation by such means shall constitute
presence in person at a meeting.

                                    ARTICLE IV
                                     OFFICERS

         Section 1. Number. The officers of the Corporation shall be a
Chairman of the Board, a President, one or more Vice-Presidents, a
Secretary, a Treasurer and a Controller. The officers of the Corporation
may also include, at the option of the Board, one or more Vice-Chairmen of
the Board, each of whom shall be a member of the Board. Two or more offices
may be conferred upon one person, except the offices of President and
Secretary. The Board may require any officer, agent or employee to give
security for faithful performance of such person's duties.

         Section 2. Election, Term of Office, Qualification. The officers
of the Corporation shall be chosen by the Board as soon as practicable
after each annual election of directors, each such officer to hold office
until his successor shall have been chosen and qualified, or until his
earlier death or resignation, or removal in the manner hereinafter
provided.

         Section 3.  Subordinate Officers.  The Board may appoint as 
subordinate officers, assistants to any officer including assistant 
secretaries and assistant treasurers,

                                                       - 9 -





agents or employees as the Board may deem necessary or advisable, each of
whom shall serve for such period, have such authority and perform such
duties as the Board may from time to time determine or as may be set forth
in these By-Laws. The Board may delegate to any officer the power to
appoint and remove subordinate officers, assistant secretaries, assistant
treasurers, agents or employees.

         Section 4. Management Direction. The Board shall designate an
officer of the Corporation to be the chief executive officer of the
Corporation and such chief executive officer shall have, subject to the
control of the Board, general and active supervision and direction over the
property, business and affairs of the Corporation and the personnel
thereof.

         Section 5. The Chairman of the Board. The Chairman of the Board
shall perform all duties customarily incident to the office of Chairman of
the Board and such other duties as may from time to time be assigned to him
by the Board. He shall, if present, preside at all meetings of the
shareholders and of the Board.

         Section 6. The Vice-Chairman of the Board. Each Vice-Chairman of
the Board shall have such authority and perform such duties as may from
time to time be assigned by these By-Laws, the Board or the Chairman of the
Board.

         Section 7. The President. The President shall perform all duties
customarily incident to the office of President and such other duties as
may from time to time be assigned to him by the Board. In case of the
absence or inability to act of the Chairman of the Board, the President
shall perform the duties of the Chairman of the Board, and when so acting
shall have all the powers of and be subject to all the restrictions upon
the Chairman of the Board.

         Section 8. Vice-Presidents. Each Vice-President shall have such
powers and perform such duties as the Board, the Chairman of the Board or
the President may from time to time prescribe, and shall perform such other
duties as may be prescribed by these By-Laws. In case of the absence or
inability to act of the President, then one of the Vice-Presidents who
shall be designated for the purpose by the Board shall perform the duties
of the President, and when so acting shall have all the powers of and be
subject to all the restrictions upon the President.

                                                      - 10 -





         Section 9. The Secretary. The Secretary shall act as secretary of,
and keep the minutes of, all meetings of the Board and of the shareholders;
he shall cause to be given such notice of all meetings of the shareholders
and directors as required; he shall be custodian of the seal of the
Corporation and shall affix the seal or cause it to be affixed to all
certificates and documents, the execution of which on behalf of the
Corporation under its seal shall have been specifically or generally
authorized; he shall have charge of the books, records and papers of the
Corporation relating to its organization as a corporation; and he shall in
general perform all the duties incident to the office of Secretary. He
shall also have such other powers and perform such other duties, not
inconsistent with these By-Laws, as the Chairman of the Board, the
President or the Board shall from time to time prescribe.

         Section 10. The Treasurer. The Treasurer shall have charge and
custody of, and be responsible for, all the funds and securities of the
Corporation and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys and other valuable effects in the name of and to the credit of the
Corporation in such banks or other depositaries as may be designated by the
Board; he shall disburse the funds of the Corporation, taking proper
vouchers for such disbursements, and shall render to the Chairman of the
Board, the President or the Board, whenever any one or more of them may
require him so to do, a statement of all his transactions as Treasurer;
and, in general, he shall perform all the duties incident to the office of
Treasurer and such other duties as may from time to time be assigned to him
by the Chairman of the Board, the President or the Board.

         Section 11. The Controller. The Controller shall keep accurate
accounts, in such form as may be approved by the Board of Directors, of all
financial transactions of the Corporation; he shall supervise and direct
the keeping of all of the financial records and accounting records of the
Corporation, and shall have general charge, supervision and direction of
the accounting departments of the Corporation; he shall discharge such
other duties and have such other powers as may be required of or granted to
him by the Board.

                                                      - 11 -





         Section 12. Assistants to the President. Each assistant to the
President shall, at the request of the President, aid and assist him in the
performance of his duties and the exercise of his powers, and have such
other powers and perform such other duties as may from time to time be
assigned to him by the Chairman of the Board, the President or the Board.

         Section 13. Assistant Secretaries. In case of the absence or
inability to act of the Secretary, the Assistant Secretary, or, if there
shall be more than one, any of the Assistant Secretaries, shall perform the
duties of the Secretary, and, when so acting shall have all the powers of,
and be subject to all the restrictions upon, the Secretary. Each of the
Assistant Secretaries shall perform such other duties as from time to time
may be assigned to him by the Chairman of the Board, the President, the
Secretary or the Board.

         Section 14. Assistant Treasurers. In case of the absence or
inability to act of the Treasurer, the Assistant Treasurer, or, if there be
more than one, any of the Assistant Treasurers, shall perform the duties of
the Treasurer, and, when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the Treasurer. Each of the Assistant
Treasurers shall perform such other duties as from time to time may be
assigned to him by the Chairman of the Board, the President, the Treasurer
or the Board.

         Section 15. General Provisions. All officers shall serve under the
direction of and at the pleasure of the Board and be subject to removal
thereby at any time with or without cause. Any vacancy occurring in any
office may be filled by the Board.

                                 ARTICLE V
               CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

         Section 1. Execution of Contracts. Except as otherwise provided by
law or in these By-Laws, the Chairman of the Board, any Vice-Chairman of
the Board, the President or any Vice-President shall have authority to
execute and deliver any and all instruments for and in the name of the
Corporation. The Board may authorize any other officer or officers, agent
or agents to execute and deliver any instrument for and in the name of the
Corporation and such authority may be general or confined to specific

                                                      - 12 -





instances. Unless authorized by the Board or by these By-Laws, no officer,
agent or employee shall have any power or authority to bind the Corporation
by any contract or engagement or to pledge its credit or to render it
pecuniarily liable for any purpose or to any amount.

         Section 2. Indebtedness. No loans shall be contracted on behalf of
the Corporation and no negotiable paper shall be issued in its name unless
authorized by the resolutions of the Board. When authorized by the Board so
to do, any officer or agent of the Corporation thereunto authorized may
effect loans and advances for the Corporation from any bank, trust company
or other institution, or from any firm, corporation or individual, and for
such loans and advances may make, execute and deliver promissory notes,
bonds, or other certificates or evidences of indebtedness of the
Corporation and, when authorized so to do, may pledge, hypothecate or
transfer any securities or other property of the Corporation as security
for any such loans or advances. Such authority may be general or confined
to specific instances.

         Section 3. Checks, Drafts, etc. All checks, drafts, and other
orders for the payment of moneys out of the funds of the Corporation and
all notes or other evidences of indebtedness of the Corporation shall be
signed on behalf of the Corporation in such manner as shall from time to
time be determined by resolution of the Board.

         Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositaries as the
Board may select or as may be selected by any officer or officers, agent or
agents of the Corporation to whom such power may from time to time be
delegated by the Board; and, for the purpose of such deposit, the Chairman
of the Board, the President, any Vice-President, the Treasurer or the
Secretary, or any other officer, agent or employee of the Corporation to
whom such power may be delegated by the Board, may endorse, assign and
deliver checks, drafts and other orders for the payment of moneys which are
payable to the order of the Corporation.

                                                      - 13 -



                                 ARTICLE VI
                            SHARES AND DIVIDENDS

         Section 1. Consideration for Issue of Stock. No stock shall be
issued except as permitted under the Business Corporation Law of the State
of New York.

        Section 2. Certificates. The shares of the Corporation shall
either be represented by certificates or shall be uncertificated and
represented by book entry registered in the name of the holder on the books
and records of the Corporation or its transfer agent. At the direction of
the Corporation to its stock transfer agent and absent a specific request
for a certificate by the registered holder or transferee thereof, all
shares of the Corporation shall be uncertificated upon the original
issuance thereof by the Corporation or upon the surrender of the
certificate representing such shares to the Corporation (Direct
Registration of shares). If shares are represented by certificates, each
holder of record of shares of stock of the Corporation shall be provided
with a certificate or certificates of stock representing the number of
shares owned by such holder, in such form as shall be approved by the
Board, signed by the Chairman of the Board, or President or a
Vice-President and the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary, and sealed with the seal of the Corporation,
which seal may be an engraved or printed facsimile, certifying the number
of shares owned by him in the Corporation. The signatures of the officers
upon a certificate may be facsimiles if the certificate is countersigned by
a transfer agent or registered by a registrar other than the Corporation
itself or its employee. In case any such person who shall have signed, or
whose facsimile signature has been placed upon, such certificate shall have
ceased to hold such position before such certificate is issued, it may be
issued by the Corporation with the same effect as if such person had not
ceased to hold such position at the date of its issue. Upon the election of
the Corporation to provide for Direct Registration of shares, such
certificates shall be provided only upon request to the Corporation by the
registered holder or transferee thereof.

         Section 3. Transfer of Shares. Transfers of shares of the capital
stock of the Corporation shall be made only on the books of the Corporation
by the holder thereof, or by his attorney thereunto authorized by a power
of attorney duly executed and filed with the agent or officer in charge of
such books, subject to such proof or guaranty signature as the Corporation
or its transfer agent may require, if any, and on surrender

                                                      - 14 -





of the certificate or certificates for such shares, properly endorsed, or
upon receipt of proper transfer instructions from the owner of
uncertificated shares, or upon the escheat of said shares under the laws of
any state of the United States. A person in whose name shares of stock
stand on the books of the Corporation shall be deemed the owner thereof as
regards the Corporation, provided that whenever any transfer of shares
shall be made for collateral security, and not absolutely, such fact, if
known to the officer in charge or to said transfer agent, shall be so
expressed in the entry of transfer.

         Section 4. Record Date. The Board may fix a day and hour not
exceeding fifty (50) days preceding the date fixed for the payment of any
dividend or the making of any distribution, or for the delivery of
evidences of rights or evidences of interests arising out of any changes,
conversion or exchange of capital stock, as a record time for the
determination of the shareholders entitled to receive such dividend,
distribution, rights or interests, and in such case only shareholders of
record at the time so fixed shall be entitled to receive such dividend,
distribution, rights or interests.

         Section 5. Lost, Stolen, Destroyed or Mutilated Certificates. A
certificate for shares of the stock of the Corporation may be issued in
place of any certificate lost, stolen, destroyed or mutilated, but only on
delivery to the Corporation, unless the Board of Directors otherwise
determines, of a bond of indemnity, in form and amount and with one or more
sureties satisfactory to the Board, or such officer or officers of the
Corporation or such transfer agent as the Board may from time to time
designate, and of such evidence of such loss, theft, destruction or
mutilation as the Board, or such officer or officers or transfer agent, may
require.

                                ARTICLE VII
                             OFFICES AND BOOKS

         Section 1. Offices. The Board may from time to time and at any
time establish offices of the Corporation or branches of its business at
whatever place or places seem to it expedient. Offices or agencies for the
transfer and registration of stock shall at all times be maintained in the
City of New York. Additional such offices or agencies may be maintained
elsewhere, in the discretion of the Board.

                                                      - 15 -





         Section 2. Books. There shall be kept at the office of the
Corporation in Chicago, Illinois, correct books of all the business and
transactions of the Corporation, and, at the office of the Corporation in
the State of New York, or at the office of a transfer agent of the
Corporation in such State, the stock book of the Corporation, which shall
contain the names, alphabetically arranged, of all persons who are
shareholders of the Corporation, showing their respective places of
residence, the number of shares held by them respectively, and the time
when they respectively became the owners thereof. The stock book shall at
all times during business hours be open to the inspection of all persons
permitted by law to inspect the same.

                                ARTICLE VIII
                                    SEAL

         Section 1. The common seal of the Corporation shall consist of a
round seal with the words "GATX CORPORATION" in the margin and the words
"NEW YORK, 1916" in the center thereof.

                                 ARTICLE IX
                              WAIVER OF NOTICE

         Section 1. Whenever any notice whatever is required to be given by
these By-Laws or the Certificate of Incorporation or by law, the person
entitled thereto may, in person, or in the case of a shareholder, by his
duly authorized attorney, waive such notice in writing (which shall include
the use of telegraph, cable, radio or wireless), whether before or after
the meeting or other matter or event in respect of which such notice is to
be given, and in such event such waiver shall be equivalent to such notice
and such notice need not be given to such person, and any action to be
taken after such notice or after the lapse of a prescribed period of time
may be taken without such notice and without the lapse of any period of
time. The presence of a director at any meeting of the Board shall
constitute waiver of notice thereof by him.

                                 ARTICLE X
                                FISCAL YEAR

         Section 1. The fiscal year of the Corporation shall end on the
thirty-first day of December in each year.

                                                      - 16 -





                                 ARTICLE XI
                                 AMENDMENTS

         Section 1. These By-Laws may be altered, changed, amended or
repealed and new by-laws adopted at any regular or special meeting of the
Board of Directors, by a majority vote of all the Directors, provided
notice of the proposed alteration, change, amendment or repeal shall have
been given with notice of the meeting.


                                                      - 17 -

EX-4.A

                                 




                                                             EXHIBIT 4A

===============================================================================






                              RIGHTS AGREEMENT


                                  between


                              GATX CORPORATION


                                    and


                  CHASEMELLON SHAREHOLDER SERVICES, L.L.C.


                                Rights Agent


                         Dated as of July 24, 1998



===============================================================================






                                     -1-





                                   TABLE OF CONTENTS
                                                                        Page
Section 1.   Certain Definitions.........................................1
Section 2.   Appointment of Rights Agent.................................5
Section 3.   Issuance of Right Certificates..............................5
Section 4.   Form of Right Certificates..................................7
Section 5.   Countersignature and Registration...........................8
Section 6.   Transfer, Split Up, Combination and Exchange of Right
             Certificates; Mutilated, Destroyed, Lost or Stolen
             Right Certificates..........................................9
Section 7.   Exercise of Rights; Exercise Price; Expiration Date
             of Rights...................................................9
Section 8.   Cancellation and Destruction of Right Certificates.........12
Section 9.   Availability of Preferred Shares...........................12
Section 10.  Preferred Shares Record Date...............................12
Section 11.  Adjustment of Exercise Price, Number of Shares or Number
             of Rights..................................................13
Section 12.  Certificate of Adjusted Exercise Price or Number of Shares.20
Section 13.  Consolidation, Merger or Sale or Transfer of Assets
             or Earning Power...........................................20
Section 14.  Fractional Rights and Fractional Shares....................22
Section 15.  Rights of Action...........................................23
Section 16.  Agreement of Right Holders.................................24
Section 17.  Right Certificate Holder Not Deemed a Shareholder..........24
Section 18.  Concerning the Rights Agent................................24
Section 19.  Merger or Consolidation or Change of Name of Rights Agent..25
Section 20.  Duties of Rights Agent.....................................26
Section 21.  Change of Rights Agent.....................................28
Section 22.  Issuance of New Right Certificates.........................28
Section 23.  Redemption.................................................29
Section 24.  Exchange...................................................30
Section 25.  Notice of Certain Events...................................31
Section 26.  Notices....................................................32
Section 27.  Supplements and Amendments.................................32
Section 28.  Successors.................................................32
Section 29.  Benefits of this Agreement.................................33
Section 30.  Severability...............................................33
Section 31.  Governing Law..............................................33
Section 32.  Counterparts...............................................33
Section 33.  Descriptive Headings.......................................33
Section 34.  Determinations and Actions by the Board of Directors.......33

Exhibit A    Form of Certificate of Amendment of Certificate of
             Incorporation Fixing the Number, Designation, Relative
             Rights, Preferences and Limitations of the Preferred Stock
Exhibit B    Form of Right Certificate
Exhibit C    Summary of Shareholder Rights Plan



                                        ii





                              RIGHTS AGREEMENT
                              ----------------

         Rights Agreement, dated as of July 24, 1998 (this "Agreement"),
between GATX Corporation, a New York corporation (the "Company"), and
ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent").

                            W I T N E S S E T H:

         WHEREAS, the Board of Directors of the Company has authorized and
declared a dividend of one preferred share purchase right (a "Right") for
each Common Share (as hereinafter defined) of the Company outstanding as of
the close of business on August 14, 1998 (the "Record Date"), each Right
representing the right to purchase one one-thousandth of a Preferred Share
(as hereinafter defined), upon the terms and subject to the conditions
herein set forth, and has further authorized and directed the issuance of
one Right with respect to each Common Share that shall become outstanding
between the Record Date and the Expiration Date (as such term is
hereinafter defined);

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

         Section 12.  Certain Definitions.  For purposes of this Agreement, 
the following terms have the meanings indicated:

         "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person, shall be
the Beneficial Owner (as such term is hereinafter defined) of 20% or more
of the Common Shares of the Company then outstanding, but shall not include
(i) the Company, (ii) any Subsidiary (as such term is hereinafter defined)
of the Company, or (iii) any employee benefit plan of the Company or of any
Subsidiary of the Company or any Person holding Common Shares for or
pursuant to the terms of any such plan. Notwithstanding the foregoing, no
Person shall become an "Acquiring Person" as the result of (i) an
acquisition of Common Shares by the Company which, by reducing the number
of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 20% or more of the Common Shares of
the Company then outstanding, or (ii) the acquisition by such Person of
newly-issued Common Shares directly from the Company (it being understood
that a purchase from an underwriter or other intermediary is not deemed for
purposes hereof to be a purchase directly from the Company); provided,
however, that if a Person shall become the Beneficial Owner of 20% or more
of the Common Shares of the Company then outstanding by reason of share
purchases by the Company or the receipt of newly-issued Common Shares
directly from the Company and shall, after such share purchases or direct
issuance by the Company, become the Beneficial Owner of any additional
Common Shares of the Company, then such Person shall be deemed to be an
"Acquiring Person"; and provided, further, that any transferee from such
Person who becomes the Beneficial Owner of 20% or more of the Common



                                      1





Shares of the Company then outstanding shall nevertheless be deemed to be
an "Acquiring Person". Notwithstanding the foregoing, if the Board of
Directors of the Company determines in good faith that a Person who would
otherwise be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph, has become such inadvertently, and such
Person divests as promptly as practicable (and in any event within ten
Business Days after notification by the Company) a sufficient number of
Common Shares so that such Person would no longer be an Acquiring Person,
as defined pursuant to the foregoing provisions of this paragraph, then
such Person shall not be deemed to be an "Acquiring Person" for any
purposes of this Agreement.

         "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act, as in effect on the date of this Agreement.

         A Person shall be deemed the "Beneficial Owner" of and shall be
deemed to have "beneficial ownership" of or "beneficially own" any
securities:

         (A) which such Person or any of such Person's Affiliates or
Associates beneficially owns, directly or indirectly;

         (B) which such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has (i) the right to acquire (whether
such right is exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding, whether written or
oral (other than customary agreements with and between underwriters and
selling group members with respect to a bona fide public offering of
securities), or upon the exercise of conversion rights, exchange rights,
rights (other than these Rights), warrants or options, or otherwise;
provided, however, that a Person shall not be deemed the Beneficial Owner
of, or to beneficially own, securities tendered pursuant to a tender or
exchange offer made by or on behalf of such Person or any of such Person's
Affiliates or Associates until such tendered securities are accepted for
purchase or exchange; (ii) the sole or shared right to vote or dispose of
(including any such right pursuant to any agreement, arrangement or
understanding, whether written or oral); provided, however, that a Person
shall not be deemed the Beneficial Owner of, or to beneficially own, any
security if the agreement, arrangement or understanding to vote such
security (1) arises solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent solicitation made pursuant
to, and in accordance with, the applicable rules and regulations
promulgated under the Exchange Act and (2) is not also then reportable on
Schedule 13D under the Exchange Act (or any comparable or successor
report); or (iii) "beneficial ownership" (as determined pursuant to Rule
13d-3 (or any successor rule) of the General Rules and Regulations under
the Exchange Act); or

         (C) which are beneficially owned, directly or indirectly, by any
other Person (or any Affiliate or Associate thereof) with which such Person
or any of such Person's Affiliates or Associates has any agreement,
arrangement or understanding, whether written or oral (other than customary
agreements with and between underwriters and selling group



                                    2





members with respect to a bona fide public offering of securities) for the
purpose of acquiring, holding, voting (except to the extent contemplated by
the proviso to clause (ii) of subparagraph (b) of this definition) or
disposing of any securities of the Company.

         Notwithstanding anything in this definition of Beneficial
Ownership to the contrary, the phrase "then outstanding," when used with
reference to a Person's Beneficial Ownership of securities of the Company,
shall mean the number of such securities then issued and outstanding
together with the number of such securities not then actually issued and
outstanding which such Person would be deemed to own beneficially
hereunder.

         Notwithstanding anything in this definition of Beneficial
Ownership to the contrary, any "clearing agency", as defined in Section
3(a)(23)(A) of the Exchange Act, which is holding securities solely in its
capacity as a clearing agency, shall not be deemed to be the Beneficial
Owner of such securities.

         "Board of Directors" and "Board of Directors of the Company" each
shall mean the members of the board of directors of the Company.

         "Business Day" shall mean any day other than a Saturday, a Sunday,
or a day on which banking institutions in Illinois or New York are
authorized or obligated by law or executive order to close.

         "close of business" on any given date shall mean 5:00 P.M.,
Chicago time, on such date; provided, however, that if such date is not a
Business Day it shall mean 5:00 P.M., Chicago time, on the next succeeding
Business Day.

         "Common Shares" when used with reference to the Company shall mean
the shares of common stock, par value $0.625 per share (as such shares may
be constituted or designated, or as such par value may be changed, from
time to time during the term of this Agreement), of the Company. "Common
Shares" when used with reference to any Person other than the Company shall
mean the capital stock (or equity interest) with the greatest voting power
of such other Person or the equity securities or other equity interest
having power to control or direct the management of such other Person.

         "Company" shall have the meaning set forth in the preamble hereto.

         "current per share market price" shall have the meaning set forth
in Section 11(d) hereof.

         "Distribution Date" shall have the meaning set forth in Section 3(a) 
hereof.

         "equivalent preferred shares" shall have the meaning set forth in
Section 11(b) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as 
amended.



                                        3





         "Exchange Ratio" shall have the meaning set forth in Section 24(a) 
hereof.

         "Exercise Price" shall have the meaning set forth in Section 4(a) 
hereof.

         "Expiration Date" shall have the meaning set forth in Section 7(a) 
hereof.

         "Final Expiration Date" shall have the meaning set forth in
Section 7(a) hereof.

         "Nasdaq" shall have the meaning set forth in Section 11(d)(i) hereof.

         "NYSE" shall have the meaning set forth in Section 11(d)(i) hereof.

         "Person" shall mean any individual, firm, corporation,
partnership, limited liability company or other entity, and shall include
any successor (by merger or otherwise) of such entity.

         "Preferred Shares" shall mean shares of Series 2 Junior
Participating Preferred Stock, $1.00 par value per share, of the Company
having the rights, preferences and limitations set forth in the Form of
Certificate of Amendment of Certificate of Incorporation Fixing the Number,
Designation, Relative Rights, Preferences and Limitations of the Preferred
Stock attached to this Agreement as Exhibit A.

         "Principal Party" shall have the meaning set forth in Section 13(b) 
hereof.

         "Record Date" shall have the meaning set forth in the preamble hereto.

         "Redemption Date" shall have the meaning set forth in Section 7(a) 
hereof.

         "Right" shall have the meaning set forth in the preamble hereto.

         "Rights Agent" shall have the meaning set forth in the preamble hereto.

         "Right Certificate" shall have the meaning set forth in Section 3(a) 
hereof.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Shares Acquisition Date" shall mean the first date of public
announcement (which, for purposes of this definition, shall include,
without limitation, a report filed pursuant to Section 13(d) of the
Exchange Act) by the Company or an Acquiring Person that an Acquiring
Person has become such.

         "Subsidiary" shall mean, with reference to any Person, any
corporation or other entity of which a majority of the voting power of the
voting equity securities or equity interests is owned, directly or
indirectly, by such Person.




                                     4





         "Summary of Shareholder Rights Plan" shall have the meaning set
forth in Section 3(b) hereof.

         "Trading Day" shall have the meaning set forth in Section 11(d)(i) 
hereof.

         "Triggering Event" shall mean any event described in Section
11(a)(ii) or Section 13(a) hereof.

         Any determination or interpretation required in connection with
any of the definitions contained in this Section 1 shall be made by the
Board of Directors of the Company in their good faith judgment, which
determination shall be final and binding on the Rights Agent.

         Section 13.  Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance
with the terms and conditions hereof, and the Rights Agent hereby accepts
such appointment. The Company may from time to time appoint such co-Rights
agents as it may deem necessary or desirable.

         Section 14.  Issuance of Right Certificates.

         (A) Until the earlier of (i) the close of business on the tenth
day after the Shares Acquisition Date or (ii) the close of business on the
fifteenth Business Day (or such later date as may be determined by action
of the Board of Directors prior to such time as any Person becomes an
Acquiring Person) after the date of the commencement by any Person (other
than the Company, any Subsidiary of the Company, any employee benefit plan
of the Company or of any Subsidiary of the Company or any entity holding
Common Shares for or pursuant to the terms of any such plan) of, or of the
first public announcement of the intention of any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company or any entity holding Common
Shares for or pursuant to the terms of any such plan) to commence, a tender
or exchange offer the consummation of which would result in any Person
becoming the Beneficial Owner of Common Shares aggregating 20% or more of
the then outstanding Common Shares (including any such date which is after
the date of this Agreement and prior to the issuance of the Rights; the
earlier of such dates being herein referred to as the "Distribution Date"),
(x) the Rights will be evidenced (subject to the provisions of Section 3(b)
hereof) by the certificates for Common Shares registered in the names of
the holders thereof (which certificates shall also be deemed to be
certificates for Rights) and not by separate certificates, and (y) the
Rights will be transferable only in connection with the transfer of the
underlying Common Shares (including a transfer to the Company).

         As soon as practicable after the Distribution Date, the Company
will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if
requested, send) by first-class, insured, postage-prepaid mail, to each
record holder of Common Shares as of the close of business on the
Distribution Date, at the address of such holder shown on the records of
the Company, a Right Certificate, in substantially the form of Exhibit B
hereto (a "Right Certificate"), evidencing



                                      5





an aggregate number of Rights equal to one Right for each Common Share so
held. As of the Distribution Date, the Rights will be evidenced solely by
such Right Certificates.

         (B) On the Record Date, or as soon as practicable thereafter, the
Company will send a copy of a Summary of Shareholder Rights Plan, in
substantially the form of Exhibit C hereto (the "Summary of Shareholder
Rights Plan"), to each record holder of Common Shares as of the close of
business on the Record Date (other than any Acquiring Person or any
Associate or Affiliate of any Acquiring Person), at the address of such
holder shown on the records of the Company. With respect to certificates
for Common Shares outstanding as of the Record Date, until the Distribution
Date, the Rights will be evidenced by such certificates registered in the
names of the holders thereof, together with the Summary of Shareholder
Rights Plan, and registered holders of Common Shares shall also be the
registered holders of the associated Rights. Until the Distribution Date
(or the earlier of the Redemption Date or the Final Expiration Date), the
transfer of any certificate for Common Shares outstanding on the Record
Date, with or without a copy of the Summary of Shareholder Rights Plan,
shall also constitute the transfer of the Rights associated with the Common
Shares represented thereby.

         (C) Subject to adjustment pursuant to Section 11(i), one Right
shall be issued in respect of each Common Share which is issued (whether
originally issued or delivered from the Company's treasury) either (i)
after the Record Date but prior to the earliest of the Distribution Date,
the Redemption Date or the Final Expiration Date or (ii) upon the
conversion of shares of $2.50 Cumulative Convertible Preferred Stock or
$2.50 Cumulative Convertible Preferred Stock, Series B after the
Distribution Date but prior to the Expiration Date. Certificates
representing such Common Shares referred to in clause (i) of the
immediately preceding sentence shall also be deemed to be certificates for
Rights. Certificates representing both Common Shares and Rights in
accordance with this Section 3 which are executed and delivered (whether
the Common Shares represented thereby are originally issued, delivered from
the Company's treasury or are presented for transfer) by the Company
(including, without limitation, certificates representing reacquired Common
Shares referred to in the last sentence of this paragraph (c)) after the
Record Date but prior to the earliest of the Distribution Date, the
Redemption Date or the Final Expiration Date shall have impressed on,
printed on, written on or otherwise affixed to them a legend substantially
equivalent to the following:

         This certificate also evidences and entitles the holder hereof to
         certain rights as set forth in the Rights Agreement between GATX
         Corporation (the "Company") and ChaseMellon Shareholder Services,
         L.L.C., dated as of July 24, 1998 (the "Rights Agreement"), the
         terms of which are hereby incorporated herein by reference and a
         copy of which is on file at the principal offices of the Company.
         Under certain circumstances, as set forth in the Rights Agreement,
         such Rights will be evidenced by separate certificates and will no
         longer be evidenced by this certificate. The Company will mail to
         the holder of this certificate a copy of the Rights Agreement, as
         in effect on the date of mailing, without charge promptly after
         receipt of a



                                       6





         written request therefor. Under certain circumstances set forth in
         the Rights Agreement, Rights issued to, or held by, any Person who
         is, was or becomes an Acquiring Person or an Affiliate or
         Associate thereof (as such terms are defined in the Rights
         Agreement), whether currently held by or on behalf of such Person
         or by any subsequent holder, shall become null and void.

Until the Distribution Date, the Rights associated with the Common Shares
shall be evidenced by the certificates representing the associated Common
Shares alone, and the transfer of any such certificate shall also
constitute the transfer of the Rights associated with the Common Shares
represented thereby. If the Company purchases or acquires any Common Shares
after the Record Date but prior to the Distribution Date, any Rights
associated with such Common Shares shall be deemed canceled and retired so
that the Company shall not be entitled to exercise any Rights associated
with the Common Shares which are no longer outstanding.

         (D) There will be no adjustments under the $2.50 Cumulative
Convertible Preferred Stock or $2.50 Cumulative Convertible Preferred
Stock, Series B as a result of the issuance of Rights in accordance with
this Agreement. Holders of shares of $2.50 Cumulative Convertible Preferred
Stock and $2.50 Cumulative Convertible Preferred Stock, Series B will not
receive Rights until such shares are converted into Common Shares. During
the period after the Distribution Date and prior to the Expiration Date,
upon conversion of the $2.50 Cumulative Convertible Preferred Stock or
$2.50 Cumulative Convertible Preferred Stock, Series B, each holder thereof
will receive the same number of Rights for each Common Share received by
such holder upon conversion as such holder would have received if the
Distribution Date had not yet occurred.

         Section 15.  Form of Right Certificates.

         (A) The Right Certificates (and the forms of election to purchase
Preferred Shares and of assignment to be printed on the reverse thereof)
shall each be substantially in the form set forth in Exhibit B hereto and
may have such marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any applicable law or with
any rule or regulation promulgated pursuant thereto or with any rule or
regulation of any stock exchange or quotation service on which the Rights
may from time to time be listed, or to conform to usage. Subject to the
provisions of Section 11 and Section 24 hereof, the Right Certificates
shall entitle the holders thereof to purchase such number of one one-
thousandths of a Preferred Share as shall be set forth therein at the price
per one one-thousandth of a Preferred Share set forth therein (the
"Exercise Price"), but the amount and type of securities purchasable upon
the exercise of each Right and the Exercise Price thereof shall be subject
to adjustment as provided herein.

         (B) Any Right Certificate issued pursuant to Section 3(a) or
Section 22 hereof that represents Rights beneficially owned by: (i) an
Acquiring Person or any Associate or



                                      7





Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person
(or such Associate or Affiliate) who becomes a transferee after the
Acquiring Person becomes an Acquiring Person, or (iii) a transferee of an
Acquiring Person (or such Associate or Affiliate) who becomes a transferee
prior to or concurrently with the Acquiring Person becoming such and
receives such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person to holders of equity interests in
such Acquiring Person or to any Person with whom the Acquiring Person has
any continuing agreement, arrangement or understanding, whether written or
oral, regarding the transferred Rights or (B) a transfer which the Board of
Directors otherwise concludes in good faith is part of a plan, arrangement
or understanding, whether written or oral, which has as a primary purpose
or effect avoidance of Section 7(e) hereof, and any Right Certificate
issued pursuant to Section 6 or Section 11 hereof upon the transfer,
exchange, replacement or adjustment of any other Right Certificate referred
to in this sentence, shall contain (to the extent feasible and otherwise
reasonably identifiable as such) the following legend:

         The Rights represented by this Right Certificate are or were
         beneficially owned by a Person who was or became an Acquiring
         Person or an Affiliate or Associate of an Acquiring Person (as
         such terms are defined in the Rights Agreement). Accordingly, this
         Right Certificate and the Rights represented hereby may become
         void in the circumstances specified in Section 7(e) of such
         Agreement.

The provisions of Section 7(e) shall apply whether or not any Right
Certificate actually contains the foregoing legend.

         Section 16. Countersignature and Registration. The Right
Certificates shall be executed on behalf of the Company by its Chairman of
the Board, any Vice-Chairman, the President or any Vice President, either
manually or by facsimile signature, shall have affixed thereto the
Company's seal or a facsimile thereof, and shall be attested by the
Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer
of the Company, either manually or by facsimile signature. The Right
Certificates shall be manually countersigned by the Rights Agent and shall
not be valid for any purpose unless countersigned. In case any officer of
the Company who shall have signed any of the Right Certificates shall cease
to be such officer of the Company before countersignature by the Rights
Agent and issuance and delivery by the Company, such Right Certificates,
nevertheless, may be countersigned by the Rights Agent and issued and
delivered by the Company with the same force and effect as though the
person who signed such Right Certificates had not ceased to be such officer
of the Company; and any Right Certificate may be signed on behalf of the
Company by any person who, at the actual date of the execution of such
Right Certificate, shall be a proper officer of the Company to sign such
Right Certificate, although at the date of the execution of this Agreement
any such person was not such an officer.

         Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its office designated for such purpose, books for
registration and transfer of the Right



                                      8





Certificates issued hereunder. Such books shall show the names and
addresses of the respective holders of the Right Certificates, the number
of Rights evidenced on its face by each of the Right Certificates and the
date of each of the Right Certificates.

         Section 17. Transfer, Split Up, Combination and Exchange of Right 
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.

         (A) Subject to the provisions of Sections 4(b), 7(e), 14 and 24
hereof, at any time after the close of business on the Distribution Date,
and at or prior to the close of business on the earlier of the Redemption
Date or the Final Expiration Date, any Right Certificate or Right
Certificates may be transferred, split up, combined or exchanged for
another Right Certificate or Right Certificates, entitling the registered
holder to purchase a like number of Preferred Shares (or, following a
Triggering Event, Common Shares, other securities or property, as the case
may be) as the Right Certificate or Right Certificates surrendered then
entitled such holder to purchase. Any registered holder desiring to
transfer, split up, combine or exchange any Right Certificate or Right
Certificates shall make such request in writing delivered to the Rights
Agent, and shall surrender the Right Certificate or Right Certificates to
be transferred, split up, combined or exchanged at the office of the Rights
Agent designated for such purpose. Neither the Rights Agent nor the Company
shall be obligated to take any action whatsoever with respect to the
transfer of any such surrendered Right Certificate until the registered
holder shall have completed and signed the certificate contained in the
form of assignment on the reverse side of such Right Certificate and the
Company shall have been provided with such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
or Associates thereof as the Company shall reasonably request. Thereupon
the Rights Agent shall, subject to Sections 4 and 7 hereof, countersign and
deliver to the person entitled thereto a Right Certificate or Right
Certificates, as the case may be, as so requested. The Company may require
payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer, split up, combination or
exchange of Right Certificates.

         (B) Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Right Certificate, and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to them, and,
at the Company's request, reimbursement to the Company and the Rights Agent
of all reasonable expenses incidental thereto, and upon surrender to the
Rights Agent and cancellation of the Right Certificate, if mutilated, the
Company will make and deliver a new Right Certificate of like tenor to the
Rights Agent for countersignature and delivery to the registered holder in
lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

         Section 18. Exercise of Rights; Exercise Price; Expiration Date of 
Rights.

         (A) Subject to Section 7(e) hereof, the registered holder of any
Right Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein) in whole or in part at any time after the
Distribution Date upon surrender of the Right Certificate, with



                                       9





the form of election to purchase on the reverse side thereof duly executed,
to the Rights Agent at the office of the Rights Agent designated for such
purpose, together with payment of the Exercise Price with respect to each
surrendered Right for the total number of Preferred Shares (or other
securities or property, as the case may be) as to which the Rights are
exercised, at or prior to the earliest of (i) the close of business on
August 14, 2008 (the "Final Expiration Date"), (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof (the "Redemption
Date") (the earlier of (i) and (ii) being herein referred to as the
"Expiration Date") or (iii) the time at which such Rights are exchanged by
the Company as provided in Section 24 hereof.

         (B) The Exercise Price for each one one-thousandth of a Preferred
Share pursuant to the exercise of a Right shall initially be $160, shall be
subject to adjustment from time to time as provided in Sections 11 and 13
hereof and shall be payable in lawful money of the United States of America
in accordance with paragraph (c) below.

         (C) Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase and the certificate on the
reverse side of the Right Certificate duly executed, accompanied by payment
of the Exercise Price for the shares (or other securities or property, as
the case may be) to be purchased and an amount equal to any applicable
transfer tax required to be paid by the holder of such Right Certificate in
accordance with Section 9 hereof by certified check, cashier's check or
money order payable to the order of the Company, the Rights Agent shall
thereupon promptly (i) (A) requisition from any transfer agent of the
Preferred Shares (or make available, if the Rights Agent is the transfer
agent of the Preferred Shares) certificates for the number of Preferred
Shares to be purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests, or (B) if the Company
shall have elected to deposit the Preferred Shares issuable upon exercise
of the Rights with a depositary agent, requisition from the depositary
agent depositary receipts representing such number of one one- thousandths
of a Preferred Share as are to be purchased (in which case certificates for
the Preferred Shares represented by such receipts shall be deposited by the
transfer agent therefor with the depositary agent) and the Company shall
direct the depositary agent to comply with such request, (ii) when
appropriate, requisition from the Company the amount of cash to be paid in
lieu of issuance of fractional shares in accordance with Section 14 hereof,
(iii) after receipt of such certificates or depositary receipts, cause the
same to be delivered to or upon the order of the registered holder of such
Right Certificate, registered in such name or names as may be designated by
such holder and (iv) when appropriate, after receipt, deliver such cash
referred to in clause (ii) above to or upon the order of the registered
holder of such Right Certificate. If the Company is obligated to issue
other securities (including Common Shares) of the Company, pay cash and/or
distribute other property pursuant to Section 11(a) hereof, the Company
will make all arrangements necessary so that such other securities, cash
and/or property are available for distribution by the Rights Agent, if and
when appropriate.

         (D) In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, a new Right
Certificate evidencing Rights equivalent to



                                     10





the Rights remaining unexercised shall be issued by the Rights Agent and
delivered to the registered holder of such Right Certificate or to his duly
authorized assigns, subject to the provisions of Section 14 hereof.

         (E) Notwithstanding anything in this Agreement to the contrary,
from and after the occurrence of a Triggering Event, any Rights
beneficially owned by (i) an Acquiring Person or an Associate or Affiliate
of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any
such Associate or Affiliate) who becomes a transferee after the Acquiring
Person becomes an Acquiring Person, or (iii) a transferee of an Acquiring
Person (or such Associate or Affiliate) who becomes a transferee prior to
or concurrently with the Acquiring Person becoming an Acquiring Person and
receives such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person to holders of equity interests in
such Acquiring Person or to any Person with whom the Acquiring Person has
any continuing agreement, arrangement or understanding, whether written or
oral, regarding the transferred Rights or (B) a transfer which the Board of
Directors otherwise concludes in good faith is part of a plan, arrangement
or understanding (whether written or oral) which has as a primary purpose
or effect the avoidance of this Section 7(e), shall become null and void
without any further action, and any holder of such Rights shall thereupon
have no rights whatsoever with respect to such Rights, whether under any
provision of this Agreement or otherwise, from and after the occurrence of
a Triggering Event. The Company shall use all reasonable efforts to ensure
that the provisions of this Section 7(e) hereof are complied with, but
shall have no liability to any holder of Rights with respect to any
determinations regarding an Acquiring Person or its Affiliates, Associates
or transferees hereunder or any failure to make any such determination.

         (F) Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake
any action with respect to a registered holder upon the occurrence of any
purported exercise as set forth in this Section 7 unless the certificate
contained in the form of election to purchase set forth on the reverse side
of the Right Certificate surrendered for such exercise shall have been
completed and signed by the registered holder thereof and the Company shall
have been provided with such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company shall reasonably request.

         (G) The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued Preferred
Shares (and, following the occurrence of a Triggering Event, Common Shares
and/or other securities) or any Preferred Shares (and, following the
occurrence of a Triggering Event, Common Shares and/or other securities)
held in its treasury, the number of Preferred Shares (and, following the
occurrence of a Triggering Event, Common Shares and/or other securities)
that will be sufficient to permit the exercise in full of all outstanding
Rights.

         (H) Notwithstanding any statement to the contrary contained in
this Agreement or in any Right Certificate, if either the Distribution Date
or the Shares Acquisition Date shall



                                     11





occur prior to the Record Date, the provisions of this Agreement, including
(without limitation) Sections 3 and 11(a)(ii), shall be applicable to the
Rights upon their issuance to the same extent such provisions would have
been applicable if the Record Date were the date of this Agreement.

         Section 19. Cancellation and Destruction of Right Certificates.
All Right Certificates surrendered for the purpose of exercise, transfer,
split up, combination or exchange shall, if surrendered to the Company or
to any of its agents, be delivered to the Rights Agent for cancellation or
in canceled form, or, if surrendered to the Rights Agent, shall be canceled
by it, and no Right Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Rights Agreement. The
Company shall deliver to the Rights Agent for cancellation and retirement,
and the Rights Agent shall so cancel and retire, any other Right
Certificate purchased or acquired by the Company otherwise than upon the
exercise thereof. The Rights Agent shall deliver all canceled Right
Certificates to the Company, or shall, at the written request of the
Company, destroy such canceled Right Certificates upon the expiration of
any retention period required by the Securities and Exchange Commission
with respect to such canceled Rights Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company.

         Section 20.  Availability of Preferred Shares. The Company
covenants and agrees that it will take all such action as may be necessary
to ensure that all Preferred Shares (and, following the occurrence of a
Triggering Event, Common Shares and/or other securities) delivered upon
exercise of Rights shall, at the time of delivery of the certificates for
such Preferred Shares (and, following the occurrence of a Triggering Event,
Common Shares and/or other securities), subject to payment of the Exercise
Price, be duly and validly authorized and issued and fully paid and
nonassessable shares.

         The Company further covenants and agrees that it will pay when due
and payable any and all federal and state transfer taxes and charges which
may be payable in respect of the issuance or delivery of the Right
Certificates or of any Preferred Shares (or Common Shares and/or other
securities, as the case may be) upon the exercise of Rights. The Company
shall not, however, be required to pay any transfer tax which may be
payable in respect of any transfer or delivery of Right Certificates to a
person other than, or the issuance or delivery of certificates or
depositary receipts for the Preferred Shares (or Common Shares and/or other
securities, as the case may be) in a name other than that of, the
registered holder of the Right Certificate evidencing Rights surrendered
for exercise or to issue or to deliver any certificates or depositary
receipts for Preferred Shares (or Common Shares and/or other securities, as
the case may be) upon the exercise of any Rights until any such tax shall
have been paid (any such tax being payable by the holder of such Right
Certificate at the time of surrender) or until it has been established to
the Company's reasonable satisfaction that no such tax is due.

         Section 21.  Preferred Shares Record Date.  Each person in whose name 
any certificate for Preferred Shares (or Common Shares and/or other securities, 
as the case may be) is issued upon the exercise of Rights shall for all 
purposes be deemed to have



                                    12





become the holder of record of the shares or securities represented thereby
on, and such certificate shall be dated, the date upon which the Right
Certificate evidencing such Rights was duly surrendered and payment of the
Exercise Price (and any applicable transfer taxes) was made; provided,
however, that if the date of such surrender and payment is a date upon
which the Preferred Shares (or Common Shares and/or other securities, as
the case may be) transfer books of the Company are closed, such person
shall be deemed to have become the record holder of such shares or
securities on, and such certificate shall be dated, the next succeeding
Business Day on which the Preferred Shares (or Common Shares and/or other
securities, as the case may be) transfer books of the Company are open.
Prior to the exercise of the Rights evidenced thereby, the holder of a
Right Certificate shall not be entitled to any rights of a holder of
Preferred Shares (or Common Shares and/or other securities, as the case may
be) for which the Rights shall be exercisable, including, without
limitation, the right to vote, to receive dividends or other distributions
or to exercise any preemptive rights, and shall not be entitled to receive
any notice of any proceedings of the Company, except as provided herein.

         Section 22. Adjustment of Exercise Price, Number of Shares or
Number of Rights. The Exercise Price, the number and kind of shares covered
by each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.

         (A) (i) If the Company shall at any time after the date of this
Agreement (A) declare a dividend on the Preferred Shares payable in
Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C)
combine the outstanding Preferred Shares into a smaller number of Preferred
Shares or (D) issue any shares of its capital stock in a reclassification
of the Preferred Shares (including any such reclassification in connection
with a consolidation or merger in which the Company is the continuing or
surviving corporation), except as otherwise provided in this Section 11(a)
and Section 7(e) hereof, the Exercise Price in effect immediately prior to
the record date for such dividend or the effective date of such
subdivision, combination or reclassification, as applicable, and the number
and kind of shares of capital stock issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised after
such time shall be entitled to receive the aggregate number and kind of
shares of capital stock which he would have owned upon such exercise and
been entitled to receive as a result of such dividend, subdivision,
combination or reclassification if such Right had been exercised
immediately prior to such date and at a time when the Preferred Shares
transfer books of the Company were open; provided, however, that in no
event shall the consideration to be paid upon the exercise of one Right be
less than the aggregate par value of the shares of capital stock of the
Company issuable upon exercise of one Right. If an event occurs which would
require an adjustment under both this Section 11(a)(i) and Section
11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in
addition to, and shall be made prior to, any adjustment required pursuant
to Section 11(a)(ii).

                  (ii) Subject to Section 24 of this Agreement, if any
Person becomes an Acquiring Person, each holder of a Right, except as
provided below and in Section 7(e)



                                   13





hereof, shall thereafter have a right to receive, upon exercise thereof at
a price equal to the then current Exercise Price multiplied by the number
of one one-thousandths of a Preferred Share for which a Right is then
exercisable, in accordance with the terms of this Agreement and in lieu of
Preferred Shares, such number of Common Shares of the Company as shall
equal the result obtained by (x) multiplying the then current Exercise
Price by the number of one one-thousandths of a Preferred Share for which a
Right is then exercisable and (y) dividing that product by 50% of the then
current per share market price of the Company's Common Shares (determined
pursuant to Section 11(d) hereof) on the date of the occurrence of such
event. If any Person shall become an Acquiring Person and the Rights shall
then be outstanding, the Company shall not take any action which would
eliminate or diminish the benefits intended to be afforded by the Rights.

                  (iii) In lieu of issuing Common Shares of the Company in
accordance with Section 11(a)(ii) hereof, the Company may, in the sole
discretion of the Board of Directors, elect to, and, if the Board of
Directors has not exercised the exchange right contained in Section 24
hereof and there are not sufficient issued but not outstanding and
authorized but unissued Common Shares to permit the exercise in full of the
Rights in accordance with Section 11(a)(ii), the Company shall, take all
such action as may be necessary to authorize, issue or pay, upon the
exercise of Rights, cash (including by way of a reduction of the Exercise
Price), property, or other securities or any combination of the foregoing,
having an aggregate value equal to the value of the Common Shares of the
Company which otherwise would have been issuable pursuant to Section
11(a)(ii), which aggregate value shall be determined by a majority of the
Board of Directors. For purposes of the preceding sentence, the value of
the Common Shares shall be determined pursuant to Section 11(d) hereof and
the value of any equity securities which a majority of the Board of
Directors determines to be a "common stock equivalent" (including the
Preferred Shares, in such ratio as the Board of Directors shall determine)
shall be deemed to have the same value as the Common Shares. Any such
election by the Board of Directors must be made and publicly announced
within 60 days following the date on which the event described in Section
11(a)(ii) shall have occurred. Following the occurrence of the event
described in Section 11(a)(ii), a majority of the Board of Directors then
in office may suspend the exercisability of the Rights for a period of up
to 60 days following the date on which the event described in Section
11(a)(ii) shall have occurred to the extent that such directors have not
determined whether to exercise the Company's right of election under this
Section 11(a)(iii). In the event of any such suspension, the Company shall
issue a public announcement stating that the exercisability of the Rights
has been temporarily suspended.

         (B) In case the Company shall fix a record date for the issuance
of rights, options or warrants to all holders of Preferred Shares entitling
them (for a period expiring within 45 calendar days after such record date)
to subscribe for or purchase Preferred Shares (or shares having the same
rights, privileges and preferences as the Preferred Shares ("equivalent
preferred shares")) or securities convertible into Preferred Shares or
equivalent preferred shares at a price per Preferred Share or equivalent
preferred share (or having a conversion price per share, in the case of a
security convertible into Preferred Shares or equivalent preferred shares)
less than the then current per share market price of the



                                   14





Preferred Shares (as defined in Section 11(d)) on such record date, the
Exercise Price to be in effect after such record date shall be determined
by multiplying the Exercise Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the number of
Preferred Shares outstanding on such record date plus the number of
Preferred Shares which the aggregate offering price of the total number of
Preferred Shares and/or equivalent preferred shares so to be offered
(and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such current market price
and the denominator of which shall be the number of Preferred Shares
outstanding on such record date plus the number of additional Preferred
Shares and/or equivalent preferred shares to be offered for subscription or
purchase (or into which the convertible securities so to be offered are
initially convertible); provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable
upon exercise of one Right. In case such subscription price may be paid in
a consideration part or all of which shall be in a form other than cash,
the value of such consideration shall be as determined in good faith by the
Board of Directors of the Company, whose determination shall be described
in a statement filed with the Rights Agent and shall be binding on the
Rights Agent. Preferred Shares owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such
computation. Such adjustment shall be made successively whenever such a
record date is fixed; and if such rights, options or warrants are not so
issued, the Exercise Price shall be adjusted to be the Exercise Price which
would then be in effect if such record date had not been fixed.

         (C) In case the Company shall fix a record date for the making of
a distribution to all holders of the Preferred Shares (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of
indebtedness or assets (other than a regular quarterly cash dividend or a
dividend payable in Preferred Shares) or subscription rights or warrants
(excluding those referred to in Section 11(b) hereof), the Exercise Price
to be in effect after such record date shall be determined by multiplying
the Exercise Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the then current per share market
price of the Preferred Shares on such record date, less the fair market
value (as determined in good faith by the Board of Directors of the
Company, whose determination shall be described in a statement filed with
the Rights Agent) of the portion of the assets or evidences of indebtedness
so to be distributed or of such subscription rights or warrants applicable
to one Preferred Share and the denominator of which shall be such current
per share market price of the Preferred Shares; provided, however, that in
no event shall the consideration to be paid upon the exercise of one Right
be less than the aggregate par value of the shares of capital stock of the
Company to be issued upon exercise of one Right. Such adjustments shall be
made successively whenever such a record date is fixed; and if such
distribution is not so made, the Exercise Price shall again be adjusted to
be the Exercise Price which would then be in effect if such record date had
not been fixed.




                                       15





         (D) (i) For the purpose of any computation hereunder, other than
under Section 11(a)(iii) hereof, the "current per share market price" of
any security (a "Security" for the purpose of this Section 11(d)(i)) on any
date shall be deemed to be the average of the daily closing prices per
share of such Security for the 30 consecutive Trading Days (as such term is
hereinafter defined) immediately prior to such date, and for the purpose of
any computation under Section 11(a)(iii) hereof, the "current per share
market price" of a Security on any date shall be deemed to be the average
of the daily closing prices per share of such Security for thirty (30)
consecutive Trading Days immediately following such date; provided,
however, that if the current per share market price of the Security is
determined during a period following the announcement by the issuer of such
Security of (A) a dividend or distribution on such Security payable in
shares of such Security or securities convertible into such shares (other
than the Rights), or (B) any subdivision, combination or reclassification
of such Security and prior to the expiration of 30 Trading Days after the
ex-dividend date for such dividend or distribution, or the record date for
such subdivision, combination or reclassification, then, and in each such
case, the "current per share market price" shall be appropriately adjusted
to reflect the current market price per share equivalent (ex-dividend) of
such Security. The closing price for each day shall be the last sale price,
regular way, or, in case no such sale takes place on such day, the average
of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on The New York Stock
Exchange, Inc. ("NYSE") or, if the Security is not listed or admitted to
trading on the NYSE, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal
national securities exchange on which the Security is listed or admitted to
trading or, if the Security is not listed or admitted to trading on any
national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter
market, as reported by any automated quotation system operated by The
Nasdaq Stock Market, Inc. ("Nasdaq") or such other system then in use, or,
if on any such date the Security is not quoted by any such organization,
the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Security selected by the
Board of Directors of the Company. If on any such date no market maker is
making a market in the Security, the fair value of such Security on such
date (as determined in good faith by the Board of Directors of the Company)
shall be used. The term "Trading Day" shall mean a day on which the
principal national securities exchange on which the Security is listed or
admitted to trading is open for the transaction of business or, if the
Security is not listed or admitted to trading on any national securities
exchange, a Business Day.

                  (ii) For the purpose of any computation hereunder, the
"current per share market price" of the Preferred Shares shall be
determined in accordance with the method set forth in Section 11(d)(i). If
the Preferred Shares are not publicly traded, the "current per share market
price" of the Preferred Shares shall be conclusively deemed to be the
current per share market price of the Common Shares of the Company as
determined pursuant to Section 11(d)(i) (appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the
date hereof), multiplied by one thousand. If neither the Common Shares of
the Company nor the Preferred Shares are publicly held or so listed



                                   16





or traded, "current per share market price" shall mean the fair value per
share as determined in good faith by the Board of Directors of the Company,
whose determination shall be described in a statement filed with the Rights
Agent.

         (E) Anything herein to the contrary notwithstanding, no adjustment
in the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Exercise Price;
provided, however, that any adjustments which by reason of this Section
11(e) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section
11 shall be made to the nearest cent or to the nearest one ten-millionth of
a Preferred Share or one ten-thousandth of any other share or security, as
the case may be. Notwithstanding the first sentence of this Section 11(e),
any adjustment required by this Section 11 shall be made no later than the
earlier of (i) three years from the date of the transaction which requires
such adjustment or (ii) the date of the expiration of the right to exercise
any Rights.

         (F) If as a result of an adjustment made pursuant to Section 11(a)
or Section 13(a) hereof, the holder of any Right thereafter exercised shall
become entitled to receive any shares of capital stock of the Company other
than Preferred Shares, thereafter the number of such other shares so
receivable upon exercise of any Right shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the Preferred Shares contained in this
Section 11, and the provisions of Sections 7, 9, 10, 13 and 14 with respect
to the Preferred Shares shall apply on like terms to any such other shares.

         (G) All Rights originally issued by the Company subsequent to any
adjustment made to the Exercise Price hereunder shall evidence the right to
purchase, at the adjusted Exercise Price, the number of one one-thousandths
of a Preferred Share purchasable from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as provided herein.

         (H) Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the Exercise Price as a
result of the calculations made in Sections 11(b) and (c), each Right
outstanding immediately prior to the making of such adjustment shall
thereafter evidence the right to purchase, at the adjusted Exercise Price,
that number of one one-thousandths of a Preferred Share (calculated to the
nearest ten- millionth of a Preferred Share) obtained by (i) multiplying
(x) the number of one- thousandths of a share covered by a Right
immediately prior to this adjustment by (y) the Exercise Price in effect
immediately prior to such adjustment of the Exercise Price and (ii)
dividing the product so obtained by the Exercise Price in effect
immediately after such adjustment of the Exercise Price.

         (I) The Company may elect on or after the date of any adjustment
of the Exercise Price to adjust the number of Rights, in substitution for
any adjustment in the number of one-thousandths of a Preferred Share
purchasable upon the exercise of a Right. Each of the Rights outstanding
after such adjustment of the number of Rights shall be



                                    17





exercisable for the number of one-thousandths of a Preferred Share for
which a Right was exercisable immediately prior to such adjustment. Each
Right held of record prior to such adjustment of the number of Rights shall
become that number of Rights (calculated to the nearest ten-thousandth)
obtained by dividing the Exercise Price in effect immediately prior to
adjustment of the Exercise Price by the Exercise Price in effect
immediately after adjustment of the Exercise Price. The Company shall make
a public announcement of its election to adjust the number of Rights,
indicating the record date for the adjustment, and, if known at the time,
the amount of the adjustment to be made. This record date may be the date
on which the Exercise Price is adjusted or any day thereafter, but, if the
Right Certificates have been issued, shall be at least 10 days later than
the date of the public announcement. If Right Certificates have been
issued, upon each adjustment of the number of Rights pursuant to this
Section 11(i), the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Right Certificates on such record date
Right Certificates evidencing, subject to Section 14 hereof, the additional
Rights to which such holders shall be entitled as a result of such
adjustment, or, at the option of the Company, shall cause to be distributed
to such holders of record in substitution and replacement for the Right
Certificates held by such holders prior to the date of adjustment, and upon
surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled after
such adjustment. Right Certificates so to be distributed shall be issued,
executed and countersigned in the manner provided for herein and shall be
registered in the names of the holders of record of Right Certificates on
the record date specified in the public announcement.

         (J) Irrespective of any adjustment or change in the Exercise Price
or the number of one-thousandths of a Preferred Share issuable upon the
exercise of the Rights, the Right Certificates theretofore and thereafter
issued may continue to express the Exercise Price and the number of
one-thousandths of a Preferred Share which were expressed in the initial
Right Certificates issued hereunder.

         (K) Before taking any action that would cause an adjustment
reducing the Exercise Price below one one-thousandth of the then par value,
if any, of the Preferred Shares issuable upon exercise of the Rights, the
Company shall take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and legally
issue fully paid and nonassessable Preferred Shares at such adjusted
Exercise Price.

         (L) In any case in which this Section 11 shall require that an
adjustment in the Exercise Price be made effective as of a record date for
a specified event, the Company may elect to defer until the occurrence of
such event the issuing to the holder of any Right exercised after such
record date of the Preferred Shares and other capital stock or securities
of the Company, if any, issuable upon such exercise over and above the
Preferred Shares and other capital stock or securities of the Company, if
any, issuable upon such exercise on the basis of the Exercise Price in
effect prior to such adjustment; provided, however, that the Company shall
deliver to such holder a due bill or other



                                       18





appropriate instrument evidencing such holder's right to receive such
additional shares upon the occurrence of the event requiring such
adjustment.

         (M) Anything in this Section 11 to the contrary notwithstanding,
the Company shall be entitled to make such reductions in the Exercise
Price, in addition to those adjustments expressly required by this Section
11, as and to the extent that it in its sole discretion shall determine to
be advisable in order that any consolidation or subdivision of the
Preferred Shares, issuance wholly for cash of any Preferred Shares at less
than the current market price, issuance wholly for cash of Preferred Shares
or securities which by their terms are convertible into or exchangeable for
Preferred Shares, dividends on Preferred Shares payable in Preferred Shares
or issuance of rights, options or warrants referred to hereinabove in
Section 11(b), hereafter made by the Company to holders of its Preferred
Shares shall not be taxable to such shareholders.

         (N) If at any time after the date of this Agreement and prior to
the Distribution Date, the Company shall (i) declare or pay any dividend on
the Common Shares payable in Common Shares or (ii) effect a subdivision,
combination or consolidation of the Common Shares (by reclassification or
otherwise than by payment of dividends in Common Shares) into a greater or
lesser number of Common Shares, then in any such case (i) the number of
one-thousandths of a Preferred Share purchasable after such event upon
proper exercise of each Right shall be determined by multiplying the number
of one-thousandths of a Preferred Share so purchasable immediately prior to
such event by a fraction, the numerator of which is the number of Common
Shares outstanding immediately before such event and the denominator of
which is the number of Common Shares outstanding immediately after such
event, and (ii) each Common Share outstanding immediately after such event
shall have issued with respect to it that number of Rights which each
Common Share outstanding immediately prior to such event had issued with
respect to it. The adjustments provided for in this Section 11(n) shall be
made successively whenever such a dividend is declared or paid or such a
subdivision, combination or consolidation is effected.

         (O) So long as the shares issuable upon the exercise of the Rights
may be listed on any national securities exchange or quotation service, the
Company shall use its best efforts to cause, from and after such time as
the Rights become exercisable, all shares reserved for such issuance to be
listed on such exchange or quotation service upon official notice of
issuance upon such exercise.

         (P) The Company shall use its best efforts to (i) file, as soon as
practicable following the first occurrence of a Triggering Event, a
registration statement under the Securities Act with respect to the
securities purchasable upon exercise of the Rights on an appropriate form,
(ii) cause such registration statement to become effective as soon as
practicable after such filing and (iii) cause such registration statement
to remain effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the Expiration Date. The Company
will also take such action with respect thereto as may be appropriate under
the blue sky laws of the various states. The Company may temporarily



                                     19





suspend, for a period of time not to exceed 90 days, the exercisability of
the Rights in order to prepare and file such registration statement or in
order to comply with such blue sky laws. Upon any such suspension, the
Company shall issue a public announcement stating that the exercisability
of the Rights has been temporarily suspended.

         Section 23. Certificate of Adjusted Exercise Price or Number of
Shares. Whenever an adjustment is made as provided in Section 11 or 13
hereof, the Company shall promptly (a) prepare a certificate setting forth
such adjustment, and a brief statement of the facts accounting for such
adjustment, (b) file with the Rights Agent and with each transfer agent for
the Common Shares or the Preferred Shares a copy of such certificate and
(c) mail a brief summary thereof to each holder of a Right Certificate in
accordance with Section 25 hereof. The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment therein
contained and may assume that no adjustment has been made unless and until
it shall have received such certificate.

         Section 24. Consolidation, Merger or Sale or Transfer of Assets or 
Earning Power.

         (A) If after the Shares Acquisition Date, directly or indirectly,
(x) the Company shall consolidate with, or merge with and into, any other
Person, (y) any Person shall consolidate with the Company, or merge with
and into the Company and the Company shall be the continuing or surviving
corporation of such merger and, in connection with such merger, all or part
of the Common Shares shall be changed into or exchanged for stock or other
securities of any other Person (or the Company) or cash or any other
property, or (z) the Company shall sell or otherwise transfer (or one or
more of its Subsidiaries shall sell or otherwise transfer), in one or more
transactions, assets or earning power aggregating 50% or more of the assets
or earning power of the Company and its Subsidiaries (taken as a whole) to
any Person or Persons other than the Company or one or more of its
wholly-owned Subsidiaries, then, and in each such case, proper provision
shall be made so that (i) each holder of a Right (except as otherwise
provided herein) shall thereafter have the right to receive, upon the
exercise thereof at a price equal to the then current Exercise Price
multiplied by the number of one-thousandths of a Preferred Share for which
a Right is then exercisable, in accordance with the terms of this Agreement
and in lieu of Preferred Shares, such number of validly authorized and
issued, fully paid, non-assessable and freely tradeable Common Shares of
the Principal Party (as hereinafter defined), free and clear of all liens,
rights of call or first refusal, encumbrances or other adverse claims, as
shall equal the result obtained by (A) multiplying the then current
Exercise Price by the number of one-thousandths of a Preferred Share for
which a Right is then exercisable (or, if such Right is not then
exercisable for a number of one-thousandths of a Preferred Share, the
number of such fractional shares for which it was exercisable immediately
prior to an event described under Section 11(a)(ii) hereof) and dividing
that product by (B) 50% of the then current per share market price of the
Common Shares of such Principal Party (determined pursuant to Section 11(d)
hereof) on the date of consummation of such consolidation, merger, sale or
transfer; (ii) such Principal Party shall thereafter be liable for, and
shall assume, by virtue of such consolidation, merger, sale or transfer, or
otherwise, all the obligations and duties of the Company pursuant to this
Agreement; (iii) the term "Company"



                                     20





shall thereafter be deemed to refer to such Principal Party; and (iv) such
Principal Party shall take such steps (including, but not limited to, the
reservation of a sufficient number of its Common Shares in accordance with
Section 9 hereof) in connection with such consummation as may be necessary
to assure that the provisions hereof shall thereafter be applicable, as
nearly as reasonably may be, in relation to its Common Shares thereafter
deliverable upon the exercise of the Rights.

         (B) "Principal Party" shall mean:

                  (i) In the case of any transaction described in (x) or
(y) of the first sentence of Section 13(a), the Person that is the issuer
of any securities into which Common Shares of the Company are converted in
such merger or consolidation, and if no securities are so issued, the
Person that is the surviving entity of such merger or consolidation
(including the Company if applicable); and

                  (ii) in the case of any transaction described in (z) of
the first sentence in Section 13(a), the Person that is the party receiving
the greatest portion of the assets or earning power transferred pursuant to
such transaction or transactions;

provided, however, that in any such case described in clauses (b)(i) and
(b)(ii): (1) if the Common Shares of such Person are not at such time and
have not been continuously over the preceding 12-month period registered
under Section 12 of the Exchange Act, and such Person is a direct or
indirect Subsidiary of another Person the Common Shares of which are and
have been so registered, "Principal Party" shall refer to such other
Person; (2) in case such Person is a Subsidiary, directly or indirectly, of
more than one Person, the Common Shares of two or more of which are and
have been so registered, "Principal Party" shall refer to whichever of such
Persons is the issuer of the Common Shares having the greatest aggregate
market value; and (3) in case such Person is owned, directly or indirectly,
by a joint venture formed by two or more Persons that are not owned,
directly or indirectly, by the same Person, the rules set forth in (1) and
(2) above shall apply to each of the chains of ownership having an interest
in such joint venture as if such party were a "Subsidiary" of both or all
of such joint venturers and the Principal Parties in each such chain shall
bear the obligations set forth in this Section 13 in the same ratio as
their direct or indirect interests in such Person bear to the total of such
interests.

         (C) The Company shall not consummate any such consolidation,
merger, sale or transfer unless the Principal Party shall have sufficient
Common Shares authorized to permit the full exercise of the Rights and
prior thereto the Company and such Principal Party shall have executed and
delivered to the Rights Agent a supplemental agreement providing for the
terms set forth in paragraphs (a) and (b) of this Section 13 and further
providing that, as soon as practicable after the date of any consolidation,
merger or sale of assets mentioned in paragraph (a) of this Section 13, the
Principal Party will:

                  (i) prepare and file a registration statement under the
Securities Act, with respect to the Rights and the securities purchasable
upon exercise of the Rights on an



                                   21





appropriate form, and will use its best efforts to cause such registration
statement to (A) become effective as soon as practicable after such filing
and (B) remain effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the Expiration Date;

                  (ii) deliver to holders of the Rights historical
financial statements for the Principal Party and each of its Affiliates
which comply in all respects with the requirements for registration on Form
10 under the Exchange Act; and

                  (iii) take such actions as may be necessary or
appropriate under the blue sky laws of the various states. The provisions
of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers. If one of the transactions
described in Section 13(a) hereof shall occur at any time after the
occurrence of a transaction described in Section 11(a)(ii) hereof, the
Rights which have not theretofore been exercised shall thereafter become
exercisable in the manner described in Section 13(a).

         Section 25.  Fractional Rights and Fractional Shares.

         (A) The Company shall not be required to issue fractions of Rights
or to distribute Right Certificates which evidence fractional Rights. In
lieu of such fractional Rights, there may be paid to the registered holders
of the Right Certificates with regard to which such fractional Rights would
otherwise be issuable, an amount in cash equal to the same fraction of the
current market value of a whole Right. For the purposes of this Section
14(a), the current market value of a whole Right shall be the closing price
of the Rights for the Trading Day immediately prior to the date on which
such fractional Rights would have been otherwise issuable. The closing
price for any day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed
or admitted to trading on NYSE or, if the Rights are not listed or admitted
to trading on NYSE, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal
national securities exchange on which the Rights are listed or admitted to
trading or, if the Rights are not listed or admitted to trading on any
national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter
market, as reported by Nasdaq or such other system then in use or, if on
any such date the Rights are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Rights selected by the Board of
Directors of the Company. If on any such date no such market maker is
making a market in the Rights, the fair value of the Rights on such date as
determined in good faith by the Board of Directors of the Company shall be
used.

         (B) The Company shall not be required to issue fractions of
Preferred Shares (other than fractions which are integral multiples of one
one-thousandth of a Preferred Share) upon exercise of the Rights or to
distribute certificates which evidence fractional



                                    22





Preferred Shares (other than fractions which are integral multiples of one
one-thousandth of a Preferred Share). Fractions of Preferred Shares in
integral multiples of one one-thousandth of a Preferred Share may, at the
election of the Company, be evidenced by depositary receipts, pursuant to
an appropriate agreement between the Company and a depositary selected by
it; provided, that such agreement shall provide that the holders of such
depositary receipts shall have all the rights, privileges and preferences
to which they are entitled as beneficial owners of the Preferred Shares
represented by such depositary receipts. In lieu of fractional Preferred
Shares that are not integral multiples of one one-thousandth of a Preferred
Share, the Company may pay to the registered holders of Right Certificates
at the time such Rights are exercised as herein provided an amount in cash
equal to the same fraction of the current market value of one
one-thousandth of a Preferred Share. For the purposes of this Section
14(b), the current market value of one one-thousandth of a Preferred Share
shall be one one-thousandth of the closing price of a Preferred Share (as
determined pursuant to the second sentence of Section 11(d)(i) hereof) for
the Trading Day immediately prior to the date of such exercise.

         (C) Following the occurrence of a Triggering Event, the Company
shall not be required to issue fractions of Common Shares upon exercise of
the Rights or to distribute certificates which evidence fractional Common
Shares. In lieu of fractional Common Shares, the Company may pay to the
registered holders of Right Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same fraction
of the current market value of one Common Share. For purposes of this
Section 14(c), the current market value of one Common Share shall be the
closing price of one Common Share (as determined pursuant to the second
sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior
to the date of such exercise.

         (D) The holder of a Right by the acceptance of the Right expressly
waives his right to receive any fractional Rights or any fractional shares
upon exercise of a Right (except as provided above).

         Section 26. Rights of Action. All rights of action in respect of
this Agreement, excepting the rights of action given to the Rights Agent
under Section 18 hereof, are vested in the respective registered holders of
the Right Certificates (and, prior to the Distribution Date, the registered
holders of the Common Shares); and any registered holder of any Right
Certificate (or, prior to the Distribution Date, of the Common Shares),
without the consent of the Rights Agent or of the holder of any other Right
Certificate (or, prior to the Distribution Date, of the Common Shares),
may, in his own behalf and for his own benefit, enforce, and may institute
and maintain any suit, action or proceeding against the Company to enforce,
or otherwise act in respect of, his right to exercise the Rights evidenced
by such Right Certificate in the manner provided in such Right Certificate
and in this Agreement. Without limiting the foregoing or any remedies
available to the holders of Rights, it is specifically acknowledged that
the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and will be entitled to specific performance of
the obligations under, and injunctive relief against actual or threatened
violations of the obligations of any Person subject to, this Agreement.



                                    23





         Section 27.  Agreement of Right Holders.  Every holder of a Right, by 
accepting the same, consents and agrees with the Company and the Rights Agent 
and with every other holder of a Right that:

         (A) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of the Common Shares;

         (B) after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered
at the office of the Rights Agent designated for such purposes, duly
endorsed or accompanied by a proper instrument of transfer and with
appropriate forms and certificates fully executed;

         (C) the Company and the Rights Agent may deem and treat the person
in whose name the Right Certificate (or, prior to the Distribution Date,
the associated Common Shares certificate) is registered as the absolute
owner thereof and of the Rights evidenced thereby (notwithstanding any
notations of ownership or writing on the Right Certificates or the
associated Common Shares certificate made by anyone other than the Company
or the Rights Agent) for all purposes whatsoever, and neither the Company
nor the Rights Agent shall be affected by any notice to the contrary; and

         (D) notwithstanding anything in this Agreement to the contrary,
neither the Company nor the Rights Agent shall have any liability to any
holder of a Right or any other Person as a result of its inability to
perform any of its obligations under this Agreement by reason of any
preliminary or permanent injunction or other order, decree or ruling issued
by a court of competent jurisdiction or by a governmental, regulatory or
administrative agency or commission, or any statute, rule, regulation or
executive order promulgated or enacted by any governmental authority
prohibiting or otherwise restraining performance of such obligation.

         Section 28.  Right Certificate Holder Not Deemed a Shareholder. No
holder, as such, of any Right Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the Preferred
Shares or any other securities of the Company which may at any time be
issuable on the exercise of the Rights represented thereby, nor shall
anything contained herein or in any Right Certificate be construed to
confer upon the holder of any Right Certificate, as such, any of the rights
of a shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting
thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting shareholders (except
as provided in Section 25 hereof), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by such Right
Certificate shall have been exercised in accordance with the provisions
hereof.

         Section 29.  Concerning the Rights Agent.  The Company agrees to pay 
to the Rights Agent reasonable compensation for all services rendered by it 
hereunder and, from time to time, on demand of the Rights Agent, its reasonable 
expenses and counsel fees



                                     24





and other disbursements incurred in the administration and execution of
this Agreement and the exercise and performance of its duties hereunder.
The Company also agrees to indemnify the Rights Agent for, and to hold it
harmless against, any loss, liability, or expense, incurred without
negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection with
the acceptance and administration of this Agreement, including the costs
and expenses of defending against any claim of liability in the premises.

         The Rights Agent shall be protected and shall incur no liability
for, or in respect of any action taken, suffered or omitted by it in
connection with, its administration of this Agreement in reliance upon any
Right Certificate or certificate for the Preferred Shares or Common Shares
or for other securities of the Company, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter, notice,
direction, consent, certificate, statement, or other paper or document
believed by it to be genuine and to be signed, executed and, where
necessary, verified or acknowledged, by the proper person or persons, or
otherwise upon the advice of counsel as set forth in Section 20 hereof.

         Section 30. Merger or Consolidation or Change of Name of Rights
Agent. Any corporation or other entity into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be consolidated,
or any corporation or other entity resulting from any merger or
consolidation to which the Rights Agent or any successor Rights Agent shall
be a party, or any corporation or other entity succeeding to the stock
transfer or corporate trust business of the Rights Agent or any successor
Rights Agent, shall be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto; provided, that such corporation
or other entity would be eligible for appointment as a successor Rights
Agent under the provisions of Section 21 hereof. In case at the time such
successor Rights Agent shall succeed to the agency created by this
Agreement, any of the Right Certificates shall have been countersigned but
not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent
may countersign such Right Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights Agent; and
in all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Agreement.

         In case at any time the name of the Rights Agent shall be changed
and at such time any of the Right Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Right Certificates so
countersigned; and in case at that time any of the Right Certificates shall
not have been countersigned, the Rights Agent may countersign such Right
Certificates either in its prior name or in its changed name; and in all
such cases such Right Certificates shall have the full force provided in
the Right Certificates and in this Agreement.




                                      25





         Section 31. Duties of Rights Agent. The Rights Agent undertakes
the duties and obligations imposed by this Agreement upon the following
terms and conditions, by all of which the Company and the holders of Right
Certificates, by their acceptance thereof, shall be bound:

         (A) The Rights Agent may consult with legal counsel (who may be
legal counsel for the Company), and the opinion of such counsel shall be
full and complete authorization and protection to the Rights Agent as to
any action taken or omitted by it in good faith and in accordance with such
opinion.

         (B) Whenever in the performance of its duties under this Agreement
the Rights Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by any one of the Chairman
of the Board, any Vice-Chairman, the President, any Vice President, the
Treasurer or the Secretary of the Company and delivered to the Rights
Agent; and such certificate shall be full authorization to the Rights Agent
for any action taken or suffered in good faith by it under the provisions
of this Agreement in reliance upon such certificate.

         (C) The Rights Agent shall be liable hereunder to the Company and
any other Person only for all losses, liabilities, costs, damages and
expenses (including attorneys' fees) arising out of, or in connection with,
the Rights Agent's negligence, bad faith or willful misconduct. Anything to
the contrary notwithstanding, in no event shall the Rights Agent be liable
for any special, indirect, consequential or incidental loss or damage of
any kind whatsoever (including but not limited to lost profits), even if
the Rights Agent has been advised of the likelihood of such loss or damage.

         (D) The Rights Agent shall not be liable for or by reason of any
of the statements of fact or recitals contained in this Agreement or in the
Right Certificates (except its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be
deemed to have been made by the Company only.

         (E) The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Rights Agent) or in respect
of the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or in
any Right Certificate; nor shall it be responsible for any change in the
exercisability of the Rights (including the Rights becoming void pursuant
to Section 7(e) hereof) or any adjustment in the terms of the Rights
(including the manner, method or amount thereof) provided for in Section 3,
11, 13, 23 or 24, or the ascertaining of the existence of facts that would
require any such change or adjustment (except with respect to the exercise
of Rights evidenced by Right Certificates after receipt of a certificate
furnished pursuant to Section 12 describing a change or adjustment); nor
shall it by any act hereunder be deemed to make



                                      26





any representation or warranty as to the authorization or reservation of
any Preferred Shares or Common Shares to be issued pursuant to this
Agreement or any Right Certificate or as to whether any Preferred Shares or
Common Shares will, when issued, be validly authorized and issued, fully
paid and nonassessable.

         (F) The Company agrees that it will perform, execute, acknowledge
and deliver or cause to be performed, executed, acknowledged and delivered
all such further and other acts, instruments and assurances as may
reasonably be required by the Rights Agent for the carrying out or
performing by the Rights Agent of the provisions of this Agreement.

         (G) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from
any one of the Chairman of the Board, any Vice-Chairman, the President, any
Vice President, the Treasurer or the Secretary of the Company, and to apply
to such officers for advice or instructions in connection with its duties,
and it shall not be liable for any action taken or suffered by it in good
faith in accordance with instructions of any such officer or for any delay
in acting while waiting for those instructions. Any application by the
Rights Agent for written instructions from the Company may, at the option
of the Rights Agent, set forth in writing any action proposed to be taken
or omitted by the Rights Agent under this Agreement and the date on and/or
after which such action shall be taken or such omission shall be effective.
The Rights Agent shall not be liable for any action taken by, or omission
of, the Rights Agent in accordance with a proposal included in any such
application on or after the date specified in such application (which date
shall not be less than five Business Days after the date any officer of the
Company actually receives such application, unless any such officer shall
have consented in writing to an earlier date) unless, prior to taking any
such action (or the effective date in the case of an omission), the Rights
Agent shall have received written instructions in response to such
application specifying the action to be taken or omitted.

         (H) The Rights Agent and any shareholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or
other securities of the Company or its Subsidiaries or become pecuniarily
interested in any transaction in which the Company or its Subsidiaries may
be interested, or contract with or lend money to the Company or its
Subsidiaries or otherwise act as fully and freely as though it were not
Rights Agent under this Agreement. Nothing herein shall preclude the Rights
Agent from acting in any other capacity for the Company or its Subsidiaries
or for any other legal entity.

         (I) The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or
by or through its attorneys or agents, and the Rights Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of
any such attorneys or agents or for any loss to the Company resulting from
any such act, default, neglect or misconduct, provided reasonable care was
exercised in the selection and continued employment thereof.




                                      27





         (J) If, with respect to any Right Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate attached to the form
of assignment or form of election to purchase, as the case may be, has
either not been completed or indicates an affirmative response to clause 1
and/or 2 thereof, the Rights Agent shall not take any further action with
respect to such requested exercise or transfer without first consulting
with the Company.

         Section 32. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under
this Agreement upon 30 days' notice in writing mailed to the Company and to
each transfer agent of the Common Shares or Preferred Shares by registered
or certified mail, and to the holders of the Right Certificates by
first-class mail. The Company may remove the Rights Agent or any successor
Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent of
the Common Shares or Preferred Shares by registered or certified mail, and
to the holders of the Right Certificates by first-class mail. If the Rights
Agent shall resign or be removed or shall otherwise become incapable of
acting, the Company shall appoint a successor to the Rights Agent. If the
Company shall fail to make such appointment within a period of 30 days
after giving notice of such removal or after it has been notified in
writing of such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of a Right Certificate (who shall, with such
notice, submit his Right Certificate for inspection by the Company), then
the registered holder of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a
court, shall be a corporation, bank or other entity organized and doing
business under the laws of the United States or of any other state of the
United States, which is authorized under such laws to exercise corporate
trust or stock transfer powers and is subject to supervision or examination
by federal or state authority and which, at the time of its appointment as
Rights Agent, (a) has a combined capital and surplus of at least
$100,000,000 or (b) is an affiliate of an entity having a combined capital
and surplus of at least $100,000,000. After appointment, the successor
Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and
transfer to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose. Not later than the effective date of any
such appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Shares or
Preferred Shares, and mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided for
in this Section 21, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent or
the appointment of the successor Rights Agent, as the case may be.

         Section 33.  Issuance of New Right Certificates.  Notwithstanding any 
of the provisions of this Agreement or of the Rights to the contrary, the 
Company may, at its option, issue new Right Certificates evidencing Rights in 
such form as may be approved



                                      28





by its Board of Directors to reflect any adjustment or change in the
Exercise Price and the number or kind or class of shares or other
securities or property purchasable under the Right Certificates made in
accordance with the provisions of this Agreement.

         Section 34.  Redemption.

         (A) The Board of Directors of the Company may, at its option, at
any time prior to such time as any Person becomes an Acquiring Person,
redeem all but not less than all of the then outstanding Rights at a
redemption price of $.01 per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the
"Redemption Price"). The Company may, at its option, pay the Redemption
Price in cash, Common Shares (based on the current per share market price
of the Common Shares at the time of redemption) or any other form of
consideration deemed appropriate by the Board of Directors. The redemption
of the Rights by the Board of Directors may be made effective at such time
on such basis and with such conditions as the Board of Directors in its
sole discretion may establish. If redemption of the Rights is to be
effective as of a future date, the Rights shall continue to be exercisable,
subject to Section 7 hereof, until the effective date of the redemption,
provided that nothing contained herein shall preclude the Board of
Directors from subsequently causing the Rights to be redeemed at a date
earlier than the scheduled effective date of the redemption.

         (B) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights (or at the effective time of
such redemption established by the Board of Directors of the Company
pursuant to paragraph (a) of this Section 23), and without any further
action and without any notice, the right to exercise the Rights will
terminate and the only right thereafter of the holders of Rights shall be
to receive the Redemption Price. The Company shall promptly give public
notice of any such redemption; provided, however, that the failure to give,
or any defect in, any such notice shall not affect the validity of such
redemption. Within 10 days after such action of the Board of Directors
ordering the redemption of the Rights or, if later, the effectiveness of
the redemption of the Rights pursuant to the last sentence of paragraph
(a), the Company shall mail a notice of redemption to all the holders of
the then outstanding Rights at their last addresses as they appear upon the
registry books of the Rights Agent or, prior to the Distribution Date, on
the registry books of the transfer agent for the Common Shares. Any notice
which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the Redemption
Price will be made. The Company may, at its option, discharge all of its
obligations with respect to the Rights by (i) issuing a press release
announcing the manner of redemption of the Rights, (ii) depositing with a
bank or trust company having a capital and surplus of at least
$100,000,000, funds necessary for such redemption, in trust, to be applied
to the redemption of the Rights so called for redemption and (iii)
arranging for the mailing of the Redemption Price to the registered holders
of the Rights. Upon such action, all outstanding Right Certificates shall
be null and void without further action by the Company. Neither the Company
nor any of its Affiliates



                                     29





or Associates may redeem, acquire or purchase for value any Rights at any
time in any manner other than that specifically set forth in this Section
23, in Section 24 hereof, or in connection with the purchase of Common
Shares prior to the Distribution Date.

         Section 35.  Exchange.

         (A) The Company may, at its option, at any time after a Triggering
Event, upon resolution of a majority of the Board of Directors, exchange
all or part of the then outstanding and exercisable Rights (which shall not
include Rights that have become void pursuant to the provisions of Section
7(e) hereof) for Common Shares at an exchange ratio of one Common Share per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such exchange ratio
being the "Exchange Ratio"). Notwithstanding the foregoing, the Company
shall not effect such an exchange at any time after any Person (other than
the Company, any Subsidiary of the Company, any employee benefit plan of
the Company or of any Subsidiary of the Company or any entity holding
Common Shares for or pursuant to the terms of any such plan) becomes the
Beneficial Owner of 50% or more of the then outstanding Common Shares.

         (B) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to paragraph (a) of
this Section 24 and without any further action and without any notice, the
right to exercise such Rights shall terminate and the only right thereafter
of a holder of such Rights shall be to receive that number of Common Shares
equal to the number of such Rights held by such holder multiplied by the
Exchange Ratio. The Company shall promptly give public notice of any such
exchange; provided, however, that the failure to give, or any defect in,
such notice shall not affect the validity of such exchange. The Company
promptly shall mail a notice of any such exchange to all of the holders of
such Rights at their last addresses as they appear upon the registry books
of the Rights Agent. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the
notice. Each such notice of exchange will state the method by which the
exchange of the Common Shares for Rights will be effected and, in the event
of any partial exchange, the number of Rights which will be exchanged. Any
partial exchange shall be effected pro rata based on the number of Rights
(other than Rights which have become void pursuant to the provisions of
Section 7(e) hereof) held by each holder of Rights.

         (C) In any exchange pursuant to this Section 24, the Company, at
its option, may substitute Preferred Shares (or equivalent preferred
shares, as such term is defined in Section 11(b) hereof) for Common Shares
exchangeable for Rights, at the initial rate of one-thousandth of a
Preferred Share (or equivalent preferred share) for each Common Share, as
appropriately adjusted to reflect adjustments in the Preferred Shares
pursuant to the terms thereof, so that the fraction of a Preferred Share
delivered in lieu of each Common Share shall have the same voting rights as
one Common Share.

         (D) If there shall not be sufficient Common Shares or Preferred
Shares issued but not outstanding or authorized but unissued to permit any
exchange of Rights as



                                       30





contemplated in accordance with this Section 24, the Company shall take all
such action as may be necessary to authorize additional Common Shares or
Preferred Shares for issuance upon exchange of the Rights.

         (E) The Company shall not be required to issue fractions of Common
Shares or to distribute certificates which evidence fractional Common
Shares. In lieu of such fractional Common Shares, the Company shall pay to
the registered holders of the Right Certificates with regard to which such
fractional Common Shares would otherwise be issuable an amount in cash
equal to the same fraction of the current market value of a whole Common
Share. For the purposes of this paragraph (e), the current market value of
a whole Common Share shall be the closing price of a Common Share (as
determined pursuant to the second sentence of Section 11(d)(i) hereof) for
the Trading Day immediately prior to the date of exchange pursuant to this
Section 24.

         Section 36.  Notice of Certain Events.

         (A) In case the Company shall propose at any time after the
Distribution Date (i) to pay any dividend payable in stock of any class to
the holders of its Preferred Shares or to make any other distribution to
the holders of its Preferred Shares (other than a regular quarterly cash
dividend), (ii) to offer to the holders of its Preferred Shares rights or
warrants to subscribe for or to purchase any additional Preferred Shares or
shares of stock of any class or any other securities, rights or options,
(iii) to effect any reclassification of its Preferred Shares (other than a
reclassification involving only the subdivision of outstanding Preferred
Shares), (iv) to effect any consolidation or merger into or with, or to
effect any sale or other transfer (or to permit one or more of its
Subsidiaries to effect any sale or other transfer), in one or more
transactions, of 50% or more of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect
the liquidation, dissolution or winding up of the Company, or (vi) to
declare or pay any dividend on the Common Shares payable in Common Shares
or to effect a subdivision, combination or consolidation of the Common
Shares (by reclassification or otherwise than by payment of dividends in
Common Shares), then, in each such case, the Company shall give to each
holder of a Right Certificate, in accordance with Section 26 hereof, a
notice of such proposed action, which shall specify the record date for the
purposes of such stock dividend, or distribution of rights or warrants, or
the date on which such reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the Common Shares and/or
Preferred Shares, if any such date is to be fixed, and such notice shall be
so given in the case of any action covered by clause (i) or (ii) above at
least 10 days prior to the record date for determining holders of the
Preferred Shares for purposes of such action, and in the case of any such
other action, at least 10 days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of the
Common Shares and/or Preferred Shares, whichever shall be the earlier.

         (B) In case the event set forth in Section 11(a)(ii) hereof shall
occur, then the Company shall as soon as practicable thereafter give to
each holder of a Right Certificate,



                                    31





in accordance with Section 26 hereof, a notice of the occurrence of such
event, which notice shall describe such event and the consequences of such
event to holders of Rights under Section 11(a)(ii) hereof.

         Section 37. Notices. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any
Right Certificate to or on the Company shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Rights Agent) as follows:

                      GATX Corporation
                      500 W. Monroe Street, 43rd Floor
                      Chicago, Illinois 60661
                      Attention: Corporate Secretary

Subject to the provisions of Section 21 hereof, any notice or demand
authorized by this Agreement to be given or made by the Company or by the
holder of any Right Certificate to or on the Rights Agent shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Company) as
follows:

                      ChaseMellon Shareholder Services, L.L.C.
                      450 West 33rd Street, 10th Floor
                      New York, New York 10001
                      Attention: Relationship Manager

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the
registry books of the Company. Notices or demands sent by mail shall be
deemed given or made three Business Days after the date on which they are
sent.

         Section 38. Supplements and Amendments. The Company may from time
to time supplement or amend this Agreement without the approval of any
holders of Right Certificates in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, or to make any other
provisions with respect to the Rights which the Company may deem necessary
or desirable, any such supplement or amendment to be evidenced by a writing
signed by the Company and the Rights Agent; provided, however, that from
and after such time as any Person becomes an Acquiring Person, this
Agreement shall not be amended in any manner which would adversely affect
the interests of the holders of Rights.

         Section 39.  Successors.  All the covenants and provisions of this 
Agreement by or for the benefit of the Company or the Rights Agent shall bind 
and inure to the benefit of their respective successors and assigns hereunder.




                                     32





         Section 40. Benefits of this Agreement. Nothing in this Agreement
shall be construed to give to any person or corporation other than the
Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common Shares) any
legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Right Certificates (and,
prior to the Distribution Date, the Common Shares).

         Section 41. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired
or invalidated.

         Section 42. Governing Law. This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of New York and for all purposes shall be governed by
and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.

         Section 43. Counterparts.  This Agreement may be executed in any 
number of counterparts and each of such counterparts shall for all purposes be 
deemed to be an original, and all such counterparts shall together constitute 
but one and the same instrument.

         Section 44. Descriptive Headings.  Descriptive headings of the several 
Sections of this Agreement are inserted for convenience only and shall not 
control or affect the meaning or construction of any of the provisions hereof.

         Section 45. Determinations and Actions by the Board of Directors.
The Board of Directors of the Company shall have the exclusive power and
authority to administer this Agreement and to exercise all rights and
powers specifically granted to the Board of Directors or the Company or as
may be necessary or advisable in the administration of this Agreement,
including, without limitation, the right and power to (i) interpret the
provisions of this Agreement, and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement (including
a determination to redeem or not redeem the Rights or to amend the
Agreement). All such actions, interpretations and determinations
(including, for purpose of clause (ii) below, all omissions with respect to
the foregoing) which are done or made by the Board of Directors in good
faith, shall (i) be final, conclusive and binding on the Company, the
Rights Agent, the holders of the Right Certificates and all other parties,
and (ii) not subject the Board of Directors to any liability to the holders
of the Right Certificates.

                                  * * * * *



                                      33





         IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and attested, all as of the day and year first above
written.


Attest:                                    GATX CORPORATION



By:      /s/ Janet Dongarra                By:      /s/ David B. Anderson
Name:    Janet Dongarra                    Name:    David B. Anderson
Title:   Assistant Secretary               Title:   VP Corporate Development,
                                                    General Counsel & Secretary


Attest:                                    CHASEMELLON SHAREHOLDER
                                              SERVICES, L.L.C.


By:      /s/ James Hagan                   By:      /s/ Thomas R. Watt
Name:    James Hagan                       Name:    Thomas R. Watt
Title:   Vice President                    Title:   Assistant Vice President



                                   34





                                                                  Exhibit A
                                                                  ----------

          CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
                                     OF
                              GATX CORPORATION

             Under Section 805 of the Business Corporation Law
             -------------------------------------------------

           We, the undersigned, being the [Vice] President and [Assistant]
Secretary, respectively, of GATX Corporation, a corporation incorporated
under the laws of the State of New York (the "Corporation"), HEREBY CERTIFY
THAT:

           1. The name of the Corporation is GATX Corporation. The name
under which the Corporation was formed is General American Tank Car
Corporation.

           2. The Certificate of Incorporation of the Corporation was filed
in the Department of State on July 5, 1916.

           3. A. The Certificate of Incorporation is hereby amended by the
addition of a provision stating the number, designation, relative rights,
preferences and limitations of the shares of a new series of Series 2
Junior Participating Preferred Stock as fixed by the Board of Directors of
the Corporation, as authorized by Article THIRD of the Certificate of
Incorporation.

               B. To effect the foregoing, the Certificate of Incorporation is 
hereby amended by adding the following provision as Article THIRD. F:

           THIRD. F:  A series of preferred stock, $1.00 par value per share, 
of the Corporation (such preferred stock being herein referred to as "Preferred 
Stock," which term shall include any additional shares of preferred stock of 
the same class heretofore or hereafter authorized to be issued by the 
Corporation), consisting of 120,000 shares is hereby created, and the number, 
designation, relative rights, preferences and limitations thereof, are 
as follows:

           Section 1. Designation and Number. There shall be a series of
Preferred Stock of the Corporation which shall be designated as "Series 2
Junior Participating Preferred Stock," $1.00 par value per share
(hereinafter called "Series 2 Junior Preferred Stock"), and the number of
shares constituting such series shall be 120,000. Such number of shares may
be increased or decreased by resolution of the Board of Directors of the
Corporation and by the filing of a Certificate of Amendment of Certificate
of Incorporation pursuant to the provisions of the New York Business
Corporation Law stating that such increase or reduction has been so
authorized; provided, however, that no decrease shall reduce the number of
shares of Series 2 Junior Preferred Stock to a number less than that of the
shares then outstanding plus the number of shares of Series 2 Junior
Preferred Stock issuable upon exercise of outstanding rights, options or
warrants or upon conversion of outstanding securities issued by the
Corporation.



                                   1





           Section 2.  Dividends and Distributions.

           (A) Subject to the prior and superior rights of the holders of
any shares of any series of Preferred Stock ranking prior and superior to
the shares of Series 2 Junior Preferred Stock with respect to dividends,
the holders of shares of Series 2 Junior Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors of the
Corporation out of funds legally available for such purpose, quarterly
dividends payable in cash to holders of record on the last business day of
March, June, September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series 2 Junior Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$1.00 and (b) subject to the provision for adjustment hereinafter set
forth, 1,000 times the aggregate per share amount of all cash dividends,
and 1,000 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock (hereinafter defined) or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise),
declared on the common stock, par value $0.625 per share, of the
Corporation (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share
of Series 2 Junior Preferred Stock. If the Corporation shall at any time
following July 24, 1998 (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock or
(iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the amount to which holders of shares of Series 2
Junior Preferred Stock were entitled immediately prior to such event under
clause (b) of the preceding sentence shall be adjusted by multiplying each
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

           (B) The Corporation shall declare a dividend or distribution on
the Series 2 Junior Preferred Stock as provided in paragraph (A) above at
the time it declares a dividend or distribution on the Common Stock (other
than a dividend payable in shares of Common Stock).

           (C) No dividend or distribution (other than a dividend payable
in shares of Common Stock) shall be paid or payable to the holders of
shares of Common Stock unless, prior thereto, all accrued but unpaid
dividends to the date of such dividend or distribution shall have been paid
to the holders of shares of Series 2 Junior Preferred Stock.

           (D) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series 2 Junior Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of
Series 2 Junior Preferred Stock, unless the date of issue of such shares is
prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of
issue of such



                                     2





shares, or unless the date of issue is a Quarterly Dividend Payment Date or
is a date after the record date for the determination of holders of shares
of Series 2 Junior Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events
such dividends shall begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series 2 Junior Preferred Stock
in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The
Board of Directors of the Corporation may fix a record date for the
determination of holders of shares of Series 2 Junior Preferred Stock
entitled to receive payment of a dividend or distribution declared thereon,
which record date shall be no more than 30 days prior to the date fixed for
the payment thereof.

           Section 3.  Voting Rights.  The holders of shares of Series 2 
Junior Preferred Stock shall have the following voting rights:

           (A) Subject to the provision for adjustment hereinafter set
forth, each one one-thousandth of a share of Series 2 Junior Preferred
Stock shall entitle the holder thereof to one vote on all matters submitted
to a vote of the shareholders of the Corporation. If the Corporation shall
at any time following July 24, 1998 (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding
shares of Common Stock or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the number of votes per
share to which holders of shares of Series 2 Junior Preferred Stock were
entitled immediately prior to such event shall be adjusted by multiplying
such number by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

           (B) Except as otherwise provided herein or in the Restated
Certificate of Incorporation, as amended from time to time, or by law, the
holders of shares of Series 2 Junior Preferred Stock and the holders of
shares of Common Stock and any other capital stock of the Corporation
having general voting rights shall vote together as one class on all
matters submitted to a vote of shareholders of the Corporation.

           (C) (i) Whenever, at any time or times, dividends payable on any
share or shares of Series 2 Junior Preferred Stock shall be in arrears in
an amount equal to at least six full quarterly dividends (whether or not
declared and whether or not consecutive), the holders of record of the
outstanding Preferred Stock shall have the exclusive right, voting
separately as a single class, to elect a total of two directors of the
Corporation. Such two directors shall be elected initially at a special
meeting of shareholders of the Corporation or at the Corporation's next
annual meeting of shareholders, and subsequently at each annual meeting of
shareholders, as provided below. The term of office of the two directors so
elected shall end on the date of the annual meeting following such
election. At elections for such directors, the holders of shares of Series
2 Junior Preferred Stock shall be entitled



                                      3





to cast one vote for each one one-thousandth of a share of Series 2 Junior
Preferred Stock held.

                  (ii) Upon the vesting of such right of the holders of the
Preferred Stock, the maximum authorized number of members of the Board of
Directors of the Corporation shall automatically be increased by two and
the two vacancies so created shall be filled by vote of the holders of the
outstanding Preferred Stock as hereinafter set forth. A special meeting of
the shareholders of the Corporation then entitled to vote shall be called
by the Chairman or the President or the Secretary of the Corporation, if
requested in writing by the holders of record of not less than 10% of the
Preferred Stock then outstanding. At such special meeting, or, if no such
special meeting shall have been called, then at the next annual meeting of
shareholders of the Corporation, the holders of the shares of the Preferred
Stock shall elect, voting as above provided, two directors of the
Corporation to fill the aforesaid vacancies created by the automatic
increase in the number of members of the Board of Directors of the
Corporation. The term of office of the two directors so elected shall end
on the date of the annual meeting following such election. At any and all
such meetings for such election, the holders of a majority of the
outstanding shares of the Preferred Stock shall be necessary to constitute
a quorum for such election, whether present in person or by proxy, and such
two directors shall be elected by the vote of at least a plurality of
shares held by such shareholders present or represented at the meeting. Any
director elected by holders of shares of the Preferred Stock pursuant to
this Section may be removed at any annual or special meeting, by vote of a
majority of the shareholders voting as a class who elected such director,
with or without cause. In case any vacancy shall occur among the directors
elected by the holders of the Preferred Stock pursuant to this Section,
such vacancy may be filled by the remaining director so elected, or his
successor then in office, and the director so elected to fill such vacancy
shall serve until the next meeting of shareholders for the election of
directors. After the holders of the Preferred Stock shall have exercised
their right to elect directors in any default period and during the
continuance of such period, the number of directors shall not be further
increased or decreased except by vote of the holders of Preferred Stock as
herein provided or pursuant to the rights of any equity securities ranking
senior to or pari passu with the Preferred Stock.

                  (iii) The right of the holders of the Preferred Stock,
voting separately as a class, to elect two members of the Board of
Directors of the Corporation as aforesaid shall continue until, and only
until, such time as all arrears in dividends (whether or not declared) on
the Preferred Stock shall have been paid or declared and set apart for
payment, at which time such right shall terminate, except as herein or by
law expressly provided, subject to revesting in the event of each and every
subsequent default of the character above-mentioned. Upon any termination
of the right of the holders of the shares of the Preferred Stock as a class
to vote for directors as herein provided, the term of office of all
directors then in office elected by the holders of Preferred Stock pursuant
to this Section shall terminate immediately. Whenever the term of office of
the directors elected by the holders of the Preferred Stock pursuant to
this Section shall terminate and the special voting powers vested in the
holders of the Preferred Stock pursuant to this Section



                                    4





shall have expired, the maximum number of members of the Board of Directors
of the Corporation shall be such number as may be provided for in the
By-laws of the Corporation irrespective of any increase made pursuant to
the provisions of this Section.

           (D) Except as set forth herein or in the Restated Certificate of
Incorporation, as amended from time to time, holders of Series 2 Junior
Preferred Stock shall have no special voting rights and their consent shall
not be required (except to the extent they are entitled to vote with
holders of Common Stock and other capital stock of the Corporation as set
forth herein) for taking any corporate action.

           Section 4.  Certain Restrictions.

           (A) Whenever quarterly dividends or other dividends or
distributions payable on the Series 2 Junior Preferred Stock as provided in
Section 2 hereof are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of
Series 2 Junior Preferred Stock outstanding shall have been paid in full,
the Corporation shall not:

                  (i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series 2 Junior
Preferred Stock;

                  (ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series 2
Junior Preferred Stock, except dividends paid ratably on the Series 2
Junior Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;

                  (iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series 2
Junior Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation ranking junior (either
as to dividends or upon dissolution, liquidation or winding up) to the
Series 2 Junior Preferred Stock; or

                  (iv) purchase or otherwise acquire for consideration any
shares of Series 2 Junior Preferred Stock, except in accordance with a
purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as the
Board of Directors, after consideration of the respective annual dividend
rates and other relative rights and preferences of the respective Series
and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.




                                       5





           (B) The Corporation shall not permit any direct or indirect
subsidiary of the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section, purchase or otherwise acquire
such shares at such time and in such manner.

           Section 5. Reacquired Shares. Any shares of Series 2 Junior
Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and canceled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein and in the Restated Certificate
of Incorporation of the Corporation, as amended from time to time.

           Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
voluntary liquidation, dissolution or winding up of the Corporation, no
distribution shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to
the Series 2 Junior Preferred Stock unless, prior thereto, the holders of
shares of Series 2 Junior Preferred Stock shall have received $.01 per
share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment
(the "Series 2 Liquidation Preference"). Following the payment of the full
amount of the Series 2 Liquidation Preference, no additional distributions
shall be made to the holders of shares of Series 2 Junior Preferred Stock
unless, prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series 2 Liquidation Preference by
(ii) 1,000 (as appropriately adjusted as set forth in subparagraph C below
to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in clause
(ii), the "Adjustment Number"). Following the payment of the full amount of
the Series 2 Liquidation Preference and the Common Adjustment in respect of
all outstanding shares of Series 2 Junior Preferred Stock and Common Stock,
respectively, holders of Series 2 Junior Preferred Stock and holders of
shares of Common Stock shall receive their ratable and proportionate share
of the remaining assets to be distributed in the ratio, on a per share
basis, of the Adjustment Number to one with respect to such Preferred Stock
and Common Stock, on a per share basis, respectively.

           (B) If, however, there are not sufficient assets available to
permit payment in full of the Series 2 Liquidation Preference and the
liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series 2 Junior Preferred Stock, then such
remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences.

           (C) If the Corporation shall at any time following July 24, 1998
(i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding shares of Common Stock or (iii) combine the
outstanding Common Stock into



                                       6





a smaller number of shares, then in each such case the Adjustment Number in
effect immediately prior to such event shall be adjusted by multiplying
such Adjustment Number by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

           Section 7. Consolidation, Merger, etc. If the Corporation shall
enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case
the shares of Series 2 Junior Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the
provision for adjustment hereinafter set forth) equal to 1,000 times the
aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share
of Common Stock is changed or exchanged. If the Corporation shall at any
time (i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series 2 Junior Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

           Section 8. Redemption. The shares of Series 2 Junior Preferred
Stock shall not be redeemable by the Corporation. The preceding sentence
shall not limit the ability of the Corporation to purchase or otherwise
deal in such shares of stock to the extent permitted by law.

           Section 9. Ranking. The Series 2 Junior Preferred Stock shall
rank junior to all other series of the Corporation's preferred stock
(whether with or without par value) as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide
otherwise.

           Section 10. Amendment. The Restated Certificate of Incorporation
of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series 2 Junior Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of two-thirds or more of the outstanding
shares of Series 2 Junior Preferred Stock, voting separately as a class.

           Section 11. Fractional Shares. Series 2 Junior Preferred Stock
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of
all other rights of holders of Series 2 Junior Preferred Stock.




                                    7





           4. The amendment to the Certificate of Incorporation of the
Corporation set forth in paragraph 3 of this Certificate was authorized by
the Board of Directors of the Corporation at a meeting of the Board of
Directors duly held on July 24, 1998 pursuant to authority vested in the
Board of Directors by the Certificate of Incorporation of the Corporation.



                                     8







           IN WITNESS WHEREOF, we have made and signed this Certificate
this ___ day of July, 1998, and we affirm under penalty of perjury that the
statements contained herein are true.

                                                   -----------------------
                                                    [Vice] President


                                                   -----------------------
                                                    [Assistant] Secretary



                                                         9





                                                                   Exhibit B

                         Form of Right Certificate


Certificate No. R-                                                 ____Rights

           NOT EXERCISABLE AFTER AUGUST 14, 2008 OR EARLIER IF THE RIGHTS
           EXPIRE UNDER CERTAIN CIRCUMSTANCES OR ARE REDEEMED BY THE
           COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF
           THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE
           RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS
           BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
           DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF
           SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY
           THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO
           WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE
           OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
           AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS
           REPRESENTED HEREBY MAY BECOME VOID IN THE CIRCUMSTANCES
           SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]*/

                             Right Certificate
                              GATX Corporation

           This certifies that __________________________, or registered
assigns, is the registered owner of the number of Rights set forth above,
each of which entitles the owner thereof, subject to the terms, provisions
and conditions of the Rights Agreement, dated as of July 24, 1998 (the
"Rights Agreement"), between GATX Corporation, a New York corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights
Agent"), to purchase from the Company at any time after the Distribution
Date (as such term is defined in the Rights Agreement) and prior to 5:00
p.m. (Chicago time) on August 14, 2008, or notice of redemption or exchange
at the office of the Rights Agent (or its successors as Rights Agent)
designated for such purpose, one one-thousandth of a fully paid
non-assessable share of Series 2 Junior Participating Preferred Stock,
$1.00 par value per share (the "Preferred Shares") of the Company at an
exercise price of $160 per one one-thousandth of a share (the "Exercise
Price") upon presentation and surrender of this Right Certificate with the
appropriate Form of Election to Purchase and related Certificate duly
executed. The number of Rights evidenced by this Right Certificate (and the
number
- ----------------------
*/    The portion of the legend in brackets shall be inserted only if 
      applicable and shall replace the preceding sentence.



                                    1





of shares which may be purchased upon exercise thereof) set forth above,
and the Exercise Price per share set forth above, are the number and
Exercise Price as of __________, 199_, based on the Preferred Shares as
constituted at such date. Capitalized terms not defined in this Right
Certificate that are defined in the Rights Agreement shall have the
meanings ascribed to them in the Rights Agreement.

           Upon the occurrence of a Triggering Event, if the Rights
evidenced by this Right Certificate are beneficially owned by (i) an
Acquiring Person or an Affiliate or Associate of any such Acquiring Person
(as such terms are defined in the Rights Agreement), (ii) under certain
circumstances specified in the Rights Agreement, a transferee of any such
Acquiring Person, Associate or Affiliate, or (iii) under certain
circumstances specified in the Rights Agreement, a transferee of a Person
who, after such transfer, became an Acquiring Person, or an Affiliate or
Associate of an Acquiring Person, such Rights shall become null and void
and no holder hereof shall have any right with respect to such Rights from
and after the occurrence of any such Triggering Event.

           As provided in the Rights Agreement, the Exercise Price and the
number and kind of Preferred Shares or other securities which may be
purchased upon the exercise of the Rights evidenced by this Right
Certificate are subject to modification and adjustment upon the happening
of certain events.

           This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions
and conditions are hereby incorporated herein by reference and made a part
hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of
the Right Certificates, which limitations of rights include the temporary
suspension of the exercisability of such Rights under certain circumstances
specified in such Rights Agreement. Copies of the Rights Agreement are on
file at the principal corporate trust office of the Rights Agent and are
also available upon written request to the Rights Agent.

           This Right Certificate, with or without other Right
Certificates, upon surrender at the office of the Rights Agent designated
for such purpose, may be exchanged for another Right Certificate or Right
Certificates of like tenor and date evidencing Rights entitling the holder
to purchase a like aggregate number of Preferred Shares as the Rights
evidenced by the Right Certificate or Right Certificates surrendered shall
have entitled such holder to purchase. If this Right Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender
hereof another Right Certificate or Right Certificates for the number of
whole Rights not exercised.

           Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option
at a redemption price of $.01 per Right at any time prior to (i) the time
any Person becomes an Acquiring Person and (ii) the Final Expiration Date.




                                   2





           No fractional Preferred Shares will be issued upon the exercise
of any Right or Rights evidenced hereby (other than fractions which are
integral multiples of one one-thousandth of a Preferred Share, which may at
the election of the Company be evidenced by depository receipts), but in
lieu thereof a cash payment will be made, as provided in the Rights
Agreement.

           No holder of this Right Certificate, in such holder's capacity
as such, shall be entitled to vote or receive dividends or be deemed for
any purpose the holder of Preferred Shares or of any other securities of
the Company which may at any time be issuable on the exercise hereof, nor
shall anything contained in the Rights Agreement or herein be construed to
confer upon the holder hereof, in such holder's capacity as such, any of
the rights of a shareholder of the Company or any right to vote for the
election of directors of the Company or upon any matter submitted to
shareholders of the Company at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting shareholders of the Company (except as provided in the
Rights Agreement), or to receive dividends or subscription rights, or
otherwise, until the Right or Rights evidenced by this Right Certificate
shall have been exercised as provided in the Rights Agreement.

           This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

           WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.

Dated as of _______________, 199_


ATTEST:  (SEAL)                              GATX CORPORATION



_________________________                    By:__________________________
Name:____________________                    Name:________________________
Title:___________________                    Title:_______________________


Countersigned:

CHASEMELLON SHAREHOLDER SERVICES, L.L.C.



By:________________________
    Authorized Signature



                                       3





                 Form of Reverse Side of Right Certificate

                             FORM OF ASSIGNMENT

         (To be executed by the registered holder if such holder desires to
         transfer the Right Certificate.)


FOR VALUE RECEIVED_________________________________________
hereby sells, assigns and transfers unto_________________________
_____________________________________________________________
         (Please print name and address of transferee)

____________________________________________________________________
this Right Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint Attorney, to
transfer the within Right Certificate on the books of the within-named
Company, with full power of substitution.

Date:___________, 19__

                                                  _________________________
                                                          Signature

Signature Guaranteed:

                                CERTIFICATE
                                -----------

     The undersigned hereby certifies by checking the appropriate boxes
that:

         (1) this Right Certificate [ ] is [ ] is not being sold, assigned
         and transferred by or on behalf of a Person who is or was an
         Acquiring Person or an Affiliate or Associate of any such
         Acquiring Person (as such terms are defined pursuant to the Rights
         Agreement); and

         (2) after due inquiry and to the best knowledge of the
         undersigned, it [ ] did [ ] did not acquire the Rights evidenced
         by this Right Certificate from any Person who is, was or
         subsequently became an Acquiring Person or an Affiliate or
         Associate of an Acquiring Person.

Dated:__________, 19__

                                              _____________________________
                                                      Signature



                                     4





                                     NOTICE
                                     ------

         The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Right Certificate
in every particular, without alteration or enlargement or any change
whatsoever.



                                     5




                        FORM OF ELECTION TO PURCHASE
                        ----------------------------

                    (To be executed if holder desires to
                     exercise Rights represented by the
                            Right Certificate.)

To:      ChaseMellon Shareholder Services, L.L.C.


         The undersigned hereby irrevocably elects to exercise____Rights
represented by this Right Certificate to purchase the Preferred Shares
issuable upon the exercise of the Rights (or such other securities of the
Company or of any other person which may be issuable upon the exercise of
the Rights) and requests that certificates for such shares be issued in the
name of:

Please insert social security 
or other identifying number:________________________________

______________________________________________________
                (Please print name and address)

______________________________________________________

         If such number of Rights shall not be all the Rights evidenced by
this Right Certificate, a new Right Certificate for the balance of such
Rights shall be registered in the name of and delivered to:

Please insert social security 
or other identifying number:________________________________

_____________________________________________________
                (Please print name and address)

_____________________________________________________


Dated:_________, 19__


                                              _______________________________
                                                           Signature

Signature Guaranteed:




                                    6





                                CERTIFICATE


         The undersigned hereby certifies by checking the appropriate boxes
that:

         (1) the Rights evidenced by this Right Certificate [ ] are [ ] are
         not being exercised by or on behalf of a Person who is or was an
         Acquiring Person or an Affiliate or Associate of any such
         Acquiring Person (as such terms are defined pursuant to the Rights
         Agreement); and

         (2) after due inquiry and to the best knowledge of the
         undersigned, it [ ] did [ ] did not acquire the Rights evidenced
         by this Right Certificate from any Person who is, was or became an
         Acquiring Person or an Affiliate or Associate of an Acquiring
         Person.



Dated:_______, 19__


                                            ______________________________
                                                       Signature




                                   NOTICE

     The signature to the foregoing Election to Purchase and Certificate
must correspond to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or any
change whatsoever.



                                      7





                                                                   Exhibit C

                     SUMMARY OF SHAREHOLDER RIGHTS PLAN


         On July 24, 1998, the Board of Directors of GATX Corporation Inc.
(the "Company") declared a dividend distribution of one Right for each
outstanding share of common stock, par value $0.625 per share (the "Common
Stock"), of the Company to shareholders of record at the close of business
on August 14, 1998 (the "Record Date"). Except as described below, each
Right, when exercisable, entitles the registered holder to purchase from
the Company one one-thousandth of a share of Series 2 Junior Participating
Preferred Stock, $1.00 par value per share (the "Preferred Stock"), at a
price of $160 per one one-thousandth share (the "Exercise Price"), subject
to adjustment.

         The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.

         Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Right
certificates will be distributed. Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 20% or more of the outstanding
shares of Common Stock (the "Shares Acquisition Date") or (ii) 15 business
days (or such later date as may be determined by action of the Board of
Directors of the Company (the "Board of Directors") prior to the time that
any person becomes an Acquiring Person) following the commencement of (or a
public announcement of an intention to make) a tender or exchange offer if,
upon consummation thereof, such person or group would be the beneficial
owner of 20% or more of such outstanding shares of Common Stock (the
earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced by the Common Stock certificates together with a copy of
this Summary of Shareholder Rights Plan and not by separate certificates.

         The Rights Agreement also provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Stock.
Until the Distribution Date (or earlier redemption, expiration or
termination of the Rights), the transfer of any certificates for Common
Stock, with or without a copy of this Summary of Shareholder Rights Plan,
will also constitute the transfer of the Rights associated with the Common
Stock represented by such certificates. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as
of the close of business on the Distribution Date and, thereafter, such
separate Right Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution Date and
will expire at the earlier of (i) August 14, 2008 (the "Final Expiration
Date") and (ii) the redemption of the Rights by the Company as described
below.



                                   1






         Subject to adjustment, one Right will be issued in respect of each
share of Common Stock which is issued either (i) after the Record Date but
prior to the earliest of the Distribution Date, the redemption of the
Rights or the Final Expiration Date or (ii) upon the conversion of shares
of $2.50 Cumulative Convertible Preferred Stock or $2.50 Cumulative
Convertible Preferred Stock, Series B after the Distribution Date but prior
to the earlier of the redemption of the Rights and the Final Expiration
Date.

         If any person (other than the Company, its subsidiaries or any
person receiving newly-issued shares of Common Stock directly from the
Company) becomes the beneficial owner of 20% or more of the then
outstanding shares of Common Stock, each holder of a Right will thereafter
have the right to receive, upon exercise at the then current exercise price
of the Right, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
exercise price of the Right. The Rights Agreement contains an exemption for
any issuance of Common Stock by the Company directly to any person (for
example, in a private placement or an acquisition by the Company in which
Common Stock is used as consideration), even if that person would become
the beneficial owner of 20% or more of the Common Stock, provided that such
person does not acquire any additional shares of Common Stock.

         If, at any time following the Shares Acquisition Date, the Company
is acquired in a merger or other business combination transaction or 50% or
more of the Company's assets or earning power are sold, proper provision
will be made so that each holder of a Right will thereafter have the right
to receive, upon exercise at the then current exercise price of the Right,
common stock of the acquiring or surviving company having a value equal to
two times the exercise price of the Right.

         Notwithstanding the foregoing, following the occurrence of any of
the events set forth in the preceding two paragraphs (the "Triggering
Events"), any Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any Acquiring Person will
immediately become null and void.

         The Exercise Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the
Rights, are subject to adjustment from time to time to prevent dilution,
among other circumstances, in the event of a stock dividend on, or a
subdivision, split, combination, consolidation or reclassification of, the
Preferred Stock or the Common Stock, or a reverse split of the outstanding
shares of the Preferred Stock or the Common Stock.

         With certain exceptions, no adjustment in the Exercise Price will
be required until cumulative adjustments require an adjustment of at least
1% in the Exercise Price. The Company will not be required to issue
fractional shares of Preferred Stock or Common Stock (other than fractions
in multiples of one-thousandths of a share of Preferred Stock)



                                   2





and, in lieu thereof, an adjustment in cash may be made based on the market
price of the Preferred Stock or Common Stock on the last trading date prior
to the date of exercise.

         The Preferred Stock is a new series of preferred stock that is
nonredeemable and that ranks junior to other series of preferred stock of
the Company that are currently issued or may be issued in the future. Each
share of Preferred Stock will be entitled to a minimum preferential
quarterly dividend of $1.00 per share but will be entitled to an aggregate
dividend equal to 1,000 times the dividend declared per share of Common
Stock. In the event of liquidation, each share of Preferred Stock will be
entitled to a minimum preferential liquidation payment of $.01 per share
but will be entitled to an aggregate payment of 1,000 times the payment
made per share of Common Stock. Each share of Preferred Stock will have
1,000 votes, voting together with the Common Stock and other capital stock
of the Company. Finally, in the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged, each share of
Preferred Stock will be entitled to receive 1,000 times the amount received
per share of Common Stock. These rights are protected by customary
antidilution provisions. Because of the nature of the Preferred Stock's
dividend, liquidation and voting rights, the value of the one
one-thousandth of a share of Preferred Stock purchasable upon the exercise
of each Right should approximate the value of one share of Common Stock.

         At any time after the date of the Rights Agreement until the time
that a person becomes an Acquiring Person, the Board of Directors may
redeem the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price"), which may (at the option of the Company) be paid
in cash, shares of Common Stock or other consideration deemed appropriate
by the Board of Directors. Upon the effectiveness of any action of the
Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive
the Redemption Price.

         Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.

         The Board of Directors of the Company is generally responsible for
administering, interpreting and making all decisions and taking all actions
with respect to the Rights Agreement, including, without limitation, the
decision to redeem or exchange the Rights or to amend the Rights Agreement.

         The provisions of the Rights Agreement may be amended by the
Company, except that any amendment adopted after the time that a person
becomes an Acquiring Person may not adversely affect the interests of
holders of Rights.

         As of June 30, 1998, there were 49,209,688 shares of Common Stock
outstanding and 4,826,116 shares of Common Stock reserved for issuance
under employee benefit plans or upon conversion of shares of $2.50
Cumulative Convertible Preferred Stock or



                                     3





$2.50 Cumulative Convertible Preferred Stock, Series B. Each outstanding
share of Common Stock on August 14, 1998 will receive one Right. In
addition, each share of Common Stock issued either (i) after the Record
Date but prior to the earliest of the Distribution Date, the redemption of
the Rights and the Final Expiration Date or (ii) upon the conversion of
shares of $2.50 Cumulative Convertible Preferred Stock and $2.50 Cumulative
Convertible Preferred Stock, Series B, after the Record Date but prior to
the earlier of the redemption of the Rights and the Final Expiration Date,
will receive one Right, subject to adjustment as provided in the Rights
Agreement. 120,000 shares of Preferred Stock will be reserved for issuance
in the event of exercise of the Rights.

         The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on the Rights being redeemed or
a substantial number of Rights being acquired, and under certain
circumstances the Rights beneficially owned by such a person or group will
become void. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors because, if the
Rights would become exercisable as a result of such merger or business
combination, the Board of Directors may, at its option, at any time prior
to the time that any Person becomes an Acquiring Person, redeem all (but
not less than all) of the then outstanding Rights at the Redemption Price.

         A copy of the Rights Agreement is being filed with the Securities
and Exchange Commission as an exhibit to two Registration Statements on
Form 8-A, which are being filed with respect to the national securities
exchanges on which the Common Stock is listed. This summary description of
the Rights does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement.


         UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT,
RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING
PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF
WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.



                                     4

EX-99.A

[LETTERHEAD OF GATX CORPORATION]                              EXHIBIT 99A

July __, 1998

Dear GATX Shareholder:

         At a meeting on July 24, 1998, your Board of Directors adopted a
Shareholder Rights Plan. The plan provides for a dividend distribution of
one Right for each share of common stock you own. We have enclosed with
this letter a summary description of the principal features of the new
plan.

         The shareholder rights plan is intended to encourage a potential
buyer to negotiate directly with the Board, and to provide the Board with
greater leverage in such negotiations so as to provide a higher value for
the company's shareholders. The Rights will not affect any takeover
proposal that the Board believes to be in the best interests of GATX's
shareholders.

         The Rights are not being distributed in response to any specific
effort to acquire control of the Company. More than 1,800 other companies
have similar plans.

         The Rights do not become exercisable and no separate certificates
will be issued for the Rights, except in the special circumstances
described in the summary. Instead, the Rights will be traded automatically
when you buy or sell shares of GATX's common stock. Issuance of the Rights
has no dilutive effect, will not affect earnings per share, will not be
taxable to the company or its shareholders and will not change the way in
which our common stock is traded.

         At the same meeting, your Board of Directors amended GATX's
By-laws to add a provision requiring that shareholders give advance notice
of any intent to propose new business or nominate directors for election at
an annual meeting. This advance notice provision will afford shareholders a
fair opportunity to present proposals or nominations for consideration at
an annual meeting, while assuring that all shareholders have a reasonable
opportunity to consider such proposals or nominations in an orderly,
informed and thoughtful manner. The text of the advance notice By-law is
enclosed with this letter.

         In adopting the Shareholder Rights Plan and the advance notice
By-law, the Board has expressed its confidence in GATX's future and its
commitment that shareholders will have every opportunity to participate
fully in that future. We appreciate your support as we continue to seek
ways to build value for GATX's shareholders.

Sincerely,

Ronald H. Zech
Chairman and CEO



                      

EX-99.B

                                                                   EXHIBIT 99B
GATX                         NEWS RELEASE

                             FOR FURTHER INFORMATION CONTACT:
                             George S. Lowman
                             GATX Corporation
                             312-621-6599

GATX ADOPTS SHAREHOLDER RIGHTS PLAN
- -----------------------------------

IMMEDIATE RELEASE

         CHICAGO, July 24 -- GATX Corporation (NYSE: GMT) announced today
that its Board of Directors has adopted a Shareholder Rights Plan.

         Ronald H. Zech, chairman and chief executive officer of the
company, said "The Shareholder Rights Plan is intended to encourage a
potential buyer to negotiate directly with the Board, and to provide the
Board with greater leverage in such negotiations so as to provide a higher
value for the company's shareholders." Zech further stated that the Rights
are not being distributed in response to any specific effort to acquire
control of the company. More than 1,800 other companies have similar plans.

         Under the Shareholder Rights Plan, each shareholder of record on
August 14, 1998 will receive a distribution of one Right for each share of
the company's common stock held. Initially, the Rights are represented by
GATX's common stock certificates and are not exercisable. The company said
the Shareholder Rights Plan distribution is not taxable to shareholders and
does not affect its earnings per share or the way its shares are traded.

         The Rights will be exercisable only if a person acquires or
announces a tender offer which would result in beneficial ownership of 20
percent or more of the company's common stock. The exercise price will be
$160 per Right, subject to adjustment. If a person acquires beneficial
ownership of 20 percent or more of the company's common stock, all holders
of Rights other than the acquiring person will be entitled to purchase the
company's common stock at half price. The company may redeem the Rights at
$.01 per Right at any time before someone becomes a 20 percent beneficial
owner. The Rights will expire on August 14, 2008.

         GATX will mail to shareholders a summary of the Shareholder Rights
Plan. The Company will also include the Rights Agreement between the
company and the Rights Agent as exhibits to a Current Report on Form 8-K to
be filed with the Securities and Exchange Commission.

         GATX Corporation provides approximately $6 billion of
service-enhanced assets primarily used to help its customers transport,
store or distribute their products and information. GATX's assets include
railcars and locomotives, bulk liquid terminals and pipelines, ships
commercial aircraft, technology equipment and other assets and related
services worldwide. In addition, GATX offers a variety of financial,
technology, and logistics services focused on enhancing the value of owned
and leased assets.
                                  --30--

Investor, corporate information and press releases may be found at
http://www.gatx.com. A variety of current financial information, historical
financial information, press releases and photographs are available at this
site. GATX press releases may be obtained by automated PR New Company News
On-Call's automated fax service at 800-758-5804. The company identification
number for GATX is 105121.