EXHIBIT A

                                   XTRA Marine

                        Long-Term Incentive Plan Outline

1.       Purpose:  The Purpose of the Long-Term Incentive Plan (the "Plan") of 
         XTRA INTERNATIONAL LTD. ("XTRA Marine") is to motivate the head of XTRA
         Marine to achieve planned operating income levels by providing him with
         a stake in the long-term success of the business and also to help 
         retain him.

2.       Participation:  Participation will include only the head of XTRA 
         Marine.

3.       Time Frame:  The plan would cover a single, 4 year performance period, 
         commencing October 1, 1995.

4.       Performance Measure:  Cumulative Operating Income over Threshold will 
         be the performance measure for the plan.

         Cumulative  Operating  Income is the sum of the  Operating  Incomes (as
         defined on attached Schedule I) for each year of the performance period
         (except as provided in Section 6(A)(1)).

         Threshold  Operating  Income is set using a rate of $* million per year
         which  results in a threshold of $* million for the 4 year  performance
         period.

         Cumulative  Operating  Income over  Threshold is  Cumulative  Operating
         Income minus Threshold Operating Income.

5.       Award Size:  Award size will be equal to *% percent of Cumulative 
         Operating Income over Threshold.  Note:  The award is not capped.  See 
         the attached spreadsheet for a sensitivity analysis of award size and 
         Operating Income level.






*        CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE
         COMMISSION




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<TABLE>
<CAPTION>



ILLUSTRATION:

<S>      <C>                                           <C>           
                                                       1996 - 1999 Projected
         Cumulative Operating Income                      $*
         Threshold Operating Income                       $*
                                                          --
         Cumulative Operating Income over Threshold       $  *

1        Award Size:                                                    *%
         Award Size:                                    *

</TABLE>

6.       Termination of Employment:

         A.       In the event the Participant's  employment with the Company is
                  terminated  without  Cause or  terminates  as a result  of the
                  Participant's death or disability and the Participant has been
                  an  active  employee  for at  least  2  years  of  the  4-year
                  performance  period,  the  Participant  will be  entitled to a
                  partial  payment.  The partial  payment will be calculated (if
                  necessary) using:

                  (1)      Cumulative Operating Income through the fiscal 
                           quarter ended preceding termination and

                  (2)      Threshold Operating Income multiplied by the 
                           following fraction:  the number of full fiscal 
                           quarters of the performance period elapsed at the
                           date of terminated divided by 16.

                  If the  Participant is entitled to an award under this Section
                  6(A),  it will be paid during the first  quarter of the fiscal
                  year   commencing   upon   or   immediately    following   the
                  Participant's termination of employment.

         B.       In the  event  that  the  Participant's  employment  with  the
                  Company is terminated  without Cause or terminates as a result
                  of the  Participant's  death or disability and the Participant
                  has been an  active  employee  for less than 2 years of the 4-
                  year performance  period, the Participant  forfeits all rights
                  to any award under the Plan.

6.       In the event of the Participant's employment with the Company 
         terminates for Cause or


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         COMMISSION


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         as a result of the resignation or retirement of the Participant  before
         the end of the 4- year performance period, the Participant forfeits all
         rights to any award under the Plan.

7.       Payment.  Except as provided in Section 6(A), if the Participant is 
         entitled to an award, it will be paid during the first quarter of 
         fiscal 2000 in accordance with the timing of payments under XTRA's 
         other cash bonus plans

XTRA Marine
Long-Term Incentive Plan

Figures in Thousands (000s)

Projected Financials

<TABLE>
<CAPTION>
                                            *
Worldwide Marine Operating Income

<S>                                <C>                <C>    

                                   Actual (Calendar Year)
                                    (Dollars in Millions)
                                    1993               1994

Revenues                            56.9               65.9
Operating Expenses
         Depreciation               19.4               21.1
         Rental and
         Operating Expense           5.2                 7.0
         Selling and
           Administrative            7.0                 8.2
                                    ----               -----
                Expense             31.6               36.3

Operating Income                    25.3               29.6
                                    ----               ----
</TABLE>

<TABLE>
<CAPTION>

                           Forcast, Fiscal Year Ending September 30,
<S>               <C>               <C>              <C>               <C>              <C>    


                  1995              1996             1997              1998             1999
                  ----              ----             ----              ----             ----

                                                      *
</TABLE>


*        CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE
         COMMISSION



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<PAGE>

<TABLE>
<CAPTION>

Worldwide Marine
Equipment and Utilization Data

                             Actual (Calendar Year)
                          (Units and TEUS in Thousands)

<S>                                 <C>              <C>    

                                    1993               1994
                                    -----------------------

Marine Containers
         Captial Spending             $30             $34
         (Dollars in Millions)
Beginning Fleet Size-Units            92.9            100.7
Ending Fleet Size-Units              100.7            109.4
Average Total Fleet
  Size-Units                          96.8            105.0

Ending Fleet Size-TEU                144.7            156.8
Total Average Working
  Units                               80.3             92.4

Overall Utilization                   83%               88%

Average Daily Lease Rate
         20' Containers             $1.43             $1.38
         40' Containers             $2.45             $2.41

</TABLE>

<TABLE>
<CAPTION>

                       Forcast, Fiscal Year Ending September 30,
<S>               <C>               <C>              <C>               <C>    

                  1996              1997             1998              1999

                                            *
</TABLE>



*        CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE
         COMMISSION






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