XTRA INC, S-3, 1995-12-22

XTRA INC
S-3, 1995-12-22

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<PAGE> 1
As filed with the Securities and Exchange Commission on December 22, 1995
Securities Act File No. 33-[ ]
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------

FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------

XTRA CORPORATION XTRA MISSOURI, INC. XTRA, INC.
(Exact Names of Registrants as Specified in Their Charters)

DELAWARE DELAWARE MAINE
(States or Other Jurisdictions of Incorporation or Organization)

06-0954158 43-1689298 01-0346274
(I.R.S. Employer Identification Nos.)

For XTRA, Inc. and XTRA Corporation: c/o X-L-CO., INC., 60 State Street,
Boston, Massachusetts 02109 (617) 367-5000; For XTRA MISSOURI, INC.,
3 Oaks Plaza Building, 8 Victory Lane, Liberty, Missouri 64068 (816) 792-8500
(Address, including zip code and telephone number, including area code, of
registrants' principal executive offices)

--------------

MICHAEL K. FOX
JAMES R. LAJOIE, ESQ. PRESIDENT
VICE PRESIDENT AND GENERAL COUNSEL XTRA MISSOURI, INC.
C/O X-L-CO., INC. 3 OAKS PLAZA BUILDING
60 STATE STREET, 8 VICTORY LANE
BOSTON, MASSACHUSETTS 02109 LIBERTY, MISSOURI 64068
(617) 951-7000 (816) 792-8500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
DAVID A. FINE, ESQ. ROBERT W. REEDER, ESQ.
Ropes & Gray Sullivan & Cromwell
One International Place 250 Park Avenue
Boston, MA 02110 New York, NY 10177
(617) 951-7000 (212) 558-4000
--------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effectiveness of this Registration Statement.

--------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
==================================================================================================================================
Title of each class of Amount to be Maximum offering Maximum aggregate Amount of
securities to be registered registered (1) price per unit(2) offering price(2) registration fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock of XTRA Corporation
(par value $.50 per share)... (6)
- ----------------------------------------------------------------------------------------------------------------------------------
Preferred stock of XTRA Corporation
(without par value)... (6)
- ----------------------------------------------------------------------------------------------------------------------------------
Debt securities of XTRA, Inc.... (6) (3)(4)
- ----------------------------------------------------------------------------------------------------------------------------------
Guarantees by XTRA Corporation
of Debt Securities of XTRA, Inc.... (6) (5) (5) (5)
- ----------------------------------------------------------------------------------------------------------------------------------
Guarantees by XTRA Missouri, Inc.
of Debt Securities of XTRA, Inc.... (6) (5) (5) (5)
- ----------------------------------------------------------------------------------------------------------------------------------
Total $655,000,000(7) 100% $655,000,000(6) $225,863(7)
- ----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Plus such indeterminate number of shares of Common Stock, and indeterminate amounts of Debt Securities and Preferred
Stock, as may be issued upon conversion or exchange of any other Debt Securities or Preferred Stock that provide for
conversion or exchange into other securities.
(2) Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(o) under the Securities
Act of 1933.
(3) Or, if Debt Securities are issued with the principal denominated in a foreign currency, such principal amount as shall
not exceed an aggregate initial offering price the equivalent of U.S. $655,000,000 at the time of initial offering.
(4) Or, if any Debt Securities are issued at original discount, such greater amount as shall not exceed an aggregate initial
offering price of $655,000,000.
(5) No separate registration fee is required for the Guarantees in accordance with Rule 457(n).
(6) In no event will the aggregate initial offering price of the Common Stock, Preferred Stock, Debt Securities and
Guarantees exceed $655,000,000.
(7) $145,000,000 of securities are being included in this Registration Statement pursuant to Rule 429. A registration fee
of $50,000.00 has been paid with respect to such securities.

</TABLE>

<PAGE> 2
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included herein also relates to a total of $145,000,000 of Debt Securities of
XTRA, Inc., guaranteed by XTRA Corporation and XTRA Missouri, Inc., that are
registered under Registration Statement No. 33-54747, which was declared
effective on August 3, 1994 and was amended by a Post Effective Amendment No. 1
thereto on February 21, 1995.

-------------------

The Registrants hereby amend this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrants shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to
Section 8(a), may determine.

-2-

<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION,
DATED DECEMBER 22, 1995.

$800,000,000
XTRA CORPORATION
PREFERRED STOCK AND COMMON STOCK
XTRA, INC.
DEBT SECURITIES
GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY
XTRA CORPORATION
AND

XTRA MISSOURI, INC.
------------------------
XTRA Corporation may offer and sell from time to time, together or
separately, (i) shares of its Preferred Stock, no par value (the "Preferred
Stock"), in one or more series, and/or (ii) shares of its Common Stock, par
value $0.50 per share (the "Common Stock"), and XTRA, Inc., a wholly-owned
subsidiary of XTRA Corporation, may offer and sell from time to time its debt
securities (the "Debt Securities"), which may be either senior debt securities
("Senior Securities") or subordinated debt securities ("Subordinated
Securities"), consisting of unsecured debentures, notes and/or other evidences
of its indebtedness in one or more series at prices and on terms to be
determined at the time or times of sale. XTRA Corporation and XTRA Missouri,
Inc. (the "Guarantors") will unconditionally guarantee on a senior or
subordinated basis, as the case may be, the payment of principal of, premium,
if any, and interest on the Debt Securities (the "Guarantees"). The Debt
Securities, Preferred Stock, Common Stock and Guarantees are referred to herein
collectively as the "Securities." The aggregate initial offering price of the
Securities will not exceed $800,000,000 (or its equivalent (based on the
applicable exchange rate at the time of sale) in one or more foreign
currencies, currency units or composite currencies as shall be designated by
XTRA Corporation or XTRA, Inc., as the case may be).

For each offering of Securities for which this Prospectus is being
delivered, there will be an accompanying Prospectus Supplement (each a
"Prospectus Supplement") that sets forth (i) the specific designation, aggregate
principal amount, denominations, currency of payment, maturity, premium, if any,
interest rate, if any (which may be fixed or variable) or method of calculation
thereof, time of payment of any interest, terms for any redemption at the option
of XTRA, Inc. or the holder, terms for any sinking fund payments, subordination
provisions, if any, any listing on a national securities exchange, the form of
the Debt Securities (which may be in registered or permanent global form), the
initial public offering price and certain other terms of and in connection with
the offering and sale of the Debt Securities in respect of which this Prospectus
is being delivered; (ii) the terms of the Guarantees in respect of which this
Prospectus is being delivered; (iii) the specific series designation, number of
shares, the stated value and liquidation preference per share, initial public
offering price, dividend rate (or method of calculation), dates on which
dividends will be payable and dates from which dividends will accrue, optional
or mandatory redemption or sinking fund provisions, any conversion or exchange
rights, any listing of the Preferred Stock on a national securities exchange,
any voting rights and any other terms in connection with the offer and sale of
the Preferred Stock, if any, in respect of which this Prospectus is being
delivered; and (iv) the number of shares and initial public offering price of
the Common Stock in respect of which this Prospectus is being delivered. The
Prospectus Supplement will also contain information, as applicable, about
certain United States Federal income tax considerations relating to the
Securities in respect of which this Prospectus is being delivered. See
"Description of Debt Securities of XTRA, Inc.," "Description of Preferred Stock
of XTRA Corporation" and "Description of Common Stock of XTRA Corporation."

The Senior Securities of XTRA, Inc. will rank equally with all other
unsubordinated and unsecured indebtedness of XTRA, Inc. The Subordinated
Securities will be subordinated to all existing and future Senior Indebtedness
(as defined) of XTRA, Inc. and the Guarantees of the Subordinated Securities
will be subordinated to all existing and future Senior Guarantor Indebtedness
(as defined) of XTRA Corporation and XTRA Missouri, Inc.

XTRA Corporation's Common Stock is listed on the New York Stock Exchange
under the symbol "XTR." Any Common Stock offered will be listed, subject to
notice of issuance, on such exchange.

The Securities may be sold to or through underwriters, and also may be sold
directly by XTRA Corporation or XTRA, Inc. to other purchasers or through
agents. See "Plan of Distribution." The names of and the principal amounts to be
purchased by any underwriters or sold through any agents and the compensation of
such underwriters or agents will be set forth in an accompanying Prospectus
Supplement.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
The date of this Prospectus is ________ __, 199_.

<PAGE> 4
AVAILABLE INFORMATION

XTRA Corporation ("XTRA" or the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 7 World Trade Center, 13th Floor, New York, New
York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and copies of such material can be obtained by mail from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. In addition, such material may also be
inspected at the offices of the New York Stock Exchange, Inc. (the "NYSE"), 20
Broad Street, New York, New York 10005, upon which exchange the Company's Common
Stock is listed.

XTRA, Inc., XTRA Missouri, Inc. and the Company have filed with the
Commission a joint registration statement on Form S-3 (herein, together with all
amendments and exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information reference is hereby made to the
Registration Statement.

------------------------

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission (File No. 1-7654)
pursuant to the Exchange Act are incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995;

2. The Company's Current Report on Form 8-K dated June 20, 1995.

3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 dated July 1, 1964, including
any amendments or reports filed for the purpose of updating such
description; and

4. All other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the
Securities offered hereby.

Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the request of any such person, a copy of any or
all of the documents that are incorporated herein by reference other than the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests for such copies should be directed
to the Company c/o its management subsidiary, X-L-CO., INC., at 60 State Street,
Boston, Massachusetts 02109, Attention: Investor Relations, telephone (617)
367-7810.

THE COMPANY

The Company is engaged in freight transportation equipment leasing and
conducts its operations through its indirect subsidiary, XTRA, Inc. The
Company's leasing equipment is offered in North America, predominantly in the
United States, to private fleet owners, contract and common carriers and
railroads, and to worldwide steamship lines to cover cyclical, seasonal or
geographic shortages and as a substitute for purchasing equipment. The Company's
operating subsidiaries lease, primarily on an operating basis, over-the-road
trailers (as well as older trailers for mobile storage use), intermodal
trailers, chassis and domestic containers and marine containers.

The Company was organized in 1957 as a Massachusetts corporation. In
1976 it transferred substantially all of its operating assets to XTRA, Inc., a
newly organized Maine corporation, and the Company was organized as a holding
company under the laws of the State of Delaware. XTRA Missouri, Inc., an
intermediate subsidiary between the Company and XTRA, Inc., is a holding company
for the stock of XTRA, Inc. and also holds and manages the Company's office
space for certain subsidiaries. XTRA, Inc. conducts its operations through its
subsidiaries pursuant to fleet management agreements. Under these management
agreements, which are terminable upon 30 days notice by either party, the
operating subsidiaries pay fees to XTRA, Inc. for the use of equipment owned by
XTRA, Inc. Accordingly, XTRA, Inc.'s primary source of revenues are payments
under the fleet management agreements, leasing revenues from transportation
equipment leased directly by it, as well as dividends and advances from its
subsidiaries. At September 30, 1995, 14% of XTRA, Inc.'s consolidated assets
were accounted for by its subsidiaries. For fiscal 1995, approximately 93% of
XTRA, Inc.'s consolidated revenues were accounted for by its subsidiaries.

The Company's management subsidiary, X-L-CO., INC., is located at 60
State Street, Boston, Massachusetts 02109, and its telephone number is (617)
367-5000.
2
<PAGE> 5
USE OF PROCEEDS

Except as otherwise described in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Securities being
offered hereby for general corporate purposes. Such purposes may include, among
others, financing capital expenditures, repayment of outstanding short-term
borrowings and long-term debt, repurchasing shares of its Common Stock through
open-market purchases or otherwise and financing acquisitions in transportation
equipment or other equipment leasing product lines. Pending such use, the net
proceeds of any offering of the Securities offered hereby may be invested
temporarily in short-term marketable securities.

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND
CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

The following tables set forth the historical ratios of earnings to fixed
charges of the Company and its consolidated subsidiaries, of XTRA Missouri, Inc.
and its consolidated subsidiaries, and of XTRA, Inc. and its consolidated
subsidiaries and the historical ratio of earnings to combined fixed charges and
preferred stock dividends of the Company and its consolidated subsidiaries for
the years indicated. For purposes of computing the consolidated ratios of
earnings to fixed charges and consolidated ratio of earnings to combined fixed
charges and preferred stock dividends, "earnings" represent income (loss) from
continuing operations before taxes and extraordinary items plus fixed charges.
"Fixed charges" for continuing operations consist of interest on indebtedness
(including capitalized interest) and the portion of rental expense that
represents interest.
<TABLE>
XTRA CORPORATION
<CAPTION>

FISCAL YEAR ENDED SEPTEMBER 30,
-------------------------------------------
1991 1992 1993 1994 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges......................... 1.8X 2.7X 2.6X 3.7X 3.3X
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividends................. 1.5X 2.1X 2.2X --* --*
<FN>
- ---------------
* No shares of the Company's Preferred Stock are currently outstanding or were outstanding during the indicated period.
</TABLE>
3

<PAGE> 6
<TABLE>
<CAPTION>
XTRA, INC.

DESCRIPTION OF DEBT SECURITIES OF XTRA, INC.

The following description sets forth certain general terms and provisions
of the Debt Securities of XTRA, Inc. to which any Prospectus Supplement may
relate. The particular terms of the Debt Securities offered by any Prospectus
Supplement and the extent, if any, to which such general provisions may apply to
the Debt Securities so offered will be described in the Prospectus Supplement
relating to such Debt Securities.

The Debt Securities constitute either Senior Securities or Subordinated
Securities. The Senior Securities and related Guarantees are to be issued under
an Indenture dated as of August 15, 1994 (the "Original Senior Indenture"),
among XTRA, Inc., the Company, as Guarantor, and The First National Bank of
Boston, as Trustee (the "Bank of Boston"), as supplemented by the First
Supplemental Indenture dated as of September 30, 1994 among XTRA, Inc., the
Company, as Guarantor, XTRA Missouri, Inc., as Guarantor, and the Bank of
Boston (together with the Original Senior Indenture, the "Senior Indenture"),
which Senior Indenture is incorporated by reference as an exhibit to this
Registration Statement. On October 2, 1995, State Street Bank and Trust
Company succeeded to all or substantially all of the corporate trust business
of the Bank of Boston, thereby becoming the successor Trustee pursuant to the
terms of the Senior Indenture (hereinafter the "Senior Trustee"). The
Subordinated Securities and related Guarantees will be issued under an
Indenture (the "Subordinated Indenture") to be entered into among XTRA, Inc.,
the Company, as Guarantor, XTRA Missouri, Inc., as Guarantor and a trustee to
be designated prior to the issuance of any such Subordinated Securities, the
form of which Subordinated Indenture is also filed as an exhibit to the
Registration Statement. Information regarding the trustee (the "Subordinated
Trustee") under the Subordinated Indenture will be included in any Prospectus
Supplement relating to such Subordinated Securities. The Senior Indenture and
the Subordinated Indenture are sometimes collectively referred to herein as the
"Indentures;" the Senior Trustee and the Subordinated Trustee are sometimes
collectively referred to herein as the "Trustees" and individually as a
"Trustee." The following summary of certain provisions of the Indentures does
not purport to be complete and is subject to, and qualified in its entirety by
reference to, all the provisions of the Indentures, including the definitions
therein of certain terms. Wherever particular provisions of defined terms of
the Indentures are referred to, such provisions or defined terms are
incorporated herein by reference. Certain defined terms in the Indentures are
capitalized herein. References in parentheses are to the Indentures.
4
<PAGE> 7
GENERAL

The Indentures provide that unsecured Debt Securities of XTRA, Inc., not
limited in aggregate principal amount, may be issued in one or more series
thereunder. (Section 3.1) As of December 21, 1995, XTRA, Inc. had a total of
$355,000,000 principal amount of Debt Securities outstanding under the Senior
Indenture, consisting solely of its Series C Medium-Term Notes. The Senior
Securities will be unsecured obligations of XTRA, Inc. and will rank on a
parity with all other unsecured and unsubordinated indebtedness of XTRA, Inc.
Unless otherwise indicated in the applicable Prospectus Supplement, the
Subordinated Securities will be unsecured and subordinated in right of payment
to all existing and future Senior Indebtedness of XTRA, Inc., in the manner and
to the extent described below under "Subordination of Subordinated Securities."
XTRA, Inc.'s sources of payment of the Debt Securities are payments under fleet
management agreements with certain of its subsidiaries, leasing revenues from
transportation equipment leased directly by it and advances and dividends from
its subsidiaries. In any liquidation, foreclosure or other similar proceeding,
creditors of the subsidiaries of XTRA, Inc. will be entitled to payment of
obligations owed to them before any assets are distributed to XTRA, Inc. See
"The Company."

The Debt Securities will be unconditionally guaranteed by the Guarantors as
to payment of principal, premium, if any, and interest, except that the
Subordinated Securities will be guaranteed on a subordinated basis. (Section
2.2) See "Guarantees."

Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby for the following terms thereof, among
others: (1) the title of such Debt Securities; (2) any limit upon the aggregate
principal amount of such Debt Securities; (3) the person to whom any interest on
such Debt Securities shall be payable if other than the registered holder; (4)
the date or dates on which such Debt Securities will mature; (5) the rate or
rates at which such Debt Securities shall bear interest, if any, or the method
by which such rate or rates shall be determined; (6) the date or dates from
which any such interest shall accrue, and the Interest Payment Dates on which
payment of any such interest will be payable and the Regular Record Dates for
such Interest Payment Dates (or method for establishing any such date or dates);
(7) the place or places where the principal of, premium, if any, and any
interest on such Debt Securities shall be payable; (8) the period or periods
within which, the price or prices at which, and the terms and conditions upon
which such Debt Securities may be redeemed, in whole or in part, at the option
of XTRA, Inc.; (9) the obligation, if any, of XTRA, Inc. to redeem, repay or
purchase such Debt Securities pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within
which, the price or prices at which, and the terms and conditions upon which
such Debt Securities shall be redeemed, repaid or purchased, in whole or in
part, pursuant to such obligation; (10) the denominations in which any debt
securities will be issuable, if other than denominations of $1,000 and any
integral multiple thereof; (11) if other than U.S. dollars, the currency,
currencies or currency unit or units in which principal of, premium, if any, and
interest on such Debt Securities shall be payable and the manner of determining
the equivalent thereof in the currency of the United States for any purpose;
(12) if the principal of or any premium or interest on such Debt Securities is
to be payable, at the election of XTRA, Inc. or a Holder thereof, in one or more
currencies or currency units other than that or those in which such Debt
Securities are stated to be payable, the currency, currencies or currency units
in which payment of the principal of and any premium and interest on Debt
Securities of such series as to which such election is made shall be payable,
and the period or periods within which and the terms and conditions upon which
such election is to be made; (13) the index or formulas, if any, with reference
to which the amount of any payment of principal of, premium, if any, or interest
on the Debt Securities will be determined; (14) the portion of the principal
amount of such Debt Securities which will be payable upon declaration of
acceleration of the Maturity thereof, if other than the stated principal amount
thereof; (15) if the principal amount payable at the Stated Maturity of any of
the Debt Securities will not be determinable as of any one or more dates prior
to the Stated Maturity, the amount which will be deemed to be such principal
amount as of any such date for any purpose, including the principal amount
thereof which will be due and payable upon any Maturity other than the Stated
Maturity or which will be deemed to be Outstanding as of any such date (or, in
any such case, the manner in which such deemed principal amount is to be
determined); (16) the applicability of any provisions described under "Certain
Covenants of XTRA, Inc. and the Guarantors" and any additional restrictive
covenants included for the benefit of Holders of such Debt Securities; (17) any
additional Events of Default with respect to such Debt Securities; (18) whether
such Debt Securities shall be issued, in whole or in part, in permanent global
form (each a "Global Security") and, in such case, the Depositary for such
Global Security

5
<PAGE> 8
or Securities; (19) in the case of an issue of Subordinated Securities, the
subordination provisions, if different from those described under "Subordination
of Subordinated Securities" and "Guarantees" below; (20) the applicability of
any provisions described below under "--Defeasance," and (21) any other terms of
such Debt Securities not inconsistent with the provisions of the Indentures.
(Sections 3.1 and 9.1)

Principal, premium, if any, and interest will be payable, and such Debt
Securities will be transferable, in the manner described in the Prospectus
Supplement relating to such Debt Securities. The maturities and interest rates
of certain Debt Securities sold through underwriters or agents may be fixed by
XTRA, Inc. from time to time, in which case no specific maturities or rates, but
rather permissible ranges of such maturities and rates will be set forth in the
Prospectus Supplement relating thereto.

Unless otherwise indicated in the Prospectus Supplement relating
thereto, the Debt Securities will be exchangeable and transfers thereof will be
registrable at the offices or agencies of XTRA, Inc. maintained for such
purpose, initially in the case of the Senior Securities at the Corporate Trust
Office of the Senior Trustee in Boston, Massachusetts. In New York City, Senior
Securities may be presented for transfer or exchange at the office of the
Senior Trustee located at 61 Broad Street, Concourse Level, Corporate Trust
Window, New York, New York 10006. Principal of and premium, if any, and
interest on the Senior Securities will be payable at the office or agency in
Boston, Massachusetts of State Street Bank and Trust Company, as Paying Agent,
provided that, at the option of XTRA, Inc., payment of interest may be made by
check mailed to the address of the Person entitled thereto as it appears in the
Security Register. (Sections 3.1, 3.5 and 10.2) The offices or agencies of
XTRA, Inc. at which exchanges and transfers of Subordinated Securities will be
registrable and the office or agency of any Paying Agent with respect to the
Subordinated Securities will be identified in the Prospectus Supplement
relating thereto.

Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities will be issued only in registered form, without coupons, in
denominations of $1,000 or any integral multiple thereof. (Section 3.2) No
service charge will be made for any transfer or exchange of the Debt Securities,
but XTRA, Inc. may require payment of a sum sufficient to cover any tax or other
governmental charge in connection therewith. (Section 3.5) The Indentures also
provide that the Debt Securities of any series, if so specified with respect to
a particular series, may be issued in permanent global form. See "Global
Securities."

Debt Securities may be issued at a discount from their stated principal
amount. United States Federal income tax considerations and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the applicable Prospectus Supplement. "Original Issue Discount
Security" means any security which provides for an amount less than the stated
principal amount thereof to be due and payable upon the declaration of
acceleration of the maturity thereof upon the occurrence and continuance of an
Event of Default. (Section 1.1)

If the purchase price of any of the Debt Securities is denominated in a
foreign currency or currencies or a foreign currency unit or units or if the
principal of and any premium and interest on any series of Debt Securities is
payable in a foreign currency or currencies or a foreign currency unit or units,
the restrictions, elections, general tax considerations, specific terms and
other information with respect to such issue of Debt Securities and such foreign
currency or currencies or foreign currency unit or units will be set forth in
the applicable Prospectus Supplement. If any index is used to determine the
amount of payments of principal of, premium, if any, or interest on any series
of Debt Securities, special Federal income tax, accounting and other
considerations applicable thereto will be described in the applicable Prospectus
Supplement.

Other than as set forth under "Certain Covenants of XTRA, Inc. and the
Guarantors," and only to the extent applicable to the Debt Securities of a
particular series, as indicated in the applicable Prospectus Supplement, there
are no provisions of the Indentures that afford Holders of the Debt Securities
protection in the event of a highly leveraged transaction involving XTRA, Inc.
or the Guarantors.

SUBORDINATION OF SUBORDINATED SECURITIES

The indebtedness evidenced by the Subordinated Securities will be
subordinated and junior in right of payment to the extent set forth in the
Subordinated Indenture to the prior payment in full of amounts then due on all
Senior Indebtedness (as defined below). No payment shall be made on the
Subordinated Securities,

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including by way of redemption, purchase, or in any other manner, if the
Subordinated Trustee shall have received notice from XTRA, Inc., the Guarantors
or any Senior Lender (as defined below), that (i) there exists a default which
shall be continuing in the payment of principal of, or premium, if any, or
interest on any Senior Indebtedness, beyond any applicable grace period with
respect thereto, or (ii) there exists a default (other than a default specified
in clause (i) above) with respect to any Senior Indebtedness which shall be
continuing; provided, however, that no notice given with respect to one or more
defaults of the type specified in clause (ii) shall suspend for longer than 180
days from the date of such notice any payment on Subordinated Securities that
has become due, and only one such notice may be given during any 360-day period.

Upon any distribution of assets of XTRA, Inc. upon any liquidation,
dissolution or other winding-up of XTRA, Inc. whether voluntary or involuntary,
or in bankruptcy or insolvency, all principal of, premium, if any, and interest
due upon all Senior Indebtedness must be paid in full before the Holders of the
Subordinated Securities or the Subordinated Trustee are entitled to receive or
retain any assets so distributed in respect of the Subordinated Securities. By
reason of this provision, in the event of insolvency, Holders of the
Subordinated Securities may recover less, ratably, than other creditors of XTRA,
Inc., including holders of Senior Indebtedness.

Subject to payment in full of all Senior Indebtedness of XTRA, Inc., the
rights of Holders of the Subordinated Securities will be subrogated to the
rights of holders of Senior Indebtedness to receive payments or distributions of
cash, property or securities of XTRA, Inc. applicable to Senior Indebtedness.

"Senior Indebtedness" means the principal of, premium, if any, and interest
on (a) all indebtedness of XTRA, Inc. (including indebtedness of others
guaranteed by XTRA, Inc.), other than the Subordinated Securities, which is (i)
for money borrowed or (ii) evidenced by a note or similar instrument given in
connection with the acquisition of any business, properties or assets of any
kind or in connection with the obtaining of financing, and (b) amendments,
renewals, extensions, modifications and refundings of any such indebtedness or
obligation, in any such case whether outstanding on the date of the Subordinated
Indenture or thereafter created, incurred or assumed, unless in any case in the
instrument creating or evidencing any such indebtedness or obligation or
pursuant to which the same is outstanding it is provided that such indebtedness
or obligation is not superior in right of payment to the Subordinated Securities
or it is provided that such indebtedness or obligation is subordinated to Senior
Indebtedness to substantially the same extent as the Subordinated Securities are
subordinated to Senior Indebtedness. The term "Senior Lender" shall mean any
holder of Senior Indebtedness or Senior Guarantor Indebtedness (as defined below
under "Guarantees").

The Subordinated Indenture places no limitation on the amount of additional
Senior Indebtedness or Senior Guarantor Indebtedness that may be incurred by
XTRA, Inc., XTRA Missouri, Inc. or the Company. XTRA, Inc., XTRA Missouri, Inc.
and the Company expect from time to time to incur additional indebtedness
constituting Senior Indebtedness and Senior Guarantor Indebtedness. As of
December 21, 1995, the amount of Senior Indebtedness was approximately
$814,000,000 and the amount of Senior Guarantor Indebtedness was
approximately $814,000,000.

GUARANTEES

Each of the Company and XTRA Missouri, Inc. will unconditionally guarantee
the due and punctual payment of principal of, premium, if any, and interest on
the Debt Securities, when and as the same shall become due and payable, whether
at the maturity date, by declaration of acceleration, call for redemption or
otherwise, except that payments under the Guarantees of the Subordinated
Securities will be subordinated to Senior Guarantor Indebtedness to the extent
described below. The term "Senior Guarantor Indebtedness" means all obligations
of the Company or XTRA Missouri, Inc. under guarantees of Senior Indebtedness of
XTRA, Inc. No payment will be made by either Guarantor under the Guarantees in
respect of the Subordinated Securities during any period that payments by XTRA,
Inc. on the Subordinated Securities are suspended by the subordination
provisions of the Subordinated Indenture as described above under "Subordination
of Subordinated Securities." The Guarantees will remain in effect until the
entire principal of, premium, if any, and interest on the Debt Securities shall
have been paid in full or otherwise discharged in accordance with the provisions
of the Indentures. (Section 2.2)

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Upon any distribution of assets of the Company or XTRA Missouri, Inc. upon
any liquidation, dissolution or other winding up of the Company or XTRA
Missouri, Inc., whether voluntary or involuntary, or in bankruptcy or
insolvency, all amounts due in respect of all Senior Guarantor Indebtedness must
be paid in full before the Holders of the Guarantees of the Subordinated
Securities, or the Subordinated Trustee, are entitled to receive or retain any
assets so distributed in respect of the Guarantees of the Subordinated
Securities. By reason of this provision, in the event of insolvency, Holders of
the Subordinated Securities and the related Guarantees may recover less,
ratably, than other creditors of the Company or XTRA Missouri, Inc., including
holders of Senior Guarantor Indebtedness.

Subject to payment in full of all Senior Guarantor Indebtedness, the rights
of the Holders of the Subordinated Securities under the related Guarantees will
be subrogated to the rights of Holders of Senior Guarantor Indebtedness to
receive payments or distributions of cash, property or securities of the Company
or XTRA Missouri, Inc. applicable to Senior Guarantor Indebtedness.

The Company's sources of funds for payment of its obligations, including
its obligations under the Guarantees of the Debt Securities, are advances and
dividends from its subsidiary, XTRA Missouri, Inc. XTRA Missouri, Inc.'s sources
of funds for payment of its obligations, including its obligations under the
Guarantee of the Debt Securities, are advances and dividends from its
subsidiary, XTRA, Inc. See "Description of Common Stock of XTRA Corporation --
Holding Company Status."

GLOBAL SECURITIES

Some or all of the Debt Securities of any series may be represented, in
whole or in part, by one or more Global Securities which will have an aggregate
principal amount equal to that of the Debt Securities represented thereby. Each
Global Security will be registered in the name of a Depositary or a nominee
thereof identified in the applicable Prospectus Supplement, will be deposited
with such Depositary or nominee or a custodian therefor and will bear a legend
regarding the restrictions on exchanges and registration of transfer thereof
referred to below and any such other matters as may be provided for pursuant to
the Indenture.

No Global Security may be exchanged in whole or in part for Debt Securities
registered, and no transfer of a Global Security in whole or in part may be
registered, in the names of Persons other than the Depositary for such Global
Security or its nominee unless (i) such Depositary notifies XTRA, Inc. that it
is unwilling or unable to continue as Depositary for such Global Security or if
at any time such Depositary ceases to be a clearing agency registered under the
Exchange Act, (ii) there shall have occurred and be continuing an Event of
Default with respect to the Debt Securities, (iii) XTRA, Inc. executes and
delivers to the Trustee an order to the effect that the Global Securities shall
be transferable and exchangeable, or (iv) there shall exist such circumstances
in addition to, or in lieu of, the foregoing as may be described in the
applicable Prospectus Supplement. (Sections 3.1. and 3.5) Principal of, premium,
if any, and interest on a Global Security will be payable in the manner
described in the Prospectus Supplement relating thereto. The specific terms of
the depositary arrangements with respect to any portion of a series of Debt
Securities to be represented by a Global Security will be described in the
applicable Prospectus Supplement.

CERTAIN COVENANTS OF XTRA, INC. AND THE GUARANTORS
LIMITATION ON LIENS OF THE COMPANY AND XTRA MISSOURI, INC.
Neither the Company nor XTRA Missouri, Inc. will create or permit to exist
any mortgage, pledge, deed of trust or security interest on any of the capital
stock, or Indebtedness convertible into capital stock, of any of its
Subsidiaries. (Section 10.7)

LIMITATION ON LIENS OF XTRA, INC.

XTRA, Inc. will not create or permit to exist any mortgage, pledge, deed of
trust, financing lease or security interest ("Liens") on any of its property
whether now owned or hereafter acquired other than:

(i) Liens on Transportation Equipment securing Acquired Equipment
Indebtedness;

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<PAGE> 11
(ii) Liens on Transportation Equipment securing Purchase Money
Equipment Indebtedness, but only on the Transportation Equipment in respect
to the purchase of which such Purchase Money Equipment Indebtedness shall
have been incurred;

(iii) Liens on real property;

(iv) Liens incurred or deposits made in the ordinary course of
business (1) in connection with workers' compensation, unemployment
insurance, social security and other like laws, or (2) to secure the
performance of letters of credit, bids, tenders, sales contracts, leases,
statutory obligations, surety, appeal and performance bonds and other
similar obligations not incurred in connection with Indebtedness or (3) in
connection with the opening of commercial letters of credit naming XTRA,
Inc. as an account party;

(v) Liens on Transportation Equipment securing Lease Obligations;
provided, however, that no such Lease Obligations shall arise out of the
Sale and Leaseback of Transportation Equipment unless the Sale and
Leaseback in question is entered into prior to, at the time of or within
180 days of the acquisition of the Transportation Equipment being sold and
leased back; and provided, further, that the leasing of Transportation
Equipment which has been remanufactured so that it is the substantial
equivalent of new equipment shall be considered the leasing of new
equipment and not of the used equipment which was remanufactured and
subsequently sold and leased back; and

(vi) Liens to secure Indebtedness and other obligations (excluding
Subordinated Indebtedness) which are not referred to as permitted Liens in
paragraphs (i), (ii), (iii), (iv) and (v) above; provided, however, that
the aggregate principal amount of Indebtedness and other obligations
secured thereby at any one time outstanding shall not exceed 10% of the
Consolidated Net Worth of XTRA, Inc.;

unless prior to or simultaneously with the inception of any such Lien which is
not referred to as a permitted Lien in paragraph (i), (ii), (iii), (iv), (v) or
(vi) above, XTRA, Inc. shall have executed and delivered to a Security Trustee
(as hereinafter defined), a security agreement or security agreements and such
other documents as the Security Trustee may reasonably request, each in form and
substance satisfactory to the applicable Trustee, granting to the Security
Trustee a security interest in such property subject to such Lien, such security
interest to be for the equal and ratable benefit of the Holders and such other
holder or holders of Indebtedness with which XTRA, Inc. has agreed to permit
such holders to share in such Lien. Such security agreement or security
agreements may provide, at the option of XTRA, Inc., that the security interest
granted to the Security Trustee thereby shall terminate upon the termination of
all other Liens for the benefit of such other holder or holders of Indebtedness.
The Security Trustee shall be such Person as may be selected by XTRA, Inc. or
any holder of Indebtedness to whom XTRA, Inc. has specifically granted the right
to select such Security Trustee and who shall be entitled to act without
qualification or who, if required, shall qualify to act as such under the Trust
Indenture Act of 1939. (Section 10.8)

CERTAIN DEFINITIONS USED IN THE INDENTURES

"Acquired Equipment Indebtedness" of a Person is defined to mean all
Indebtedness (including all Lease Obligations) of the Person in question if such
Indebtedness (a) is Secured Equipment Indebtedness and (b) was incurred by
another Person prior to the time the Person in question acquired the
Transportation Equipment or Transportation Equipment leases securing such
Secured Equipment Indebtedness from such other Person or prior to the time the
Person in question acquired such other Person and shall include all extensions,
renewals and refinancings of such Indebtedness not in excess of the principal
amount thereof outstanding immediately prior to such extension, renewal or
refinancing.

"Consolidated Net Worth" of a Person is defined to mean, at any date as of
which the amount thereof shall be determined, the sum of the following amounts
which would be set forth on a Consolidated balance sheet of the Person in
question and its Subsidiaries at such date, determined in each case on a
Consolidated basis in accordance with generally accepted accounting principles:
(a) the par value (or values stated on the books of such Person) of the capital
stock of all classes of such Person other than capital stock held in the
treasury of such Person, plus (b) the amount of the Consolidated surplus,
whether capital or earned, of such Person and its Subsidiaries, plus (c)
Subordinated Indebtedness of such Person, plus (d) 50% of the deferred

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income tax liability of such Person and its Subsidiaries, less (e) the amount
which would be carried in the asset side of such balance sheet of such Person
and its Subsidiaries in respect of goodwill, trade names, trademarks, patents,
unamortized debt issuance expenses and other intangibles, less (f) any increase
in the value of a fixed asset arising from a revaluation thereof after September
30, 1994.

"Indebtedness" is defined to mean (a) the principal of all indebtedness (i)
for borrowed money or (ii) for the deferred purchase price of property unless
the price thereof was payable in full within 12 months from the date on which
the obligation was created or (iii) evidenced by notes, bonds or other
instruments, (b) all Lease Obligations and (c) all guarantees and other
contingent obligations in respect of the principal of Indebtedness of others;
provided, however, that Indebtedness shall not include Subordinated
Indebtedness.

"Lease Obligation" of a Person is defined to mean all rental obligations
under leases of property (other than electronic data processing and computer
equipment and leases of office space by such Person or its Subsidiaries) either
(a) which are Capitalized Leases, or (b) if not Capitalized Leases, which are
leases of equipment which had an initial term of more than three years
(including any renewal terms at the option of the lessor). The amount of Lease
Obligations shall be equal to the aggregate value of rentals payable (other than
rentals consisting of taxes, indemnities, maintenance items, replacements and
other similar charges which are in addition to the basic financial rent for the
use of the property) by the lessee thereof during the remaining term thereof,
including periods of renewal at the option of the lessor, discounted to present
value using the lessee's "incremental borrowing rate at the inception of the
lease" in accordance with Financial Accounting Standard No. 13 of the Financial
Accounting Standards Board from time to time in effect.

"Purchase Money Equipment Indebtedness" of a Person is defined to mean all
Indebtedness (excluding all Lease Obligations) of such Person which is Secured
Equipment Indebtedness incurred to finance the purchase of Transportation
Equipment if such Indebtedness (a) shall have been incurred within 180 days of
the acquisition of such Transportation Equipment by the Person whose Purchase
Money Equipment Indebtedness is being determined and (b) does not exceed in
principal amount the initial cost of such Transportation Equipment and shall
include all extensions, renewals and refinancings of such Indebtedness not in
excess of the principal amount thereof outstanding immediately prior to such
extension, renewal or refinancing. The initial cost of Transportation Equipment
may include, in addition to the purchase price thereof and the purchase price of
all accessories and equipment installed thereon, all freight, delivery and
handling charges, excise, sales and use taxes and all other amounts which may be
capitalized and included in the cost of the equipment under generally accepted
accounting principles.

"Sale and Leaseback", with respect to a Person, means any transaction with
a bank, company, lender or investor providing for the leasing by such Person of
any property which has been or is to be sold or transferred by such Person to
such bank, company, lender or investor, or to any Person to whom funds have been
or are to be advanced by such bank, company, lender or investor on the security
of such property. (Section 10.7)

"Secured Equipment Indebtedness" is defined to mean with respect to a
Person all Indebtedness which is secured by any security interest, mortgage,
charge, pledge, deed of trust, or other similar lien on Transportation Equipment
or on leases of any such Transportation Equipment by the owner thereof and
includes all Lease Obligations. Transportation Equipment which is subject to a
lease or contract which is included as a Lease Obligation is deemed to secure
the Indebtedness evidenced thereby.

"Subordinated Indebtedness" is defined to mean Indebtedness of the Company,
XTRA Missouri, Inc. or XTRA, Inc. which is expressly subordinated and subject in
right of payment to the prior payment, in bankruptcy or in the event of a
payment default on the Debt Securities or the Guarantees, in full in money or
money's worth in accordance with their terms, of all principal of, premium, if
any, and interest on the Debt Securities or the Guarantees, as applicable. The
Subordinated Securities will constitute Subordinated Indebtedness.

"Subsidiary" of the Company, XTRA Missouri, Inc. or XTRA, Inc. is defined
to mean a corporation more than 50% of the Voting Stock of which is owned,
directly or indirectly, by the Company, XTRA Missouri, Inc., XTRA, Inc. and/or
one or more Subsidiaries of the Company, XTRA Missouri, Inc. or XTRA, Inc.

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"Transportation Equipment" is defined to mean containers, trucks, tractors,
trailers, chassis, cranes, portable ramps, lifting equipment, railroad
locomotives, railroad rolling stock, modular office units, mobile office and
storage trailers and all other transportation equipment, and includes all
accessories and attachments thereto. (Section 1.1)

EVENTS OF DEFAULT

The following are Events of Default under the Indentures with respect to
Debt Securities of any series: (a) failure to pay any interest on any Debt
Security of that series when due, continued for 30 days, in the case of the
Subordinated Securities, whether or not such payment is prohibited by the
subordination provisions of the Subordinated Indenture; (b) failure to pay
principal of any Debt Security of that series when due, in the case of the
Subordinated Securities, whether or not such payment is prohibited by the
subordination provisions of the Subordinated Indenture; (c) default in the
deposit of any sinking fund payment, when due by the terms of the Debt
Securities of that series, in the case of the Subordinated Securities, whether
or not such payment is prohibited by the subordination provisions of the
Subordinated Indenture; (d) failure to perform any other covenant or breach of a
warranty of XTRA, Inc., XTRA Missouri, Inc. or the Company in the applicable
Indenture (other than a covenant expressly included in such Indenture solely for
the benefit of a series of Debt Securities other than that series), continued
for 60 days after written notice as provided in the respective Indentures; (e)
default by the Company, XTRA Missouri, Inc. or XTRA, Inc. with respect to
payment of other Indebtedness at its stated maturity or such as would permit the
holder thereof to accelerate the stated maturity of such Indebtedness, in each
case, in a principal amount of $10,000,000 or more if such Indebtedness is not
discharged or such acceleration is not rescinded or annulled within 10 days
after written notice as provided in the Indentures; (f) certain events in
bankruptcy, insolvency or reorganization of the Company, XTRA Missouri, Inc. or
XTRA, Inc.; and (g) any other Event of Default provided with respect to Debt
Securities of that series. (Section 5.1) If an Event of Default with respect to
Debt Securities of any series at the time outstanding shall occur and be
continuing, either the applicable Trustee or the Holders of at least 25% in
principal amount of the Debt Securities of that series may declare the principal
amount of all Debt Securities of that series (or if any Debt Securities of such
series are Original Issue Discount Securities, such portion of the principal
amount of such Debt Securities as may be specified by the terms thereof) to be
due and payable immediately. However, at any time after a declaration of
acceleration with respect to Debt Securities of any series has been made, but
before a judgment or decree based on such acceleration has been obtained, the
Holders of a majority in principal amount of the Debt Securities of that series
may, under certain circumstances, rescind and annul such acceleration. (Section
5.2) For information as to waiver of default, see "Modification and Waiver."

The Indentures provide that, subject to the duty of the respective Trustees
thereunder during default to act with the required standard of care, such
Trustee will be under no obligation to exercise any of its rights or powers
under the respective Indentures at the request or direction of any of the
Holders of the Debt Securities unless they shall have offered to such Trustee
reasonable indemnity. (Section 6.3) Subject to such provisions for
indemnification of the Trustees, the Holders of a majority in principal amount
of the Debt Securities of any series affected will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the applicable Trustee, or exercising any trust or power conferred on such
Trustee, with respect to the Debt Securities of such series. (Section 5.12)

No Holder of a Debt Security of any series will have any right to institute
any proceeding with respect to the applicable Indenture, or for the appointment
of a receiver or a trustee, or for any other remedy thereunder, unless (i) such
Holder has previously given to the applicable Trustee written notice of a
continuing Event of Default with respect to the Debt Securities of that series,
(ii) the Holders of at least 25% in aggregate principal amount of the
Outstanding Debt Securities of that series have made written request, and such
Holder or Holders have offered reasonable indemnity, to such Trustee to
institute such proceeding as trustee, and (iii) such Trustee has failed to
institute such proceeding, and has not received from the Holders of a majority
in aggregate principal amount of the Outstanding Debt Securities of that series
a direction inconsistent with such request, within 60 days after such notice,
request and offer. (Section 5.7) However, such limitations do not apply to a
suit instituted by a Holder of a Debt Security for the enforcement of

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payment of the principal of or any premium or interest on such Debt Security on
or after the applicable due date specified in such Debt Security. (Section 5.8)

The Guarantors and XTRA, Inc. will each be required to furnish to the
Trustees annually a statement as to whether there is a default in the
performance or observance of certain covenants. (Section 10.9)

DEFEASANCE

Defeasance and Discharge. If so indicated in the applicable Prospectus
Supplement with respect to the Debt Securities of a series, the Guarantors and
XTRA, Inc., at their option, (i) will be discharged from any and all
obligations in respect of the Debt Securities (and Guarantees) of such series
(except for certain obligations to register the transfer or exchange of Debt
Securities of such series, to replace stolen, lost or mutilated Debt Securities
of such series, to maintain paying agencies and to hold monies for payment in
trust), or (ii) will be released from their obligations to comply with the
covenants that are specified under "Certain Covenants of XTRA, Inc., and the
Guarantors" above and other covenants and obligations specified in Section 13.3
of the applicable Indenture with respect to the Debt Securities of such series,
and the occurrence of an event described in clause (d) under "Events of
Default" above with respect to any defeased covenant and clauses (e) and (g) of
the "Events of Default" above shall no longer be an Event of Default if, in
either case, the Company, XTRA Missouri, Inc. and/or XTRA, Inc. deposits with
the applicable Trustee, in trust, money and/or U.S. Government Obligations
that, through the payment of interest and principal in respect thereof in
accordance with their terms will provide money in an amount sufficient to pay
the principal of and each instalment of interest on the Debt Securities of such
series, on the stated maturity of such payments in accordance with the terms of
the applicable Indenture and the Debt Securities of such series. Money and/or
U.S. Government Obligations so held in trust will not be subject to the
subordination provisions described under "Subordination of Subordinated
Securities." (Sections 13.2 and 13.3) Such a trust may be established only if,
among other things, (i) no Event of Default or event which with the giving of
notice of lapse of time, or both, would become an Event of Default under the
applicable Indenture shall have occurred and be continuing on the date of such
deposit, (ii) no Event of Default described under clause (f) under "Events of
Default" above or event which with the giving of notice or lapse of time, or
both, would become an Event of Default described under such clause (f) shall
have occurred and be continuing at any time during the period ending on or
prior to the 90th day following such date of deposit, and (iii) XTRA, Inc.
delivers to the applicable Trustee an opinion of counsel to the effect that the
Holders of the Debt Securities of such series will not recognize gain or loss
for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred. (Section 13.4)

In the event the Guarantors and XTRA, Inc. exercise their options to omit
compliance with certain covenants and Events of Default of the applicable
Indenture with respect to the Debt Securities of a series as described under
clause (ii) above and the Debt Securities of such series are declared due and
payable because of the occurrence of any undefeased Event of Default, the amount
of money and U.S. Government Obligations on deposit with the applicable Trustee
may not be sufficient to pay amounts due on the Debt Securities of such series
at the time of the acceleration resulting from such Event of Default. In such a
case, XTRA, Inc. and the Guarantors would remain liable for such payments.

MODIFICATION AND WAIVER

Modifications and amendments of the respective Indentures may be made by
the Guarantors, XTRA, Inc. and the Trustee with the consent of the Holders of a
majority in principal amount of the Outstanding Debt Securities of each series
which are affected thereby and 66 2/3% in aggregate principal amount of the
Outstanding Debt Securities of all series affected thereby; provided, however,
that no such modification or amendment may, without the consent of each Holder
of such Debt Security affected thereby: (a) change the stated maturity of the
principal of, or any instalment of principal of or interest on, any such Debt
Security; (b) reduce the principal amount of or interest on any such Debt
Securities; (c) change the place or currency of payment of principal of or
interest on any such Debt Security; (d) impair the right to institute suit for
the

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enforcement of any payment on or with respect to any such Debt Security; (e)
reduce the amount payable upon acceleration of the Maturity of a Debt Security;
(f) in the case of the Subordinated Securities, modify the subordination
provisions in a manner adverse to the Holders of the Subordinated Securities and
the related Guarantees; (g) reduce the above stated percentage of Holders of
Debt Securities which is required for modification or amendment of the
applicable Indenture or for waiver of compliance with certain provisions of the
applicable Indenture or for waiver of certain defaults; or (h) change in any
adverse way the terms of the Guarantees with respect to the payment of the
principal of, premium, if any, and interest on the Debt Securities. (Section
9.2)

The Holders of a majority in principal amount of the Outstanding Debt
Securities of each series and 66 2/3% in aggregate principal amount of the
Outstanding Debt Securities of all series affected thereby may on behalf of the
Holders of all Debt Securities of the series waive, insofar as the Debt
Securities of that series are concerned, compliance by the Guarantors and XTRA,
Inc. with certain restrictive provisions of the applicable Indenture. (Section
10.9) The Holders of a majority in principal amount of the Outstanding Debt
Securities of a series may on behalf of the Holders of all Debt Securities of
that series waive any past default under the applicable Indenture with respect
to that series of Debt Securities, except a default in the payment of the
principal of, premium, if any, or interest on any Debt Security of the series or
in respect of any provision which under the applicable Indenture cannot be
modified or amended without the consent of the Holder of each Debt Security of
that series affected. (Section 5.13)

The Indentures provide that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given or
taken any direction, notice, consent, waiver or other action under the
applicable Indenture as of any date, (i) the principal amount of an Original
Issue Discount Security that will be deemed to be Outstanding will be the amount
of the principal thereof that would be due and payable as of such date upon
acceleration of the Maturity thereof to such date, (ii) if, as of such date, the
principal amount payable at the Stated Maturity of a Debt Security is not
determinable (for example, because it is based on an index), the principal
amount of such Debt Security deemed to be Outstanding as of such date will be an
amount determined in the manner prescribed for such Debt Security, and (iii) the
principal amount of a Debt Security denominated in one or more foreign
currencies or currency units that will be deemed to be Outstanding will be the
U.S. dollar equivalent, determined as of such date in the manner prescribed for
such Debt Security (or, in the case of a Debt Security described in clause (i)
or (ii) above, of the amount described in such clause). Certain Debt Securities,
including those for whose payment or redemption money has been deposited or set
aside in trust for the Holders and those that have been fully defeased pursuant
to Section 13.2, will not be deemed to be Outstanding. (Section 1.1)

Except in certain limited circumstances, XTRA, Inc. will be entitled to set
any day as a record date for the purpose of determining the Holders of
Outstanding Debt Securities of any series entitled to give or take any
direction, notice, consent, waiver or other action under the applicable
Indenture, in the manner and subject to the limitations provided in the
applicable Indenture. In certain limited circumstances, the Trustee will be
entitled to set a record date for action by the Holders. If a record date is set
for any action to be taken by Holders of a particular series, such action may be
taken only by persons who are Holders of Outstanding Debt Securities of that
series on the record date. To be effective, such action must be taken by Holders
of the requisite principal amount of such Debt Securities within a specified
period following the record date. For any particular record date, this period
will be 180 days or such shorter period as may be specified by XTRA, Inc. (or
the Trustee, if it set the record date), and may be shortened or lengthened (but
not beyond 180 days) from time to time. (Section 1.4)

CONSOLIDATION, MERGER AND SALE OF ASSETS

Each of XTRA, Inc., XTRA Missouri, Inc. and the Company, without the
consent of any Holders of Debt Securities, may consolidate or merge with or
into, or transfer or lease its assets substantially as an entirety to, any
Person, and any other Person may consolidate or merge with or into, or transfer
or lease its assets substantially as an entirety to, XTRA, Inc., XTRA Missouri,
Inc. or the Company, provided that (i) the Person (if other than XTRA, Inc.,
XTRA Missouri, Inc. or the Company) formed by such consolidation or into which
XTRA, Inc., XTRA Missouri, Inc. or the Company is merged or which acquires or
leases the assets of XTRA, Inc., XTRA Missouri, Inc. or the Company
substantially as an entirety is a corporation, partnership or trust organized
and
13
<PAGE> 16
validly existing under the laws of any United States jurisdiction and assumes
XTRA, Inc.'s, XTRA Missouri, Inc.'s or the Company's obligations on the Debt
Securities or the Guarantees, as the case may be, and under the Indentures, (ii)
after giving effect to such transaction no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event of Default, shall
have happened and be continuing, and (iii) certain other conditions are met.
(Article Eight)

NOTICES

Notices to Holders of Debt Securities will be given by mail to the
addresses of such Holders as they may appear in the Security Register. (Sections
1.1 and 1.6)

TITLE

XTRA, Inc., the Guarantors, the Trustees and any agent of XTRA, Inc., the
Guarantors or the Trustees may treat the Person in whose name a Debt Security is
registered as the absolute owner thereof (whether or not such Debt Security may
be overdue) for the purpose of making payment and for all other purposes.
(Section 3.8)

GOVERNING LAW

The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the law of the State of New York. (Section 1.12)

CONCERNING THE TRUSTEES

The Indentures contain certain limitations on the right of the
Trustees, should they become a creditor of XTRA, Inc. or the Guarantors, to
obtain payment of claims in certain cases, or to realize for their own account
on certain property received in respect of any such claim as security or
otherwise. (Section 6.13) The Trustees will be permitted to engage in certain
other transactions; however, if they acquire any conflicting interest and there
is a default under the Debt Securities, they must eliminate such conflict or
resign. (Section 6.8)

DESCRIPTION OF PREFERRED STOCK OF XTRA CORPORATION

The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain other terms of any series of the
Preferred Stock offered by any Prospectus Supplement will be described in such
Prospectus Supplement. The description of certain provisions of the Preferred
Stock set forth below and in any Prospectus Supplement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Company's Restated Certificate of Incorporation and By-laws, including the
definitions therein of certain terms, and the certificate of designations (each
a "Certificate of Designations") relating to each series of the Preferred Stock
that will be filed with the Commission and incorporated by reference as an
exhibit to the Registration Statement of which this Prospectus is a part at or
prior to the time of the issuance of such series of the Preferred Stock. Copies
of the Restated Certificate of Incorporation and the By-laws are incorporated by
reference as exhibits to the Registration Statement of which this Prospectus is
part.

GENERAL

Under the Company's Restated Certificate of Incorporation, the Company is
authorized to issue up to 3,000,000 shares of Preferred Stock, in one or more
series, with such designations, voting powers, preferences and relative
participating, optional or other special rights, and with such qualifications,
limitations or restrictions thereon, as may be stated or expressed in
resolutions providing for the creation and issuance thereof adopted by the Board
of Directors of the Company. Thus, without stockholder approval, the Board of
Directors could authorize the issuance of Preferred Stock with voting,
conversion and other rights that could

14
<PAGE> 17
dilute the voting power and other rights of the holders of Common Stock. No
Preferred Stock is currently outstanding.

The Preferred Stock shall have the dividend, liquidation, redemption and
voting rights set forth below, unless otherwise provided in a Prospectus
Supplement relating to a particular series of the Preferred Stock. Reference is
made to the Prospectus Supplement relating to the particular series of the
Preferred Stock offered hereby for specific terms, including: (i) the
designation and stated value per share of such Preferred Stock and the number of
shares offered; (ii) the amount of liquidation preference per share; (iii) the
initial public offering price at which such Preferred Stock will be issued; (iv)
the dividend rate (or method of calculation), the dates on which dividends shall
be payable and the dates from which dividends shall commence to cumulate, if
any; (v) any redemption or sinking fund provisions; (vi) any conversion rights;
and (vii) any additional voting, dividend, liquidation, redemption, sinking fund
and other rights, preferences, privileges, limitations and restrictions.

The Preferred Stock will, when issued, be fully paid and nonassessable and
will have no preemptive rights. Unless otherwise provided in the applicable
Prospectus Supplement, each series of the Preferred Stock will rank on a parity
as to the payment of dividends and amounts upon dissolution, liquidation or
winding up of the Company. The rights of the holders of each series of the
Preferred Stock will be subordinate to those of the Company's general creditors.

DIVIDEND RIGHTS

Holders of the Preferred Stock of each series will be entitled to receive,
when, as and if declared by the Board of Directors of the Company, out of funds
of the Company legally available therefor, cash dividends on such dates and at
such rates as are set forth in, or as are determined by the method described in,
the Prospectus Supplement relating to such series of the Preferred Stock. Such
rate may be fixed or variable or both. Each such dividend will be payable to the
holders of record as they appear on the stock books of the Company on such
record dates, fixed by the Board of Directors of the Company, as specified in
the Prospectus Supplement relating to such series of Preferred Stock.

Such dividends may be cumulative or noncumulative, as provided in the
Prospectus Supplement relating to such series of Preferred Stock. If the Board
of Directors of the Company fails to declare a dividend payable on a dividend
payment date on any series of Preferred Stock for which dividends are
noncumulative, then the right to receive a dividend in respect of the dividend
period ending on such dividend payment date will be lost, and the Company will
have no obligation to pay the dividend accrued for such period, whether or not
dividends on such series are declared payable on any future dividend payment
dates. Dividends on the shares of each series of Preferred Stock for which
dividends are cumulative will accrue from the date on which the Company
initially issues shares of such series or such other dates as may be set forth
in the applicable Prospectus Supplement.

Unless otherwise specified in the applicable Prospectus Supplement, so long
as the shares of any series of the Preferred Stock are outstanding, unless (i)
full dividends (including, if such Preferred Stock is cumulative, dividends for
prior dividend periods) have been paid or declared and set apart for payment on
all outstanding shares of the Preferred Stock of such series (other than Junior
Stock, as defined below) and (ii) the Company is not in default or in arrears
with respect to the mandatory or optional redemption or mandatory repurchase or
other mandatory retirement of, or with respect to any sinking or other analogous
fund for, any shares of Preferred Stock of such series (other than Junior
Stock), the Company may not declare any dividends on any shares of Common Stock
of the Company or any other stock of the Company ranking as to the payment of
dividends or amounts upon dissolution, liquidation or winding up of the Company
junior to such series of Preferred Stock (the Common Stock and any such other
stock being herein referred to as "Junior Stock"), or make any payment on
account of, or set apart money for, the purchase, redemption or other retirement
of, or for a sinking or other analogous fund for, any shares of Junior Stock or
make any distribution in respect thereof, whether in cash or property or in
obligations or stock of the Company, other than Junior Stock that is neither
convertible into, nor exchangeable or exercisable for, any securities of the
Company other than Junior Stock and other than as a result of the
reclassification of Junior Stock.

15
<PAGE> 18
LIQUIDATION PREFERENCES

Unless otherwise specified in the applicable Prospectus Supplement, in the
event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the holders of a series of Preferred Stock will be
entitled to receive out of the assets of the Company available for distribution
to stockholders, before any distribution of assets is made to the holders of
Junior Stock, the amount set forth in the Prospectus Supplement relating to such
series of the Preferred Stock. If, upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the amounts payable with
respect to the Preferred Stock of any series and any other shares of preferred
stock of the Company (including any other series of the Preferred Stock) ranking
as to the payment of amounts upon the dissolution, liquidation or winding up of
the Company on a parity with such series of the Preferred Stock are not paid in
full, the holders of the Preferred Stock of such series and of such other shares
of preferred stock of the Company will share ratably in any such distribution of
assets of the Company in proportion to the full respective preferential amounts
to which they are entitled. After payment to the holders of the Preferred Stock
of each series of the full preferential amounts of the liquidating distribution
to which they are entitled, the holders of each such series of the Preferred
Stock will be entitled to no further participation in any distribution of assets
by the Company.

REDEMPTION

A series of the Preferred Stock may be redeemable, in whole or from time to
time in part, at the option of the Company, and may be subject to mandatory
redemption pursuant to a sinking fund or otherwise, in each case upon terms, at
the times and at the redemption prices set forth in the Prospectus Supplement
relating to such series. Shares of the Preferred Stock redeemed by the Company
will be restored to the status of authorized but unissued shares of preferred
stock of the Company.

In the event that fewer than all of the outstanding shares of a series of
the Preferred Stock are to be redeemed, whether by mandatory or optional
redemption, the number of shares to be redeemed will be determined by lot or pro
rata (subject to rounding to avoid fractional shares) as may be determined by
the Company or by any other method as may be determined by the Company in its
sole discretion to be equitable. From and after the redemption date (unless
default is made by the Company in providing for the payment of the redemption
price plus accumulated and unpaid dividends, if any) dividends will cease to
accumulate on the shares of the Preferred Stock called for redemption and all
rights of the holders thereof (except the right to receive the redemption price
plus accumulated and unpaid dividends, if any) will cease.

Unless otherwise specified in the applicable Prospectus Supplement, so long
as any dividends on shares of any series of the Preferred Stock or any other
series of preferred stock of the Company ranking on a parity as to payment of
dividends and amounts upon the liquidation, dissolution or winding up of the
Company with such series of the Preferred Stock are in arrears, no shares of any
such series of the Preferred Stock or such other series of preferred stock of
the Company will be redeemed (whether by mandatory or optional redemption)
unless all such shares are simultaneously redeemed, and the Company will not
purchase or otherwise acquire any such shares; provided, however, that the
foregoing will not prevent the purchase or acquisition of such shares pursuant
to a purchase or exchange offer made on the same terms to holders of all such
shares outstanding.

CONVERSION RIGHTS

The terms, if any, on which shares of Preferred Stock of any series may be
exchanged for or converted (mandatorily or otherwise) into shares of Common
Stock or another series of Preferred Stock will be set forth in the Prospectus
Supplement relating thereto.

VOTING RIGHTS

Except as indicated in a Prospectus Supplement relating to a particular
series of the Preferred Stock, or except as required by applicable Delaware law
or in the Company's Restated Certificate of Incorporation or as described below,
the holders of the Preferred Stock will not be entitled to vote for any purpose.

16
<PAGE> 19
Unless otherwise specified in the related Prospectus Supplement, if
cumulative accrued dividends on any Preferred Stock have not been paid in an
aggregate amount equal to or greater than six quarterly dividends on such
shares, the Board of Directors shall increase by two the number of directors
(and if necessary amend the By-laws therefor) and the holders of the Preferred
Stock, voting as a single class, will be entitled to elect such additional two
directors to the Board of Directors until all such dividends in default have
been paid in full.

TRANSFER AGENT AND REGISTRAR

Unless otherwise indicated in a Prospectus Supplement relating thereto, The
First National Bank of Boston will be the transfer agent, dividend and
redemption price disbursement agent and registrar for shares of each series of
the Preferred Stock. See "Description of Common Stock of XTRA Corporation --
General."

DESCRIPTION OF COMMON STOCK OF XTRA CORPORATION

The following description of the terms of the Common Stock sets forth
certain general terms and provisions of the Common Stock to which any Prospectus
Supplement may relate. The description of certain provisions of the Common Stock
set forth below and in any Prospectus Supplement does not purport to be complete
and is subject to and qualified in its entirety by reference to the Company's
Restated Certificate of Incorporation and By-laws, including the definitions
therein of certain terms. Copies of the Restated Certificate of Incorporation
and the By-laws are incorporated by reference as exhibits to the Registration
Statement of which this Prospectus is part.

GENERAL

The Company's Restated Certificate of Incorporation authorizes the
issuance of up to 30,000,000 shares of Common Stock, par value $.50 per share,
of which 16,324,701 shares have been issued and were outstanding as of
December 21, 1995. The Common Stock of the Company is listed on the New
York Stock Exchange and the additional shares of Common Stock that may be
offered hereby will be listed, subject to notice of issuance, on such exchange.

The Transfer Agent and Registrar for the Company's Common Stock is The
First National Bank of Boston, 100 Federal Street, Boston, Massachusetts 02110.
In New York City, the Common Stock may be presented for transfer at the office
of BancBoston Trust Company of New York, One Exchange Plaza, 3rd Floor, 55
Broadway, New York, New York 10006.

Each holder of Common Stock is entitled to one vote for each share held.
Holders of Common Stock do not have preemptive rights and are not entitled to
cumulative voting in the election of Directors. All outstanding shares of Common
Stock are, and the shares of Common Stock that may be offered hereby when issued
will be, fully paid and non-assessable. The Board of Directors is authorized to
issue from time to time all of the authorized but unissued shares of Common
Stock.

In case of any liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to share pro rata in the distribution of
all assets of the Company remaining after the holders of any series of Preferred
Stock have been paid the preference designated for such shares.

Subject to the senior rights of any Preferred Stock, the holders of Common
Stock are entitled to receive dividends when and as declared by the Board of
Directors and paid by the Company from funds legally available therefor. The
Company's source of funds for the payment of cash dividends is advances and
dividends from its subsidiary, XTRA Missouri, Inc. XTRA Missouri's source of
funds for the payment of cash dividends is advances and dividends from its
subsidiary, XTRA, Inc. Several of the Company's loan agreements contain
restrictions on the payment of cash dividends by the Company and XTRA Missouri,
Inc., including limitations restricting dividends to a fixed amount plus
consolidated net income of the Company earned since a date specified in the
relevant agreement. In addition, such loan agreements restrict the payment of
advances and dividends to XTRA Missouri, Inc. from its subsidiary, XTRA, Inc.

17
<PAGE> 20
CERTAIN OTHER PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION

Delaware law permits a corporation to eliminate the personal liability of
its directors to the corporation or to any of its stockholders for monetary
damages for a breach of fiduciary duty as a director, except (i) for breach of
the director's duty of loyalty, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
certain unlawful dividends and stock repurchases or (iv) for any transaction
from which the director derived an improper personal benefit. The Company's
Restated Certificate of Incorporation provides that no director of the Company
will be personally liable to the Company or its stockholders for monetary
damages for any breach of his fiduciary duty as a director, except as provided
by Delaware law.

As permitted by Delaware law, the Company's Restated Certificate of
Incorporation does not permit stockholder action by written consent. The
affirmative vote of the holders of at least 80% of the Company's then
outstanding Common Stock is required to amend, alter or repeal this provision.

The Company's By-laws provide that stockholder nominations of candidates
for election as directors and other stockholder proposals generally must be
received by the Secretary of the Company not less than 60 nor more than 90 days
prior to the applicable stockholders' meeting.

The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. In general, this statute prohibits a publicly-held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. An "interested
stockholder" is a person who, together with affiliates and associates, owns (or
within the prior three years did own) 15% or more of the corporation's voting
stock.

HOLDING COMPANY STATUS

Because each of the Company and XTRA Missouri is a holding company, the
right of the Company or XTRA Missouri to participate in any distribution of
assets of any subsidiary upon its liquidation or reorganization (and thus the
ability of the Company's stockholders to benefit indirectly from such
distribution) would be subject to the prior claims of creditors of that
subsidiary, except to the extent that the Company or XTRA Missouri itself may be
a creditor of that subsidiary with recognized claims. In addition, XTRA, Inc.
conducts its leasing business primarily through fleet management agreements
with its subsidiaries, which accounted for 14% of XTRA, Inc.'s consolidated
assets at September 30, 1995 and for 93% of its consolidated revenues for
fiscal 1995. The right of XTRA, Inc. to participate in any distribution of
assets of any subsidiary upon its liquidation or reorganization (and thus the
ability of the Company's stockholders to benefit indirectly from such
distribution) would be subject to the prior claims of creditors of that
subsidiary, except to the extent that XTRA, Inc. itself may be a creditor of
that subsidiary with recognized claims. See, "The Company" for the right of
XTRA, Inc. to terminate the fleet management agreements.

PLAN OF DISTRIBUTION

The Company and/or XTRA, Inc. may sell Securities to or through
underwriters or to dealers acting as principals for their own account and also
may sell Securities directly to other purchasers or through agents. The Company
and XTRA, Inc. reserve the right to sell Securities directly to investors on
their own behalf in those jurisdictions where they are authorized to do so.

Underwriters may offer and sell the Securities at a fixed price or prices
that may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Company or
XTRA, Inc. also may, from time to time, authorize dealers, acting as the
Company's or XTRA, Inc.'s agents, as the case may be, to offer and sell the
Securities upon such terms and conditions as set forth in the related Prospectus
Supplement. In connection with the sale of the Securities, underwriters may
receive compensation from the Company or XTRA, Inc. in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of the
Securities for whom they may act as agent. Underwriters may sell the Securities
to or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agents.

Any underwriting compensation paid by the Company or XTRA, Inc. to
underwriters or agents in connection with the offering of the Securities, and
any discounts, concessions or commissions allowed by underwriters to
participating dealers, will be set forth in the related Prospectus Supplement.
Dealers and agents participating in the distribution of the Securities may be
deemed to be underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the Securities may be deemed

18
<PAGE> 21

to be underwriting discounts and commissions. Underwriters, dealers and agents
may be entitled, under agreements entered into with the Company and/or XTRA,
Inc., to indemnification against and contribution towards certain civil
liabilities.

If so indicated in a Prospectus Supplement, the Company and/or XTRA, Inc.
will authorize underwriters or other persons acting as the Company's and/or
XTRA, Inc.'s agents to solicit offers by certain institutions to purchase
Securities from the Company and/or XTRA, Inc. pursuant to contracts providing
for payment and delivery on a future date. Institutions with which such
contracts may be made include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions and
others, but in all cases such institutions must be approved by the Company
and/or XTRA, Inc. The obligations of any purchaser under any such contract will
be subject to the condition that the purchase of the Securities shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. The underwriters and such other agents will not have any
responsibility in respect of the validity or performance of such contracts.

Any Securities issued hereunder (other than Common Stock) will be new
issues of securities with no established trading market. Neither the Company nor
XTRA, Inc. currently intends to apply for the listing of any Securities (other
than the Common Stock) on any national securities exchange. No assurance can be
given as to the liquidity of the trading market for any such Securities.

Certain of the underwriters or agents and their associates may be customers
of, engage in transactions with and perform services for XTRA, Inc. or the
Company in the ordinary course of business.

VALIDITY OF SECURITIES

The validity of the Securities offered hereby will be passed upon for XTRA,
Inc., XTRA Missouri, Inc. and the Company by Ropes & Gray, One International
Place, Boston, Massachusetts 02110, and for any underwriter or agent by Sullivan
& Cromwell, 125 Broad Street, New York, New York 10004.

EXPERTS

The audited consolidated financial statements and schedules of the Company
incorporated by reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.

The audited consolidated financial statements of Matson Leasing Company,
Inc. for the years ended December 31, 1994 and 1993 incorporated in this
Prospectus by reference from the Company's Current Report on Form 8-K dated
June 20, 1995 have been audited by Deloitte & Touche LLP, independent auditors,
as indicated in their report dated January 27, 1995 (except for Note 12, as to
which the date is June 15, 1995) with respect thereto, which is incorporated
herein by reference. Such consolidated financial statements of Matson Leasing
Company, Inc. have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

19
<PAGE> 22
===============================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCE IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY, XTRA
MISSOURI, INC. OR XTRA, INC. SINCE THE DATE HEREOF OR THEREOF OR THAT THE
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
------------------------
TABLE OF CONTENTS

PROSPECTUS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 2
Use of Proceeds....................... 3
Consolidated Ratios of Earnings to
Fixed Charges and Consolidated Ratio
of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends........................... 3
Description of Debt Securities of
XTRA, Inc........................... 4
Description of Preferred Stock of XTRA
Corporation......................... 14
Description of Common Stock of XTRA
Corporation......................... 17
Plan of Distribution.................. 18
Validity of Securities................ 19
Experts............................... 19
</TABLE>

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

$800,000,000

XTRA CORPORATION

PREFERRED STOCK
COMMON STOCK

XTRA, INC.
DEBT SECURITIES
GUARANTEED AS TO THE PAYMENT
OF PRINCIPAL, PREMIUM, IF ANY,
AND INTEREST BY XTRA CORPORATION
AND XTRA MISSOURI, INC.
-----------------
PROSPECTUS
-----------------

===============================================================================
<PAGE> 23
<TABLE>
PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

<S> <C>
SEC Registration fee ................................................ $225,863
Printing and engraving expenses ..................................... 50,000
Fees and expenses of Trustee, Transfer Agent and Registrar........... 15,000
Accounting fees and expenses ........................................ 20,000
Legal fees and expenses ............................................. 150,000
Blue sky fees and expenses (including fees of counsel) .............. 35,000
Rating Agency fees .................................................. 50,000
Miscellaneous ....................................................... 38,137
Total .......................................................... --------
$584,000
<FN> ========
* All amounts except the SEC Registration fee are estimated.
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law of the State of Delaware, in which XTRA
Corporation and XTRA Missouri are incorporated, gives a corporation power to
indemnify any of its officers or directors against certain expenses,
judgments, fines and amounts paid in settlement in connection with certain
actions, suits or proceedings, provided generally, that such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
In addition, the statutes of Delaware contain provisions to the general
effect that any director shall in the performance of his duties be fully
protected in relying in good faith upon the books of account or records of the
corporation or statements prepared by any official of the corporation.
The Restated Certificate of Incorporation of XTRA Corporation includes
the following provision:

This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request
shall advance expenses to any person who is or was a party or is
threatened to be made a party to any threatened, pending or completed
action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was
or has agreed to be a director or officer of this corporation or while a
director or officer is or was serving at the request of this corporation
as a director, officer, partner, trustee, employee or agent of any
corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against
expenses (including attorney's fees and expenses), judgments, fines,
penalties and amounts paid in settlement incurred in connection with the
investigation, preparation to defend or defense of such action, suit,
proceeding, or claim; provided, however, that the foregoing shall not
require this corporation to indemnify or advance expenses to any person
in connection with any action, suit, proceeding, claim or counterclaim
initiated by or on behalf of such person. Such indemnification shall not
be exclusive of other indemnification rights arising under any by-law,
agreement, vote of directors or stockholders or otherwise and shall inure
to the benefit of the heirs and legal representatives of such person.
Any repeal or modification of the foregoing provisions of this Article 9
shall not adversely affect any right or protection of a director or
officer of this corporation existing at the time of such repeal or
modification.
The Certificate of Incorporation of XTRA Missouri includes the
following provision:

This corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request
shall advance expenses to any person who is or was a party or is
threatened to be made a party to any threatened, pending or completed
action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative, by reason of the fact that such person
is or was or has agreed to be a director or officer of this corporation
or while a director or officer is or was serving at the request of this
corporation as a director, officer, partner, trustee, employee or agent
of any corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
against expenses (including attorney's fees and expenses), judgements,
fines, penalties and amounts paid in settlement incurred in connection
with the investigation, preparation to defend or defense of such action,
suit, proceeding or claim; PROVIDED, HOWEVER, that the foregoing shall
not require this corporation to indemnify or advance expenses to any
person in connection with any action, suit, proceeding, claim or
counterclaim initiated by or on behalf of such person. Such
indemnification shall not be exclusive of other indemnification rights
arising under any by-law, agreement, vote of directors or stockholders or
otherwise and shall inure to the benefit of the heirs and legal
representatives of such person. Any person seeking indemnification under
this paragraph 10 shall be deemed to have met the standard of conduct
required for such indemnification unless the contrary shall be
established. Any repeal or modification of the foregoing provisions of
this paragraph 10 shall not adversely affect any right or protection of a
director or officer of this corporation with respect to any acts or
omissions of such director or officer occurring prior to such repeal or
modification.

The Business Corporation Act of the State of Maine, in which XTRA, Inc.
is incorporated, gives a corporation power to indemnify any of its officers or
directors against certain expenses, judgements, fines, and amounts paid in
settlement in connection with certain actions, suits or proceedings, provided
generally, that such person acted in good faith and in the reasonable belief
that his action was in the best interests of the corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe that
his conduct was unlawful. In addition, the statute provides that if a director
or officer is successful in the merits or otherwise in defense of certain
actions, suits or proceedings against him, while serving as a director or
officer of the corporation, the corporation shall indemnify him against
expenses reasonably incurred in defense of such claim, including attorney's
fees.

The By-laws of XTRA, Inc. include the following provisions:

II-1
<PAGE> 24

The corporation shall indemnify any person who is or was a director,
officer, employee or agent of the corporation, or who is or was serving in
another capacity at the request of the corporation, to the extent authorized
by the Maine Business Corporation Act and may purchase and maintain insurance
to protect itself against liability for such indemnification.

In addition, XTRA Corporation maintains a directors' and officers'
liability insurance policy.

XTRA Corporation has entered into Indemnification Agreements, the form of
which was approved by the stockholders of XTRA Corporation, with certain
officers of XTRA Corporation and its subsidiaries, including XTRA, Inc. The
Indemnification Agreements provide a number of procedures, presumptions and
remedies used in the determination of the right of the officer to
indemnification. These procedures, presumptions and remedies substantially
broaden the indemnity rights of officers beyond that provided by XTRA
Corporation's Restated Certificate of Incorporation described above. If an
action against an indemnified party is dismissed with or without prejudice,
the defense is deemed to have been successful and the indemnification is
required to be made. The Indemnification Agreements provide that expenses
must be paid within twenty days of any request and that a determination of
entitlement must be made within sixty days of the indemnification request
(otherwise a determination in favor of the indemnified party is deemed to have
been made). If there is a change in control of XTRA Corporation (as defined
in the Indemnification Agreement), the indemnified party is presumed to be
entitled to indemnification (although XTRA Corporation may overcome this
presumption), the indemnified party may require that independent counsel make
the determination of entitlement and may choose such counsel, subject to
objection by the Company on limited grounds. If a determination of
entitlement is made, XTRA Corporation is bound, but if the indemnified party
has previously been denied indemnification pursuant to the terms of the
Indemnification Agreement he or she is entitled to seek a de novo
determination from a court. XTRA Corporation is precluded from challenging
the validity of the procedures and presumptions contained in the
Indemnification Agreement in any court proceeding. The Indemnification
Agreement covers proceedings brought on or after the date of the execution of
the particular Indemnification Agreement, including proceedings based on acts
prior to the date of the particular agreement.
<TABLE>
ITEM 16. EXHIBITS.

<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
1 - Form of Distribution Agreement among XTRA, Inc., the Company, XTRA Missouri, Inc., Goldman,
Sachs & Co., Smith Barney Inc. and Schroeder Wertheim & Co. Incorporated relating to Series C
Medium Term Notes.
4.1 - Restated Certificate of Incorporation of the Company. (Filed with the Securities and
Exchange Commission as Exhibit 3.1 to Company's Annual Report on Form 10-K for
the year ended September 30, 1989, incorporated herein by reference).
4.2 - Certificate of Elimination of Designation, Preference and Rights of Series A Participating
Preferred Stock. (Filed with the Securities and Exchange Commission as Exhibit 3.1 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1991,
incorporated herein by reference).
4.3 - Certificate of Amendment of Restated Certificate of Incorporation. (Filed March 5, 1993
with the Securities and Exchange Commission as Exhibit 4.4 to the Company's
Registration Statement on Form S-3, File No. 33-59132, incorporated herein by
reference).
4.4 - Certificate of Elimination of Designation, Preference and Rights of $1.9375 Series B
Cumulative Convertible Preferred Stock. (Filed March 5, 1993 with the Securities and
Exchange Commission as Exhibit 4.5 to the Company's Registration Statement on
Form S-3, File No. 33-59132, incorporated herein by reference).
4.5 - Certificate of Elimination of Designation, Preference and Rights of Series C Cumulative
Redeemable Exchangeable Preferred Stock of the Company. (Filed July 26, 1994 with the Securities and
Exchange Commission as Exhibit 4.5 to the Company's Registration Statement on Form S-3, File No
33-54747, incorporated herein by reference).
4.6 - By-laws of the Company. (Filed with the Securities and Exchange Commission as
Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1990, incorporated herein by reference).
4.7 - Indenture by and among XTRA, Inc., XTRA Corporation and The First National Bank of Boston dated as of August
15, 1994. (Filed with the Securities and Exchange Commission as Exhibit 4.1 to the Company's Current Report
on Form 8-K dated August 15, 1994, incorporated herein by reference).
4.7.1 - First Supplemental Indenture, dated as of September 30, 1994, to the Indenture referred to in Exhibit 4.7,
among XTRA, Inc., XTRA Missouri, Inc. XTRA Corporation and The First National Bank of Boston. (Filed with the
Securities and Exchange Commission as Exhibit 4.2.1 to the Company's Annual Report on Form 10-K for the year
ended September 30, 1994, incorporated herein by reference).
+ 4.8 - Form of Subordinated Indenture.
+ 4.9 - Form of fixed rate Medium Term Note.
+ 4.10 - Form of floating rate Medium Term Note.
+ 5 - Opinion of Ropes & Gray.
+12.1 - Statement regarding computation of ratio of earnings to fixed charges of XTRA Corporation.
+12.2 - Statement regarding computation of ratio of earnings to combined fixed charges and preferred stock dividends
of XTRA Corporation.
+12.3 - Statement regarding computation of ratio of earnings to fixed charges of XTRA, Inc.
+12.4 - Statement regarding computation of ratio of earnings to fixed charges of XTRA Missouri, Inc.
+23.1 - Consent of Arthur Andersen L.L.P.
+23.2 - Consent of Deloitte & Touche LLP.
+23.3 - Consent of Ropes & Gray (included in Exhibit 5).
</TABLE>
II-2
<PAGE> 25

<TABLE>
<S> <C> <C>
+24 - Power of Attorney (included under Signatures and Power of Attorney).
+25 - Form T-1 Statement of eligibility and qualification under the Trust Indenture Act of
1939, as amended, of State Street Bank and Trust Company, as Senior Trustee.
<FN>
+ Filed herewith
</TABLE>
_______________

Any underwriting agreement or additional form of distribution agreement in
respect of the Securities and any additional form or forms of securities with
respect to each offering of Securities registered hereunder will be filed as
an exhibit to a Current Report on Form 8-K of XTRA Corporation and will be
incorporated herein by reference.

ITEM 17. UNDERTAKINGS.

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;

provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrants pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrants' annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(5) To file an application for the purposes of determining the
eligibility of the Subordinated Trustee to act under Subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the
Trust Indenture Act.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrants pursuant to the provisions described in Item 15 above, or
otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrants of expenses incurred or paid by a director, officer,
or controlling person of the Registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrants will, unless in the opinion of their counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by them is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3

<PAGE> 26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements to file on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on the 30th day of November, 1995.
XTRA CORPORATION

By: /s/ LEWIS RUBIN
-------------------------------------
LEWIS RUBIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
We, the undersigned directors and officers of XTRA Corporation, hereby severally constitute and appoint Michael J. Soja and
James R. Lajoie, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign
for us and in our names in the capacities indicated below, any and all amendments (including post-effective amendments) to the
Registration Statement on Form S-3 of XTRA Corporation, XTRA, Inc. and XTRA Missouri, Inc., and generally to do all such things in
our name and on our behalf in capacities as indicated below to enable XTRA Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming
our signatures as they may be required by our said attorneys or either of them, to any and all said amendments.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROBERT B. GOERGEN Chairman of the Board and November 30, 1995
- ------------------------------- Director
ROBERT B. GOERGEN

/s/ ROBERT M. GINTEL Vice Chairman of the Board November 30, 1995
- ------------------------------- and Director
ROBERT M. GINTEL

/s/ LEWIS RUBIN President, Chief Executive November 30, 1995
- ------------------------------- Officer (Principal Executive
LEWIS RUBIN Officer) and Director

/s/ MICHAEL J. SOJA Vice President and November 30, 1995
- ------------------------------- Chief Financial Officer
MICHAEL J. SOJA (Principal Financial Officer)

/s/ ROBERT B. BLAKELEY Controller (Principal November 30, 1995
- ------------------------------- Accounting Officer)
ROBERT B. BLAKELEY

/s/ GILBERT BUTLER Director November 30, 1995
- -------------------------------
GILBERT BUTLER

/s/ J. RUSSELL DUNCAN Director November 30, 1995
- -------------------------------
J. RUSSELL DUNCAN

/s/ HERBERT C. KNORTZ Director November 30, 1995
- -------------------------------
HERBERT C. KNORTZ

Director November 30, 1995
- -------------------------------
JOHN J. LEE

/s/ FRANCIS J. PALAMARA Director November 30, 1995
- -------------------------------
FRANCIS J. PALAMARA

/s/ MARTIN L. SOLOMON Director November 30, 1995
- -------------------------------
MARTIN L. SOLOMON

</TABLE>
<PAGE> 27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements to file on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on the 30th day of November, 1995.
XTRA, INC.

By: /s/ LEWIS RUBIN
----------------------
Lewis Rubin, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>

We, the undersigned directors and officers of XTRA, Inc., hereby severally constitute and appoint Michael J. Soja and James
R. Lajoie, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us
and in our names in the capacities indicated below, any and all amendments (including post-effective amendments) to the Registration
Statement on Form S-3 of XTRA, Inc., XTRA Corporation and XTRA Missouri, Inc., and generally to do all such things in our name and
on our behalf in our capacities as indicated below to enable XTRA, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they
may be required by our said attorneys or either of them, to any and all said amendments.

<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ LEWIS RUBIN President (Principal November 30, 1995
- -------------------------------- Executive Officer), and
LEWIS RUBIN Director

/s/ MICHAEL J. SOJA Vice President and November 30, 1995
- -------------------------------- Chief Financial Officer
MICHAEL J. SOJA (Principal Financial Officer)
and Director

/s/ JAMES R. LAJOIE Vice President, General November 30, 1995
- -------------------------------- Counsel and Director
JAMES R. LAJOIE

/s/ ROBERT B. BLAKELEY Controller (Principal November 30, 1995
- -------------------------------- Accounting Officer)
ROBERT B. BLAKELEY

</TABLE>
<PAGE> 28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements to file on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Liberty, State of Missouri, on the
30th day of November, 1995.

XTRA MISSOURI, INC.

By: /s/ Michael K. Fox
__________________________________
Michael K. Fox
President and Chief
Executive Officer

<TABLE>

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following person in the capacities and on the dates indicated.

We, the undersigned directors and officers of XTRA Missouri, Inc. hereby severally constitute
and appoint Michael K. Fox and James A. Jacques and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our names in the capacities as
indicated below, any and all amendments (including post-effective amendments) to the Registration Statement
on Form S-3 of XTRA Corporation, XTRA, Inc. and XTRA Missouri, Inc., and generally to do all such things in
our name and on our behalf in our capacities as indicated below to enable XTRA Missouri, Inc. to comply
with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may be required by our said
attorneys or either of them, to any and all said amendments.

<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael K. Fox President and Director November 30, 1995
- ------------------------------------- (Principal Executive Officer)
Michael K. Fox

/s/ James A. Jacques Director, Vice President November 30, 1995
- ------------------------------------- and Secretary (Principal Financial
James A. Jacques and Accounting Officer)

</TABLE>

<PAGE> 1
EXHIBIT 1

XTRA, INC.

$800,000,000

Series C Medium-Term Notes
Guaranteed as to Payment of Principal,
Premium (if any) and Interest by

XTRA CORPORATION

AND

XTRA MISSOURI, INC.

DISTRIBUTION AGREEMENT
----------------------

December , 1995
--

Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.

Smith Barney Inc.,
390 Greenwich Street,
New York, New York 10013.

Schroder Wertheim & Co.
Incorporated,
Equitable Center,
787 Seventh Avenue,
New York, New York 10019.

Dear Sirs:

XTRA, Inc., a Maine corporation (the "Company"), proposes to issue and
sell from time to time its Series C Medium-Term Notes, each of which shall
have the benefit of unconditional guarantees (the "Guarantees") of payment of
principal, premium, if any, and interest from XTRA Corporation, a Delaware
corporation ("XTRA"), and XTRA Missouri, Inc., a Delaware Corporation ("XTRA
Missouri", and together with XTRA, the "Guarantors") (the Guarantees, together
with the Series C Medium-Term Notes, the "Securities"), in an aggregate
principal amount up to $800,000,000 and agrees with each of you (individually
an "Agent" and collectively the "Agents") as set forth in this Agreement.

<PAGE> 2

Subject to the terms and conditions stated herein and to the
reservation by the Company of the right to sell Securities directly on its own
behalf as provided in Section 2(a) hereof, the Company and the Guarantors
hereby (i) appoint each Agent as an agent of the Company and the Guarantors
for the purpose of soliciting and receiving offers to purchase Securities from
the Company and the Guarantors pursuant to Section 2(a) hereof and (ii) agree
that, except as otherwise contemplated herein, whenever they determine to sell
Securities directly to any Agent as principal, they will enter into a separate
agreement (each a "Terms Agreement"), substantially in the form of Annex I
hereto, relating to such sale in accordance with Section 2(b) hereof.

The Securities will be issued under an indenture, dated as of August 15,
1994 (the "Original Indenture"), as amended and supplemented by the First
Supplemental Indenture, dated as of September 30, 1994 (the "First Supplemental
Indenture", and together with the Original Indenture, the "Indenture"), between
the Company, XTRA and The First National Bank of Boston, as Trustee (the "Bank
of Boston") and, in the case of the First Supplemental Indenture, XTRA Missouri.
On October 2, 1995, State Street Bank and Trust Company (the "Trustee")
succeeded to all or substantially all of the corporate trust business of the
Bank of Boston, thereby becoming the successor Trustee purusant to the terms of
the Indenture. The Securities shall have the maturity ranges, annual interest
rates, if any, redemption provisions and other terms set forth in the Prospectus
referred to below as it may be amended or supplemented from time to time. The
Securities will be issued, and the terms and rights thereof established, from
time to time by the Company and the Guarantors in accor- dance with the
Indenture and the Administrative Procedure attached hereto as Annex II as it may
be amended from time to time by written agreement between the Agents and the
Company and the Guarantors (the "Procedure") and, if applicable, will be
specified in a related Terms Agreement.

1. The Company and the Guarantors represent and warrant to, and agree
with, each Agent that:

(a) Two registration statements on Form S-3 (Registration No. 33-54747
and No. 33-________) have been filed with the Securities and Exchange
Commission (the "Commission"); such registration statements and any
post-effective amendment thereto, each in the form heretofore delivered or
to be delivered to such Agent, excluding exhibits to such registration
statements but including all documents incorporated by reference in the
prospectus included in the later registration statement, have been declared
effective by the Commission in such form; no other document with respect
to such registration statements or document incorporated by reference
therein has heretofore been filed or transmitted for filing with the
Commission (other than the prospectuses filed pursuant to Rule 424(b) of
the rules and regulations of the Commission under the Securities Act of
1933, as amended (the "Act"), each in the form heretofore delivered to the
Agents); and no stop order suspending the effectiveness of such
registration statements has been issued and no proceeding for that purpose
has been initiated or threatened by the Commission (any preliminary
prospectus included in the later of such registration statements or filed
with the Commission pursuant to Rule 424(a) of the rules and regulations
of the Commission under the Act, being hereinafter called a "Preliminary
Prospectus"; the various parts of the later of such registration
statements, including all exhibits thereto and the documents incorporated
by reference in the prospectus contained in such registration statement at
the time such part of such registration statement became effective but
excluding Form T-1 and, if applicable, including the information contained
in the form of final prospectus filed with the Commission pursuant to Rule

-2-
<PAGE> 3

424(b) under the Act, each as amended at the time such part of such
registration statement became effective, being hereinafter collectively
called the "Registration Statement"; the prospectus (including, if
applicable, any prospectus supplement) relating to the Securities, in the
form in which it has most recently been filed, or transmitted for filing,
with the Commission on or prior to the date of this Agreement, being
hereinafter called the "Prospectus"; any reference herein to any
Preliminary Prospectus or the Prospectus, including any supplement to the
Prospectus that sets forth only the terms of a particular issue of the
Securities (a "Pricing Supplement"), shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to the
applicable form under the Act, as of the date of such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any
amendment or supplement to any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include any documents filed after the date
of such Preliminary Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated therein by reference; any reference to any amendment to the
Registration Statement shall be deemed to refer to and include any annual
report of the Company filed pursuant to Section 13(a) or 15(d) of the
Exchange Act after the effective date of the Registration Statement that
is incorporated by reference in the Registration Statement; and any
reference to the Prospectus as amended or supplemented shall be deemed to
refer to and include the Prospectus as amended or supplemented (including
by the applicable Pricing Supplement filed in accordance with Section 4(a)
hereof) in relation to Securities sold pursuant to this Agreement, in the
form in which it is filed with the Commission pursuant to Rule 424(b)
under the Act and in accordance with Section 4(a) hereof, including any
documents incorporated by reference therein as of the date of such filing);

(b) The documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as the case
may be, conformed in all material respects to the requirements of the Act
or the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus when such documents become effective or are
filed with the Commission, as the case may be, will conform in all
material respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder and
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information
furnished in writing to the Guarantors and the Company by any Agent
expressly for use in the Prospectus as amended or supplemented to relate
to a particular issuance of Securities;

(c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of
the Act and the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and the rules and regulations of the Commission thereunder
and do not and will not, as of the applicable effective date as to the

-3-

<PAGE> 4

Registration Statement and any amendment thereto and as of the applicable
filing date as to the Prospectus and any amendment or supplement thereto,
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the
Guarantors and the Company by any Agent expressly for use in the
Prospectus as amended or supplemented to relate to a particular issuance
of Securities;

(d) None of the Guarantors, the Company, nor any of their subsidiaries
has sustained since the date of the latest audited financial statements
included or incorporated - by reference in the Prospectus any material loss
or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Prospectus; and, since the respective dates as
of which information is given in the Registration Statement and the
Prospectus, except as otherwise disclosed therein there has not been any
change in the capital stock (other than issuances of capital stock
pursuant to the provisions of employee or director benefit or stock option
plans or agreements of XTRA) or any increase in excess of $50 million in
the consolidated long-term debt of the Guarantors or the Company or any
material adverse change, or any development involving a prospective
material adverse change, in or affecting the general affairs, management,
financial position, stockholders' equity or results of operations of the
Guarantors or the Company and their respective subsidiaries, otherwise
than as set forth or contemplated in the Prospectus;

(e) The Guarantors and the Company and their respective subsidiaries
have good and marketable title to all personal property owned by any of
them, in each case free and clear of all liens, encumbrances and defects
except such as are described or referred to in the Prospectus or such as
do not materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by the Company
or the Guarantors and their respective subsidiaries; and any real property
and buildings held under lease by the Guarantors or the Company and their
respective subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such property by
the Guarantors, the Company and their respective subsidiaries;

(f) Each of the Guarantors has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware and the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Maine, in each case, with power and authority (corporate and other) to own
its properties and conduct its business as described in the Prospectus, and
none of them is required to be qualified as a foreign corporation for the
transaction of business under the laws of any jurisdictions in which the
consequences of a failure to qualify, individually or in the aggregate,
would have a material adverse effect on the business of the Guarantors,
the Company and their respective subsidiaries (taken as a whole); and each
subsidiary of the Guarantors and the Company has been duly incorporated
and is validly existing as a corporation in good standing under the laws of
its jurisdiction of incorporation and has been duly qualified as a foreign
corporation for

-4-
<PAGE> 5

the transaction of business and is in good standing under the laws of each
other jurisdiction in which it owns or leases properties, or conducts any
business, so as to require such qualification and in which the
consequences of a failure to so qualify would have a material adverse
effect on the business of the Guarantors, the Company and their respective
subsidiaries (taken as a whole);

(g) The Guarantors and the Company each has an authorized
capitalization as set forth for it in the Prospectus, and all of the
issued and outstanding shares of capital stock of XTRA have been duly and
validly authorized and issued and are fully paid and non-assessable; all
of the issued shares of capital stock of the Company, XTRA Missouri and of
each other direct and indirect subsidiary of XTRA have been duly and
validly authorized and issued, are fully paid and nonassessable and
(except for directors' qualifying shares and except as set forth in the
Prospectus) are owned directly by XTRA or indirectly through one or more
of its subsidiaries, free and clear of all liens, encumbrances, equities
or claims;

(h) The Securities have been duly authorized, and, when issued and
delivered pursuant to the Indenture and this Agreement and any Terms
Agreement, will have been duly executed, authenticated, issued and
delivered and will constitute valid and legally binding obligations of the
Company entitled to the benefits provided by the Indenture enforceable in
accordance with their terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity
principles; the Indenture has been duly authorized and duly qualified
under the Trust Indenture Act and constitutes a valid and legally binding
instrument, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and to
general equity principles; and the Indenture (including the forms of the
Guarantees) conforms and the Securities of any particular issuance of
Securities will conform to the descriptions thereof contained in the
Prospectus as amended or supplemented to relate to such issuance of
Securities;

(i) The issue and sale of the Securities, the compliance by the
Guarantors and the Company with, as applicable, all of the provisions of
the Securities, the Indenture, the Guarantees, this Agreement and any
Terms Agreement, and the consummation of the transactions herein and
therein contemplated will not conflict with or result in (x) a breach or
violation of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which one or both of the Guarantors or any of
their subsidiaries, including the Company, is a party or by which one or
both of the Guarantors or any of their subsidiaries, including the
Company, is bound, nor (y) will such action result in any breach or
violation of the terms or provisions of the Guarantors' Certificates of
Incorporation, as amended, the Company's Articles of Incorporation, as
amended, the Guarantors' or the Company's By-Laws or any statute or any
order, rule or regulation of any court or governmental agency or body
having jurisdiction over either or both of the Guarantors or any of their
subsidiaries, including the Company, or any of their properties, in each
case in provision (x) above the consequences of which would in any way
affect the issuance and sale of the Securities, the performance of the
Guarantees, the performance of this Agreement or the transactions
contemplated hereby or the performance of the provisions of the

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<PAGE> 6

Indenture, or otherwise have, individually or in the aggregate, a
material adverse effect on the business of the Guarantors and their
subsidiaries, including the Company (taken as a whole); and no consent,
approval, authorization, order, registration or qualification of or with
any court or governmental agency or body is required for the solicitation
of offers to purchase Securities and the issue and sale of the Securities,
the consummation by the Guarantors or the Company of the other
transactions contemplated by this Agreement, any Terms Agreement, the
Indenture or the Guarantees, except such as have been, or will have been
prior to the Commencement Date (as defined in Section 3 hereof), obtained
under the Act or the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under
state securities or Blue Sky laws in connection with the solicitation by
the Agents of offers to purchase Securities from the Company and the
Guarantors and with purchases of Securities by the Agents as principal, as
the case may be, in each case in the manner contemplated hereby;

(j) There are no legal or governmental proceedings pending to which
the Guarantors or any of their subsidiaries, including the Company, is a
party or to which any property of the Guarantors or any of their
subsidiaries, including the Company, is subject (other than as set forth
or contemplated in the Prospectus and other than litigation incident to the
kind of business conducted by the Guarantors and their subsidiaries,
including the Company), which, if determined adversely to the Guarantors
or their subsidiaries, including the Company, would individually or in the
aggregate have a material adverse effect on the consolidated financial
position, stockholders' equity or annual results of operations of the
Guarantors and their subsidiaries, including the Company (taken as a
whole); and, to the best of the Guarantors' knowledge, no such proceedings
are threatened or contemplated by governmental authorities or threatened
by others;

(k) The accountants who have certified the financial statements of the
Guarantors and their subsidiaries, including the Company, included in the
Registration Statement are independent public accountants as required by
the Act and the rules and regulations of the Commission thereunder; and

(l) Immediately after the settlement of any sale of Securities by the
Company and the Guarantors resulting from solicitation by the Agents
hereunder and immediately after any Time of Delivery, as defined in
Section 2(b), relating to a sale under a Terms Agreement, the aggregate
amount of Securities which shall have been issued and sold by the Company
and the Guarantors hereunder or under any Terms Agreement and of any debt
securities of the Company or guarantees of the Guarantors (other than such
Securities) that shall have been issued and sold pursuant to the
Registration Statement will not exceed the amount of debt securities or
guarantees, as the case may be, registered under the Registration
Statement or registered under the earlier registration statement
(Registration No. 33-54747) referred to in paragraph (a) of this Section to
which the Prospectus also relates pursuant to Rule 429 under the Act.

2. (a) On the basis of the representations and warranties herein
contained, and subject to the terms and conditions herein set forth, each of
the Agents hereby severally and not jointly agrees, as agent of the Company
and the Guarantors, to use its reasonable efforts when requested by the
Company to solicit and receive offers to purchase the Securities from

-6-
<PAGE> 7

the Company upon the terms and conditions set forth in the Prospectus
as amended or supplemented from time to time. So long as this Agreement shall
remain in effect, neither the Company nor the Guarantors shall, without the
consent of the Agents, solicit or accept offers to purchase, or sell or
guarantee, any debt securities with a maturity at the time of original issuance
greater than or equal to 9 months and less than or equal to 30 years, except as
contemplated hereby or in any Terms Agreement. The Guarantors and the Company
may, subject to Section 1(d), enter into any revolving credit and/or term loan
agreements with commercial banking institutions and loans from insurance
companies (provided that such loans shall not consist of Securities). The
Company reserves the right to sell, and may solicit and accept offers to
purchase, Securities directly on its own behalf; provided, however, that if at
the time of any such sales the Agents are posting terms and conditions for the
purchase and sale of the Securities, such sales shall be on substantially the
same terms and conditions as then posted by the Agents; provided further, that
in the case of any such sales not resulting from a solicitation made by any
Agent, no commission shall be payable with respect to such sales. Each Agent
also acknowledges and agrees that the Company may accept (but not solicit)
offers to purchase Securities through additional agents, and may appoint
another agent, or agents, to solicit offers to purchase the Notes, provided
that such additional agent or agents shall be engaged on terms substantially
similar to the applicable terms of this Agreement (except that commissions
payable to such agent or agents shall be identical to those set forth in the
commission schedule in this Section 2(a)).

The Company and the Guarantors reserve the right, in their sole
discretion, to instruct the Agents to suspend at any time, for any period of
time or permanently, the solicitation of offers to purchase the Securities.
As soon as practicable, but in any event not later than one business day in
New York City after receipt of notice from the Company and the Guarantors, the
Agents will suspend solicitation of offers to purchase Securities from the
Company and the Guarantors until such time as the Company and the Guarantors
have advised the Agents that such solicitation may be resumed.

The Company agrees to pay each Agent a commission, at the time of
settlement of any sale of a Security by the Company and the Guarantors as a
result of a solicitation made by such Agent, in an amount equal to the
following applicable percentage of the principal amount of such Security sold:

<TABLE>
<CAPTION>
Commission (percentage of
aggregate principal amount
of Securities sold)
---------------------------

Range of Maturities Split Rated Investment Grade
------------------- ----------- ----------------
<S> <C> <C>
From 9 months to less than 1 year .150% .125%
From 1 year to less than 18 months .200% .150%
From 18 months to less than 2 years .250% .200%
From 2 years to less than 3 years .350% .250%
From 3 years to less than 4 years .450% .350%
</TABLE>

-7-

<PAGE> 8

<TABLE>
<CAPTION>
Commission (percentage of
aggregate principal amount
of Securities sold)
---------------------------

Range of Maturities Split Rated Investment Grade
------------------- ----------- ----------------
<S> <C> <C>
From 4 years to less than 5 years .550% .450%
From 5 years to less than 6 years .600% .500%
From 6 years to less than 7 years .600% .550%
From 7 years to less than 10 years .700% .600%
From 10 years to less than 15 years .800% .625%
From 15 years to less than 20 years .875% .675%
From 20 years to 30 years 1.000% .750%
</TABLE>

For purposes of the foregoing, the "Investment Grade" commission
schedule applies if the Notes are rated BBB- or better by Standard & Poor's
Corporation and Baa3 or better by Moody's Investors Corporation; the "Split
Rated" commission schedule applies if the Notes are so rated by one, but not
both, of such rating agencies.

Each of the Agents is authorized to solicit offers to purchase the
Securities only in denominations of $100,000 or any amount in excess thereof
that is an integral multiple of $1,000 at a purchase price equal to 100% of
their principal amount. Each Agent shall communicate to the Company, orally
or in writing, each reasonable offer to purchase Securities received by it as
Agent other than those rejected by such Agent. The Company shall have the sole
right to accept offers to purchase Securities and may reject any proposed
purchase of Securities as a whole or in part. Each Agent shall have the right,
in its discretion reasonably exercised, to reject any offer received by it to
purchase Securities, as a whole or in part, and any such rejection by it shall
not be deemed a breach of its agreements contained herein.

(b) Each sale of Securities to any Agent as principal shall be made in
accordance with the terms of this Agreement and (unless the Company and such
Agent shall otherwise agree) a Terms Agreement which will provide for the sale
of such Securities to, and the purchase thereof by, such Agent. A Terms
Agreement may also specify certain provisions relating to the reoffering of
such Securities by such Agent. The commitment of any Agent to purchase
Securities pursuant to any Terms Agreement shall be deemed to have been made on
the basis of the representations and warranties of the Company and the
Guarantors herein contained and shall be subject to the terms and conditions
herein set forth. Each Terms Agreement shall specify the principal amount of
Securities to be purchased by any Agent pursuant thereto, the price to be paid
to the Company for such Securities, any provisions relating to rights of, and
default by, underwriters acting together with such Agent in the reoffering of
the Securities and the time and date and place of delivery of and payment for
such Securities. Such Terms Agreement shall also specify any requirements for
opinions of counsel, accountants' letters and officers' certificates pursuant
to Section 4 hereof.

-8-

<PAGE> 9

For each sale of Securities to an Agent as principal that is not made
pursuant to a Terms Agreement, the Company agrees to pay such Agent a
commission (or grant an equivalent discount) as provided in Section 2(a)
hereof and in accordance with the schedule set forth therein.

Each time and date of delivery of and payment for Securities to be
purchased by an Agent as principal, whether set forth in a Terms Agreement or
in accordance with the Procedure, is referred to herein as a "Time of
Delivery".

(c) Procedural details relating to the issue and delivery of
Securities, the solicitation of offers to purchase Securities and the payment
in each case therefor shall be as set forth in the Procedure. The provisions
of the Procedure shall apply to all transactions contemplated hereunder other
than those made pursuant to a Terms Agreement. Each Agent, the Guarantors and
the Company agree to perform the respective duties and obligations
specifically provided to be performed by each of them in the Procedure. The
Company and the Guarantors will furnish to the Trustee a copy of the Procedure
as from time to time in effect.

3. The documents required to be delivered pursuant to Section 6 hereof
on the Commencement Date (as defined below) shall be delivered to the Agents
at the offices of Sullivan & Cromwell, 250 Park Avenue, New York, New York, at
2:00 p.m., New York City time, on the date of this Agreement, which date and
time of such delivery may be postponed by agreement between the Agents and the
Company and XTRA but in no event shall be later than the day prior to the date
on which solicitation of offers to purchase Securities is commenced or on
which any Terms Agreement is executed (such time and date being referred to
herein as the "Commencement Date").

4. The Company and the Guarantors covenant and agree with each Agent:

(a) (i) To prepare the Prospectus, as amended and supplemented, in a
form approved by such Agent and (A) to file such Prospectus pursuant to Rule
424(b) under the Act not later than the Commission's close of business on the
second business day following the acceptance of an offer to purchase a
Security (as described in the Procedure pursuant to Section 2(c) of this
Agreement) or (B) to file such Prospectus pursuant to Rule 424(b) under the
Act not later than the Commission's close of business on the second business
day following the execution and delivery of the Terms Agreement relating to
the Purchased Securities (as defined therein); (ii) to make no amendment or
supplement to the Registration Statement or the Prospectus (A) prior to the
Commencement Date which shall be disapproved by any Agent promptly after
reasonable notice thereof or (B) after the date of any Terms Agreement or
other agreement by an Agent to purchase Securities as principal and prior to
the related Time of Delivery which shall be disapproved by any Agent party to
such Terms Agreement or so purchasing as principal promptly after reasonable
notice thereof, in each case such approval not to be unreasonably withheld or
delayed; (iii) to make no such amendment or supplement, other than a Pricing
Supplement, at any other time prior to having afforded each Agent a reasonable
opportunity to review and comment thereon; (iv) to file promptly all reports
and any definitive proxy or information statements required to be filed by one
or both of the Guarantors or the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the
delivery of a prospectus is required in connection with the offering or sale
of the Securities, and during such same period to advise such

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<PAGE> 10

Agent, promptly after one or both of the Guarantors or the Company
receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or has become effective or any supplement to the
Prospectus or any amended Prospectus (other than any Pricing Supplement that
relates to Securities not purchased through or by such Agent) has been filed
with the Commission, of the issuance by the Commission of any stop order or of
any order preventing or suspending the use of any prospectus relating to the
Securities, of the suspension of the qualification of the Securities for
offering or sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the Commission for the
amendment or supplement of the Registration Statement or Prospectus or for
additional information; and (v) in the event of the issuance of any such stop
order or of any such order preventing or suspending the use of any such
prospectus or suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;

(b) Promptly from time to time to take such action as such Agent may
reasonably request to qualify the Securities for offering and sale under the
securities laws of such jurisdictions as such Agent may request and to comply
with such laws so as to permit the continuance of sales and dealings therein
for as long as may be necessary to complete the distribution or sale of the
Securities; provided, however, that in connection therewith none of the
Company, XTRA or XTRA Missouri shall be required to qualify as a foreign
corporation or to file a general consent to service of process in any
jurisdiction;

(c) To furnish each Agent with copies of the Registration Statement
and each amendment thereto, and with copies of the Prospectus as each time
amended or supplemented, other than any Pricing Supplement (except as
provided in the Procedure), in the form in which it is filed with the
Commission pursuant to Rule 424 under the Act, both in such quantities as such
Agent may reasonably request from time to time; and, if the delivery of a
prospectus is required at any time in connection with the offering or sale of
the Securities (including Securities purchased from the Company and the
Guarantors by such Agent as principal) and if at such time any event shall have
occurred as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made when such Prospectus is
delivered, not misleading, or, if for any other reason it shall be necessary
during such same period to amend or supplement the Prospectus or to file under
the Exchange Act any document incorporated by reference in the Prospectus in
order to comply with the Act, the Exchange Act or the Trust Indenture Act, to
notify such Agent and request such Agent, in its capacity as agent of the
Company and the Guarantors, to suspend solicitation of offers to purchase
Securities from the Company and the Guarantors and, if so notified, such Agent
shall cease such solicitations as soon as practicable, but in any event not
later than one business day later; and if the Company or the Guarantors shall
decide to amend or supplement the Registration Statement or the Prospectus as
then amended or supplemented, to so advise such Agent promptly by telephone
(with confirmation in writing) and to prepare and cause to be filed promptly
with the Commission an amendment or supplement to the Registration Statement
or the Prospectus as then amended or supplemented that will correct such
statement or omission or effect such compliance; provided, however, that if
during such same period such Agent continues to own Securities purchased from
the Company and the Guarantors by such Agent as principal, the Company and the
Guarantors shall promptly prepare and file with the Commission such an
amendment or supplement;

-10-

<PAGE> 11

(d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c) under
the Act), an earnings statement of XTRA and its subsidiaries, including the
Company and XTRA Missouri (which need not be audited) complying with Section
11(a) of the Act and the rules and regulations of the Commission thereunder
(including, at the option of the Company, Rule 158);

(e) So long as any Securities are outstanding, to furnish to such
Agent copies of all reports or other communications (financial or other)
furnished to stockholders, and deliver to such Agent (i) as soon as they are
available, copies of any reports and financial statements furnished to or
filed with the Commission or any national securities exchange on which any
class of securities of the Guarantors or the Company is listed; and (ii) such
additional information concerning the business and financial condition of the
Guarantors and the Company as such Agent may from time to time reasonably
request (such financial statements to be on a consolidated basis to the extent
the accounts of the Guarantors and their subsidiaries, including the Company,
are consolidated in reports furnished to their stockholders generally or to
the Commission but including such detail concerning the business and financial
condition of the Company and its subsidiaries as the Agents may reasonably
request);

(f) That, from the date of any Terms Agreement and continuing to and
including the earlier of (i) the termination of the trading restrictions for the
Securities purchased thereunder, as notified to the Company or XTRA by the
Agents and (ii) the related Time of Delivery, none of the Company or the
Guarantors will, without the prior written consent of such Agent, offer, sell,
contract to sell or otherwise dispose of any debt securities of the Company or
either of the Guarantors which mature more than nine months after such Time of
Delivery and which are substantially similar to the Securities;

(g) That each acceptance by the Company and the Guarantors of an offer
to purchase Securities hereunder, and each execution and delivery by the Company
and the Guarantors of a Terms Agreement with such Agent, shall be deemed to be
an affirmation to such Agent that the representations and warranties of the
Company and the Guarantors contained in or made pursuant to this Agreement are
true and correct as of the date of such acceptance or of such Terms Agreement,
as the case may be, as though made at and as of such date, and an undertaking
that such representations and warranties will be true and correct as of the
settlement date for the Securities relating to such acceptance or as of the Time
of Delivery relating to such sale, as the case may be, as though made at and as
of such date (except that such representations and warranties shall be deemed to
relate to the Registration Statement and the Prospectus as amended and
supplemented relating to such Securities);

(h) That reasonably in advance of each time the Registration Statement
or the Prospectus shall be amended or supplemented (other than by a Pricing
Supplement) and each time a document filed under the Act or the Exchange Act
is incorporated by reference into the Prospectus, and each time the Company
and the Guarantors sell Securities to such Agent as principal pursuant to a
Terms Agreement and such Terms Agreement specifies the delivery of an opinion
or opinions by Sullivan & Cromwell, counsel to the Agents, as a condition to
the purchase of Securities pursuant to such Terms Agreement, the Company and
the Guarantors shall furnish to such counsel such papers and information as
they may reasonably request to

-11-

<PAGE> 12

enable them to furnish to such Agent the opinion or opinions referred to in
Section 6(b) hereof;

(i) That each time the Registration Statement or the Prospectus shall
be amended or supplemented (other than by a Pricing Supplement), each time a
document filed under the Act or the Exchange Act is incorporated by reference
into the Prospectus, and each time the Company and the Guarantors sell
Securities to such Agent as principal pursuant to a Terms Agreement and such
Terms Agreement specifies the delivery of an opinion under this Section 4(i)
as a condition to the purchase of Securities pursuant to such Terms Agreement,
the Company and the Guarantors shall furnish or cause to be furnished
forthwith to such Agent a written opinion of Ropes & Gray, counsel for the
Company and the Guarantors, or other counsel for the Company and the
Guarantors satisfactory to such Agent, and of James R. Lajoie, general counsel
for the Company and the Guarantors, respectively dated the date of such
amendment, supplement, incorporation or Time of Delivery relating to such sale,
as the case may be, in form satisfactory to such Agent, in each case to the
effect that such Agent may rely on the opinion of such counsel referred to in
Section 6(c) and Section 6(d), respectively, hereof which was last furnished
to the Agents to the same extent as though it were dated the date of such
letter authorizing reliance (except that the statements in such last opinion
shall be deemed to relate to the Registration Statement and the Prospectus as
amended and supplemented to such date) or, in lieu of such opinion, an opinion
of the same tenor as the opinion referred to in Section 6(c) and Section 6(d),
respectively, hereof but modified to relate to the Registration Statement and
the Prospectus as amended and supplemented to such date;

(j) That each time the Registration Statement or the Prospectus shall
be amended or supplemented and each time that a document filed under the Act or
the Exchange Act is incorporated by reference into the Prospectus, in either
case to set forth financial information included in or derived from XTRA's
consolidated financial statements or one of the Guarantors' or the Company's
accounting records, and each time the Company and the Guarantors sell Securities
to an Agent as principal pursuant to a Terms Agreement and such Terms Agreement
specifies the delivery of a letter under this Section 4(j) as a condition to the
purchase of Securities pursuant to such Terms Agreement, the Company and the
Guarantors shall cause the independent certified public accountants who have
certified the financial statements of XTRA and its direct and indirect
subsidiaries, including XTRA Missouri and the Company, included or incorporated
by reference in the Registration Statement forthwith to furnish such Agent a
letter dated the date of such amendment, supplement, incorporation or Time of
Delivery relating to such sale, as the case may be, in form satisfactory to such
Agent, of the same tenor as the letter referred to in Section 6(e)(i) hereof but
modified to relate to the Registration Statement and the Prospectus as amended
or supplemented to the date of such letter, with such changes as may be
necessary to reflect changes in the financial statements and other information
derived from the accounting records of the Guarantors and the Company, to the
extent such financial statements and other information are available as of a
date not more than five business days prior to the date of such letter;
provided, however, that, with respect to any financial information or other
matter, such letter may reconfirm as true and correct at such date as though
made at and as of such date, rather than repeat, statements with respect to such
financial information or other matter made in the letter referred to in Section
6(e)(i) hereof which was last furnished to such Agent; provided further, that,
as long as the financial statements of Matson Leasing Company, Inc. and its
subsidiaries are required to be incorporated by reference in the Registration
Statement, each time XTRA shall file an annual report on Form 10-K under the
Exchange Act, the Company and the Guarantors shall also cause the independent
public accountants who have certified the financial statements of Matson Leasing
Company, Inc. and its subsidiaries incorporated by reference in the Registration
Statement forthwith to furnish to the Agents a letter, dated the date of such
filing, in form satisfactory to the Agents, of the same tenor as the letter
referred to in Section 6(e)(ii) hereof but modified to relate to the
Registration Statement and the Prospectus as amended or supplemented to the date
of such letter;

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<PAGE> 13

(k) That each time the Registration Statement or the Prospectus shall
be amended or supplemented (other than by a Pricing Supplement), each time a
document filed under the Act or the Exchange Act is incorporated by reference
into the Prospectus and each time the Company and the Guarantors sell
Securities to such Agent as principal pursuant to a Terms Agreement and such
Terms Agreement specifies the delivery of a certificate under this Section
4(k) as a condition to the purchase of Securities pursuant to such Terms
Agreement, the Company and the Guarantors shall furnish or cause to be
furnished forthwith to such Agent a certificate or certificates, dated the
date of such supplement, amendment, incorporation or Time of Delivery
relating to such sale, as the case may be, in such form and executed by such
officers of the Company and the Guarantors as shall be satisfactory to such
Agent, to the effect that the statements contained in the certificate or
certificates referred to in Section 6(h) hereof which was last furnished to
such Agent are true and correct at such date as though made at and as of such
date (except that such statements shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to such
date) or, in lieu of such certificate, certificates of the same tenor as the
certificates referred to in said Section 6(h) but modified to relate to the
Registration Statement and the Prospectus as amended and supplemented to such
date; and

(l) To offer to any person who has agreed to purchase Securities as
the result of an offer to purchase solicited by the Agents the right to refuse
to purchase and pay for such Securities if, on the related settlement date
fixed pursuant to the Procedure, any condition set forth in any of Section
6(a)(i), 6(f)(x) and (z) or 6(g) hereof shall not have been satisfied (it
being understood that the judgment of such person with respect to the
impracticability or inadvisability of such purchase of Securities shall be
substituted, for purposes of this Section 4(l), for the respective judgments
referred to therein of such Agent with respect to certain matters referred to
in such Sections 6(a)(i), 6(f)(x) and (z) and 6(g), and that such Agent shall
have no duty or obligation whatsoever to exercise the judgment permitted under
such Sections 6(a)(i), 6(f)(x) and (z) and 6(g) on behalf of any such person).

5. The Company and the Guarantors covenant and agree with each Agent
that the Company and the Guarantors will pay or cause to be paid the
following: (i) the fees, disbursements and expenses of the Company's and
Guarantors' counsel and accountants in connection with the registration of the
Securities under the Act and all other expenses in connection with the
preparation, printing and filing of the Registration Statement, any
Preliminary Prospectus, the Prospectus and any Pricing Supplements and all
other amendments and supplements thereto and the mailing and delivering of
copies thereof to such Agent; (ii) the fees and expenses of counsel for the
Agents in connection with the establishment of the program contemplated hereby
and the transactions contemplated hereunder; (iii) the out-of-pocket expenses
of the Agents; (iv) the cost of printing, producing or reproducing this
Agreement, any Terms Agreement, any Indenture (including any supplement
thereto), any Blue Sky and Legal Investment Memoranda and any other documents
in connection with the offering, purchase, sale and delivery of the Securities;
(v) all expenses in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 4(b)
hereof, including the fees and disbursements of counsel for the Agents in
connection with such qualification and in

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<PAGE> 14

connection with the Blue Sky and legal investment surveys; (vi) any fees
charged by securities rating services for rating the Securities; (vii) any
filing fees incident to any required review by the National Association of
Securities Dealers, Inc. of the terms of the sale of the Securities; (viii)
the cost of preparing the Securities; (ix) the fees and expenses of any Trustee
and any agent of any Trustee and any transfer or paying agent of the Company
and the fees and disbursements of counsel for any Trustee or such agent in
connection with any Indenture and the Securities; (x) any advertising expenses
connected with the solicitation of offers to purchase and the sale of
Securities so long as such advertising expenses have been approved by the
Company or the Guarantors; and (xi) all other costs and expenses incident to
the performance of the Company's or the Guarantors' obligations hereunder which
are not otherwise specifically provided for in this Section. It is understood,
however, that except as provided in this Section and Sections 7 and 8 hereof,
each Agent will pay all other costs and expenses it incurs.

6. The obligation of any Agent, as agent of the Company and the
Guarantors, at any time ("Solicitation Time") to solicit offers to purchase
the Securities and the obligation of such Agent to purchase Securities as
principal pursuant to any Terms Agreement shall in each case be subject, in
such Agent's discretion, (i) to the condition that all representations and
warranties and other statements of the Company and the Guarantors herein
(and, in the case of an obligation of an Agent under a Terms Agreement, in or
incorporated by reference in such Terms Agreement) are true and correct (a) at
and as of the Commencement Date and (b) any applicable date referred to in
Section 4(k) hereof that is after such Commencement Date and prior to such
Solicitation Time or Time of Delivery, as the case may be, and (c) at and as of
such Solicitation Time or Time of Delivery, as the case may be, and (ii) the
condition that at or prior to such Solicitation Time or Time of Delivery, as
the case may be, the Company and the Guarantors shall have performed all of
their obligations hereunder theretofore to be performed and the following
additional conditions:

(a) (i) With respect to any Securities sold at or prior to such
Solicitation Time or Time of Delivery, as the case may be, the Prospectus as
amended or supplemented (including the Pricing Supplement) with respect to
such Securities shall have been filed with the Commission pursuant to Rule
424(b) under the Act within the applicable time period prescribed for such
filing by the rules and regulations under the Act and in accordance with Sec-
tion 4(a) hereof; (ii) no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the Commission; and (iii)
all requests for additional information on the part of the Commission shall
have been complied with to the reasonable satisfaction of such Agent;

(b) Sullivan & Cromwell, counsel to the Agents, shall have furnished
to such Agent (i) such opinion or opinions, dated the Commencement Date, with
respect to the incorporation of the Company and the Guarantors, the validity
of the Indenture, the Securities, the Registration Statement, the Prospectus
as amended or supplemented and other related matters as such Agent may
reasonably request, and (ii) if and to the extent requested by such Agent,
with respect to each applicable date referred to in Section 4(h) hereof that is
on or prior to such Solicitation Time or Time of Delivery, as the case may be,
an opinion or opinions, dated such applicable date, to the effect that such
Agent may rely on the opinion or opinions which were last furnished to such
Agent pursuant to this Section 6(b) to the same extent as though it or they
were dated the date of such letter authorizing reliance (except that the
statements

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<PAGE> 15

in such last opinion or opinions shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to such
date) or, in any case, in lieu of such an opinion or opinions, an opinion or
opinions of the same tenor as the opinion or opinions referred to in clause
(i) but modified to relate to the Registration Statement and the Prospectus as
amended and supplemented to such date; and in each case such counsel shall have
received such papers and information as they may reasonably request to enable
them to pass upon such matters (including an opinion of Pierce, Atwood,
Scribner, Allen, Smith & Lancaster or other counsel satisfactory to the Agents
in respect of matters of Maine law);

(c) Ropes & Gray, counsel for the Company and the Guarantors, or other
counsel for the Company and the Guarantors satisfactory to such Agent, shall
have furnished to such Agent their written opinions, dated the Commencement
Date and each applicable date referred to in Section 4(i) hereof that is on or
prior to such Solicitation Time or Time of Delivery, as the case may be, in
form and substance satisfactory to such Agent to the effect that:

(i) Each of the Guarantors has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware and the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Maine, in each case, with corporate power to own its properties and
conduct its business as described in the Prospectus (such counsel being
entitled to rely upon an opinion of Pierce, Atwood, Scribner, Allen, Smith
& Lancaster or other counsel satisfactory to the Agents in respect of
matters of Maine law, provided such counsel shall state that he believes
both the Agents and such counsel are justified in relying upon such
opinion);

(ii) XTRA has an authorized capitalization as set forth for it in the
Prospectus as amended or supplemented and all of the issued and
outstanding shares of capital stock of XTRA have been duly authorized and
validly issued and are fully paid and non-assessable;

(iii) This Agreement and any applicable Terms Agreement have been duly
authorized, executed and delivered by the Company;

(iv) The Securities have been duly authorized and, when duly executed,
authenticated, and issued in accordance with the Indenture and delivered
by the Company and paid for in accordance with the terms hereof, will
constitute valid and legally binding obligations of the Company and the
Guarantors, enforceable in accordance with their terms, subject to
bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
equity principles, entitled to the benefits provided by the Indenture and
the Guarantees;

(v) The Original Indenture has been duly authorized, executed and
delivered by the Company and XTRA and the First Supplemental Indenture has
been duly authorized, executed and delivered by the Company and the
Guarantors, and the Indenture constitutes a valid and legally binding
instrument of the Company and the Guarantors, enforceable against each of
them in accordance with its terms, subject to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or
affecting

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<PAGE> 16

creditors' rights and to general equity principles; and the Indenture has
been duly qualified under the Trust Indenture Act;

(vi) Each Guarantee, when executed and delivered pursuant to the
Indenture, will have been duly authorized, executed and delivered by the
applicable Guarantor and will constitute a valid and legally binding
instrument of such Guarantor, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and to
general equity principles;

(vii) The Indenture, the Securities and the forms of the Guarantees
conform to the descriptions thereof in the Prospectus as amended or
supplemented;

(viii) The issue and sale of the Securities, the compliance by the
Company and the Guarantors with, as applicable, all of the provisions of
the Securities, the Indenture, the Guarantees, this Agreement and any
applicable Terms Agreement, and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a
breach or violation of any of the terms or provisions of any statutes, the
Company's Articles of Incorporation, as amended, the Guarantors'
Certificates of Incorporation, as amended, or the By-Laws or any order,
rule or regulation known to such counsel of any court or governmental
agency or body having jurisdiction over the Company or one or both of the
Guarantors or any of their properties (it being understood that counsel's
opinion need only cover federal, Massachusetts and the Delaware business
corporation law);

(ix) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is
required for the solicitation of offers to purchase Securities and the
issue and sale of the Securities, the consummation by the Company or the
Guarantors of the other transactions contemplated by this Agreement, any
applicable Terms Agreement, or the Indenture or the Guarantees, except such
as have been obtained under the Act and the Trust Indenture Act and such
as may be required under state securities or Blue Sky laws in connection
with the solicitation by the Agents of offers to purchase Securities from
the Company and the Guarantors and with purchases of Securities by the
Agents as principal, as the case may be, in each case in the manner
contemplated hereby (it being understood that counsel's opinion need only
cover federal, Massachusetts and the Delaware business corporation law);

(x) The Registration Statement and the Prospectus and any amendments
and supplements thereto made by one or both Guarantors or the Company
prior to the date of such opinion (other than the financial statements
including the notes and schedules thereto, any financial data set forth or
referred to in the Registration Statement or the Prospectus or any
statements or omissions made by the Guarantors and the Company in reliance
upon information furnished in writing to the Guarantors and the Company by
the Agents in connection with the Registration Statement or Prospectus, as
to which such counsel need express no opinion) comply as to form in all
material respects with the requirements of the Act and the Trust Indenture
Act and the rules and regulations thereunder; such counsel do not know of
any legal or governmental proceedings to which the Guarantors or any of
their subsidiaries, including the Company, is a party or of which any

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<PAGE> 17

of their property is the subject required to be described in the Prospectus
which are not described as required therein; such counsel have no reason
to believe that, as of the effective date of the Registration Statement,
either the Registration Statement or the Prospectus (or, as of its date,
any amendment or supplement thereto made by the Guarantors or the Company
prior to the date of such opinion) (other than the financial statements
including the notes and schedules thereto, any financial data set forth or
referred to in the Registration Statement or the Prospectus or any
statements or omissions made by the Guarantors and the Company in
reliance upon information furnished in writing to the Guarantors and the
Company by the Agents in connection with the Registration Statement or
Prospectus, as to which such counsel need express no opinion) contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading or that, as of the date of such opinion, either the
Registration Statement or the Prospectus (or any such amendment or
supplement thereto) contained as of its date or contains an untrue
statement of a material fact or omits to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading (in the case of any such opinion as of such date, in light of
the circumstances under which they were made, and in each case excluding
any statement in any such document which does not constitute part of the
Registration Statement or the Prospectus pursuant to Rule 412 of
Regulation C under the Act), or that as of the date of such opinion it is
necessary to amend or supplement the Registration Statement or Prospectus,
except to file Pricing Supplements pursuant to Rule 424(b) under the Act;
and they do not know of any contracts or other documents of a character
required to be filed as an exhibit to the Registration Statement or
required to be incorporated by reference into the Prospectus as amended or
supplemented or required to be described in the Registration Statement or
the Prospectus as amended or supplemented which are not filed or
incorporated by reference or described as required;

(d) James R. Lajoie, general counsel for the Guarantors and the
Company, shall have furnished to the Agents his written opinions, dated the
Commencement Date and each applicable date referred to in Section 4(i) that
is on or prior to such Solicitation Time or Time of Delivery, as the case
may be, in form and substance satisfactory to the Agents, to the effect set
forth in subsection (x) of Section 6(c) above and, additionally, as
follows:

(i) None of the Guarantors or the Company is required to be qualified
as a foreign corporation under the laws of any jurisdictions in which the
consequences of a failure to so qualify, individually or in the aggregate,
would have a material adverse effect on the business of the Guarantors or
the Company and their respective subsidiaries (in each case taken as a
whole);

(ii) Each of X-L-Co., Inc., Distribution International Corporation,
Strick Canada Limited, XTRA Intermodal, Inc., XTRA International, Inc.,
XLI, Inc. and XTRA Lease, Inc. has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under
the laws of each other jurisdiction in which it owns or leases properties,
or conducts any business, so as to require such qualification and in which
the consequences of a failure to so qualify would have a material adverse
effect on the business of one or both of the Guarantors

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<PAGE> 18

or the Company and their respective subsidiaries (in each case taken as a
whole); and all of the issued shares of capital stock of the Company and
XTRA Missouri, and of each of their subsidiaries have been duly and
validly authorized and issued, are fully paid and non-assessable, and
(except for directors' qualifying shares and except as otherwise set forth
in the Prospectus) are owned directly by XTRA (in the case of XTRA
Missouri), XTRA Missouri (in the case of the Company) or the Company or
indirectly through one or more subsidiaries, free and clear, to the best
of such counsel's knowledge, of all liens, encumbrances, equities or
claims (such counsel being entitled to rely in respect of the opinion in
this clause upon opinions of local counsel and in respect of matters of
fact upon certificates of officers of XTRA or its direct or indirect
subsidiaries, including XTRA Missouri and the Company, provided that such
counsel shall state that he believes that both you and he are justified in
relying upon such opinions and certificates);

(iii) To the best of such counsel's knowledge there are no legal or
governmental proceedings pending to which the Guarantors or any of their
subsidiaries, including the Company, is a party or of which any property
of the Guarantors or any of their subsidiaries, including the Company, is
the subject, other than as set forth in the Prospectus and other than
litigation incident to the kind of business conducted by the Guarantors
and their subsidiaries, including the Company, which individually and in
the aggregate is not material to the Guarantors and their subsidiaries,
including the Company; and to the best of such counsel's knowledge no such
proceedings are threatened by governmental authorities or others;

(iv) The issue and sale of the Securities, the compliance by the
Guarantors and the Company with, as applicable, all of the provisions of
the Securities, the Indenture, the Guarantees, this Agreement and any
applicable Terms Agreement, and consummation of the transactions herein
and therein contemplated will not result in (x) a breach or violation of
any of the terms or provisions of any statute, the Guarantors' Certificates
of Incorporation, the Company's Articles of Incorporation, the Company's or
the Guarantors' By-laws, or any order, rule or regulation known to such
counsel of any court or governmental agency or body having jurisdiction
over either of the Guarantors or the Company or any of their respective
subsidiaries or any of their properties or (y) a breach or violation of
any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to such counsel to which the Guarantors or any of their
subsidiaries, including the Company, is a party or by which the Guarantors
or any of their subsidiaries, including the Company, is bound, in each
case in this provision (y) the consequences of which would in any way
affect the issuance and sale of the Securities (including the Guarantees),
the performance of this Agreement or the transactions contemplated hereby
or the Guarantees, or otherwise, individually or in the aggregate, have a
material adverse effect on the business of the Guarantors or the Company
and their respective subsidiaries (in each case taken as a whole);

(v) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is
required for the solicitation of offers to purchase Securities, the issue
and sale of the Securities, the compliance by the Guarantors or the
Company with all the provisions of the Securities, the consummation by the
Guarantors or the Company of the transactions contemplated by this
Agreement,

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<PAGE> 19

any applicable Terms Agreement or the Indenture or the Guarantees, except
such as have been obtained under the Act and such as may be required under
state securities or Blue Sky laws in connection with the solicitation by
the Agents of offers to purchase securities from the Company and with
purchases of Securities by the Agents as principal, as the case may be, in
each case in the manner contemplated hereby;

(vi) The documents incorporated by reference in the Prospectus (other
than the financial statements, including the notes and schedules thereto,
or any financial data set forth or referred to therein, as to which such
counsel need express no opinion), when they became effective or were filed
with the Commission, as the case may be, complied as to form in all
material respects with the requirements of the Act or Exchange Act, as
applicable, and the published rules and regulations of the Commission
thereunder; and such counsel has no reason to believe that any of such
documents (other than the financial statements, including the notes
thereto or any financial data set forth or referred to therein, as to
which such counsel need express no opinion), when they became effective or
were so filed, contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances
under which they were made when such documents were so filed, not
misleading;

(e) Not later than 10:00 a.m., New York City time, (i) on the
Commencement Date and on each applicable date referred to in Section 4(j)
hereof that is on or prior to such Solicitation Time or Time of Delivery, as
the case may be, the independent certified public accountants who have
certified the financial statements of XTRA and its direct and indirect
subsidiaries, including XTRA Missouri and the Company, included or incorporated
by reference in the Registration Statement shall have furnished to such Agent a
letter, dated the Commencement Date or such applicable date, as the case may
be, in form and substance satisfactory to such Agent, to the effect set forth
in Annex III hereto and (iii) on the Commencement Date and on each applicable
date on which the letter referred to in this clause (ii) is specifically
required by Section 4(j) hereof, that is on or prior to such Solicitation Time
or Time of Delivery, as the case may be, the independent certified public
accountants who have certified the financial statements of Matson Leasing
Company, Inc., incorporated by reference in the Registration Statement shall
have furnished to such Agent a letter dated the Commencement Date, or such
applicable date, as the case may be, in form and substance satisfactory to such
Agent, to the effect set forth in Annex IV hereto;

(f) (i) Neither the Guarantors nor any of their subsidiaries,
including the Company, shall have sustained since the date of the latest
audited financial statements included or incorporated by reference in the
Prospectus as amended or supplemented any loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Prospectus as
amended or supplemented and (ii) since the respective dates as of which such
information is given in the Prospectus as amended or supplemented there shall
not have been (x) any change in the capital stock (other than issuances of
capital stock pursuant to the provisions of employee or director benefit or
stock option plans or agreements of XTRA) or (y) any increase in excess of $50
million in the long-term debt of the Guarantors or any of their subsidiaries,
including the Company, or (z) any change, or any development involving a
prospective change, in or affecting the general affairs, management, financial
position, stockholders' equity or results of operations of the Guarantors and
their subsidiaries, including the Company, otherwise than as set forth or
contemplated in the Prospectus as amended or supplemented the effect of

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<PAGE> 20

which, in any such case described in clause (i) or (ii), is in the
judgment of the Agents so material and adverse as to make it impracticable or
inadvisable to proceed with the solicitation by the Agents of offers to
purchase Securities from the Guarantors and the Company or the purchase by the
Agents of Securities from the Guarantors and the Company as principal, as the
case may be;

(g) There shall not have occurred any of the following: (i) a
suspension or material limitation in trading in securities generally on the
New York Stock Exchange; (ii) a general moratorium on commercial banking
activities in New York declared by either federal or New York State
authorities; (iii) the outbreak or escalation of hostilities involving the
United States or the declaration by the United States of a national emergency
or war if the effect of any such event specified in this clause (iii) in the
judgment of the Agents makes it impracticable or inadvisable to proceed with
the solicitation of offers to purchase Securities or the purchase of
Securities from the Guarantors and the Company as principal pursuant to the
applicable Terms Agreement, as the case may be; or (iv) any downgrading in the
rating accorded the Company's debt securities by any "nationally recognized
statistical rating organization", as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Act; or (v) any such "nationally
recognized statistical rating organization" shall have publicly announced that
it has under surveillance or review, with possible negative implications, its
rating of any of the Company's debt securities; and

(h) The Guarantors and the Company shall have furnished or caused to
be furnished to such Agent certificates of officers of the Guarantors and the
Company dated the Commencement Date and each applicable date referred to in
Section 4(k) that is on or prior to such Solicitation Time or Time of
Delivery, as the case may be, in such form and executed by such officers of
the Guarantors and the Company as shall be satisfactory to such Agent, as to
the accuracy of the representations and warranties of the Guarantors and the
Company herein at and as of the Commencement Date or such applicable date, as
the case may be, as to the performance by the Guarantors and the Company of
all of its obligations hereunder to be performed at or prior to the
Commencement Date or such applicable date, as the case may be, as to the
matters set forth in subsections (a) and (f) of this Section 6, and as to such
other matters as such Agent may reasonably request.

7. (a) The Guarantors and the Company will, jointly and severally,
indemnify and hold harmless each Agent against any losses, claims, damages or
liabilities, joint or several, to which such Agent may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse such Agent for any legal or other expenses
reasonably incurred by it in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that
the Guarantors and Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged
omission made in any Preliminary Prospectus, the Registration Statement, the
Prospectus, the

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<PAGE> 21

Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Guarantors and Company by
any such Agent expressly for use in the Prospectus as amended or supplemented.

(b) Each Agent will indemnify and hold harmless the Guarantors and the
Company against any losses, claims, damages or liabilities to which the
Guarantors and the Company may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement, the Prospectus, the Prospectus as amended or
supplemented or any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Guarantors and the Company
by such Agent expressly for use therein; and will reimburse the Guarantors and
the Company for any legal or other expenses reasonably incurred by the
Guarantors and the Company in connection with investigating or defending any
such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation.

(d) If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to
reflect the relative benefits received by the Guarantors and the Company on
the one hand and each Agent on the other from the offering of the

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<PAGE> 22

Securities to which such loss, claim, damage or liability (or action in respect
thereof) relates. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Guarantors and the
Company on the one hand and each Agent on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Guarantors and
the Company on the one hand and each Agent on the other shall be deemed to be
in the same proportion as the total net proceeds from the sale of Securities
(before deducting expenses) received by the Company bear to the total
commissions or discounts received by such Agent in respect thereof. The
relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact required to be stated
therein or necessary in order to make the statements therein not misleading
relates to information supplied by the Guarantors or the Company on the one
hand or by any Agent on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Guarantors and the Company and each Agent agrees that it would
not be just and equitable if contribution pursuant to this subsection (d) were
determined by per capita allocation (even if the Agents were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), an Agent shall not be required to
contribute any amount in excess of the amount by which the total public
offering price of the Securities purchased by or through it exceeds the amount
of any damages which such Agent has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The obligations of each of
the Agents under this subsection (d) to contribute are several in proportion to
the respective purchases made by or through it to which such loss, claim,
damage or liability (or action in respect thereof) relates and are not joint.

(e) The obligations of the Guarantors and the Company under this
Section 7 shall be in addition to any liability which the Guarantors and the
Company may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Agent within the meaning
of the Act; and the obligations of each Agent under this Section 7 shall be in
addition to any liability which such Agent may otherwise have and shall extend,
upon the same terms and conditions, to each officer and director of the
Guarantors and the Company and to each person, if any, who controls the
Guarantors or the Company within the meaning of the Act.

8. Each Agent, in soliciting offers to purchase Securities from the
Company and the Guarantors and in performing the other obligations of such
Agent hereunder (other than in

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<PAGE> 23

respect of any Terms Agreement), is acting solely as agent for the
Company and the Guarantors and not as principal. Each Agent will make
reasonable efforts to assist the Company and the Guarantors in obtaining
performance by each purchaser whose offer to purchase Securities from the
Company and the Guarantors was solicited by such Agent and has been accepted
by the Company and the Guarantors, but such Agent shall not have any liability
to the Company and the Guarantors in the event such purchase is not consummated
for any reason. If the Company or the Guarantors shall default on its
obligation to deliver Securities to a purchaser whose offer it has accepted,
the Company and the Guarantors shall (i) hold each Agent harmless against any
loss, claim or damage arising from or as a result of such default by the
Company and the Guarantors and (ii) notwithstanding such default, pay to the
Agent that solicited such offer any commission to which it would be entitled in
connection with such sale. The Company and the Guarantors shall not be
required to pay any Agent a commission in connection with any purchase of a
Security which is not consummated other than as a result of a default by the
Company or the Guarantors of its obligations hereunder, including their
obligation to deliver Securities to a purchaser whose offer has been accepted.

9. The respective indemnities, agreements, representations, warranties
and other statements by any Agent and the Guarantors and the Company set forth
in or made pursuant to this Agreement shall remain in full force and effect
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Agent or any controlling person of any Agent or
either of the Guarantors or the Company, or any officer or director or any
controlling person of either of the Guarantors or the Company, and shall
survive each delivery of and payment for any of the Securities.

10. The provisions of this Agreement relating to the solicitation of
offers to purchase Securities from the Company and the Guarantors may be
suspended or terminated at any time by the Company and XTRA as to any Agent or
by any Agent as to such Agent upon the giving of written notice of such
suspension or termination to such Agent or the Company or XTRA, as the case
may be. In the event of such suspension or termination with respect to any
Agent, (x) this Agreement shall remain in full force and effect with respect to
any Agent as to which such suspension or termination has not occurred, (y) this
Agreement shall remain in full force and effect with respect to the rights and
obligations of any party which have previously accrued or which relate to
Securities which are already issued, agreed to be issued or the subject of a
pending offer at the time of such suspension or termination and (z) in any
event, this Agreement shall remain in full force and effect insofar as the
third paragraph of Section 2(a) (with respect to solicitations made prior to
such suspension or termination), Section 4(d), Section 4(e), Section 5 (with
respect to solicitations made prior to such suspension or termination),
Section 7, Section 8 and Section 9 are concerned.

11. Except as otherwise specifically provided herein or in the
Procedure, all statements, requests, notices and advices hereunder shall be
in writing, or by telephone if promptly confirmed in writing, and if to
Goldman, Sachs & Co. shall be sufficient in all respects when delivered or
sent by facsimile transmission or registered mail to 85 Broad Street, New York,
New York 10004, Facsimile Transmission No. (212) 902-3000, Attention:
Registration Department, if to Smith Barney Inc. shall be sufficient in all
respects when delivered or sent by telex, facsimile transmission or registered
mail to 390 Greenwich Street, New York, New York 10013, Facsimile Transmission
No. (212) 723-8853, Attention: MTN Product Manager, except that any Pricing
Supplements should also delivered or sent by facsimile transmission

-23-

<PAGE> 24
or registered mail to 388 Greenwich Street, New York, New York 10013,
Facsimile Transmission No. (212) 816-7192, Attention: Adrienne Garofalo, if to
Schroder Wertheim & Co. Incorporated shall be sufficient in all respects when
delivered or sent by telex, facsimile transmission or registered mail to 787
Seventh Avenue, New York, New York 10019, Facsimile Transmission No. (212)
492-7194, Attention: Fixed Income Department, if to the Company or XTRA shall
be sufficient in all respects when delivered or sent by facsimile transmission
or registered mail to XTRA Corporation or XTRA, Inc., c/o X-L-Co., Inc., 60
State Street, Boston, Massachusetts 02109, Facsimile Transmission No. (617)
227-2190, Attention: General Counsel, and if to XTRA Missouri shall be
sufficient in all respects when delivered or sent by facsimile transmission or
registered mail to XTRA Missouri, Inc., 3 Oaks Plaza Building, 8 Victory Lane,
Liberty, Missouri 64068, Facsimile Transmission No. (816) 792-8599, Attention:
President.

12. This Agreement and any Terms Agreement shall be binding upon, and
inure solely to the benefit of, each Agent and the Company and the Guarantors,
and to the extent provided in Section 7, Section 8 and Section 9 hereof, the
officers and directors of the Company and the Guarantors and any person who
controls any Agent or the Company or either Guarantor, and their respective
personal representatives, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement or any Terms
Agreement. No purchaser of any of the Securities through or from any Agent
hereunder shall be deemed a successor or assign by reason merely of such
purchase.

13. Time shall be of the essence in this Agreement and any Terms
Agreement. As used herein the term "business day" shall mean any day when the
Commission's office in Washington, D.C. is open for business.

14. THIS AGREEMENT AND ANY TERMS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

15. This Agreement and any Terms Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each
of which shall be an original, but all of such respective counterparts shall
together constitute one and the same instrument.

-24-

<PAGE> 25

If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, whereupon this letter and the
acceptance by each of you thereof shall constitute a binding agreement between
the Company and you in accordance with its terms.

Very truly yours,

XTRA, INC.

By:
-----------------------------
Name: Michael J. Soja
Title: Vice President
and Chief Financial Officer

XTRA CORPORATION

By:
-----------------------------
Name: Michael J. Soja
Title: Vice President and
Chief Financial Officer

XTRA MISSOURI, INC.

By:
------------------------------
Name:
Title:

Accepted in New York, New York,
as of the date hereof:

- --------------------------------
(GOLDMAN, SACHS & CO.)

SMITH BARNEY INC.

By:
-----------------------------
Name:
Title:

-25-

<PAGE> 26

SCHRODER WERTHEIM & CO. INCORPORATED

By:
------------------------
Name:
Title:

-26-

<PAGE> 27

ANNEX I
XTRA, INC.

Series C Medium-Term Notes
Guaranteed as to Payment of Principal,
Premium (if any) and Interest by

XTRA CORPORATION

AND

XTRA MISSOURI, INC.

TERMS AGREEMENT

,19
----------- --

[Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004]

[Smith Barney Inc.
390 Greenwich Street
New York, New York 10013]

[Schroder Wertheim & Co.
Incorporated
Equitable Center
787 Seventh Avenue
New York, New York 10019]

Dear Sirs:

XTRA, Inc. (the "Company"), XTRA Corporation ("XTRA") and XTRA
Missouri, Inc. ("XTRA Missouri," and together with XTRA, the "Guarantors")
propose, subject to the terms and conditions stated herein and in the
Distribution Agreement, dated ___________ __, 1995 (the "Distribution
Agreement"), between the Company and the Guarantors on the one hand and
Goldman, Sachs & Co., Smith Barney Inc. ("Smith Barney") and Schroder Wertheim
& Co. Incorporated ("Schroder Wertheim") on the other, to issue and sell to
[Goldman, Sachs & Co.] [Smith Barney] [Schroder Wertheim] the securities
specified in the Schedule hereto (the "Purchased Securities"). Each of the
provisions of the Distribution Agreement not specifically related to the
solicitation by the Agents, as agents of the Company and the Guarantors, of
offers to purchase Securities is incorporated herein by reference in its
entirety, and shall be deemed to be part of this Terms Agreement to the same
extent as if such provisions had been set forth in full herein. Nothing
contained herein or in the Distribution Agreement shall make any party hereto
an agent of the Company or the Guarantors or make such party subject to the

I-1
<PAGE> 28

provisions therein relating to the solicitation of offers to purchase
securities from the Company and the Guarantors, solely by virtue of its
execution of this Terms Agreement. Each of the representations and warranties
set forth therein shall be deemed to have been made at and as of the date of
this Terms Agreement, except that each representation and warranty in Section
1 of the Distribution Agreement which makes reference to the Prospectus shall
be deemed to be a representation and warranty as of the date of the
Distribution Agreement in relation to the Prospectus (as therein defined), and
also a representation and warranty as of the date of this Terms Agreement in
relation to the Prospectus as amended and supplemented to relate to the
Purchased Securities.

An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Purchased Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.

Subject to the terms and conditions set forth herein and in the
Distribution Agreement incorporated herein by reference, the Company and the
Guarantors agree to issue and sell to [Goldman, Sachs & Co.] [Smith Barney]
[Schroder Wertheim] and [Goldman, Sachs & Co.] [Smith Barney] [Schroder
Wertheim] agree[s] to purchase from the Company the Purchased Securities, at
the time and place, in the principal amount and at the purchase price set
forth in the Schedule hereto.

If the foregoing is in accordance with your understanding, please sign
and return to us _______ counterparts hereof, and upon acceptance hereof by
you this letter and such acceptance hereof, including those provisions of the
Distribution Agreement incorporated herein by reference, shall constitute a
binding agreement between you and the Company and the Guarantors.

XTRA, INC.

By:
---------------------
Name:
Title:

XTRA CORPORATION

By:
---------------------
Name:
Title:

XTRA MISSOURI, INC.

By:
----------------------
Name:
Title:

I-2

<PAGE> 29

Accepted:

- -------------------------
[(GOLDMAN, SACHS & CO.)]

[SMITH BARNEY INC.]

By:
-----------------------
Name:
Title:

[SCHRODER WERTHEIM & CO. INCORPORATED]

By:
-----------------------
Name:
Title:

I-3
<PAGE> 30

SCHEDULE TO ANNEX I

Title of Purchased Securities:

Series C Medium-Term Notes ("Purchased Securities")

Aggregate Principal Amount:

[Price to Public:]

Purchase Price by [Goldman, Sachs & Co.] [Smith Barney] [Schroder Wertheim]:

% of the principal amount of the Purchased Securities, plus accrued
interest from to

Method of and Specified Funds for Payment of Purchase Price:

[By certified or official bank check or checks, payable to the order of
the Company, in [[New York] Clearing House] [immediately available]
funds]

[By wire transfer to a bank account specified by the Company in [next
day] [immediately available] funds]

Indenture:

Indenture, dated as of August 15, 1994, between the Company, the
Guarantors and State Street Bank and Trust Company, as Trustee, as
amended.

Time of Delivery:

Closing Location:

Maturity:

Interest Rate:

[ %]

I-4

<PAGE> 31

Interest Payment Dates:

[months and dates]

Documents to be Delivered:

The following documents referred to in the Distribution Agreement shall
be delivered as a condition to the Closing:

[(1)The opinion or opinions of counsel to the Agents referred
to in Section 4(h).]

[(2)The opinion or opinions of counsel to the Company referred
to in Section 4(i).]

[(3)The accountants' letter referred to in Section 4(j).]

[(4)The officers' certificate referred to in Section 4(k).]

Other Provisions (including Syndicate Provisions, if applicable):

[Set forth any provisions relating to underwriters' default and
step-up of amounts to be purchased by underwriters acting with
[Goldman, Sachs & Co.] [Smith Barney] [Schroder Wertheim]]

I-5

<PAGE> 32

ANNEX II
XTRA, INC.
ISSUER

XTRA CORPORATION
XTRA MISSOURI, INC.
GUARANTORS

ADMINISTRATIVE PROCEDURE
MEDIUM-TERM NOTES
SERIES C

Medium-term notes, each of which has the benefit of unconditional
guarantees (the "Guarantees") of payment of principal, premium (if any) and
interest from XTRA Corporation and XTRA Missouri, Inc. (the medium-term notes,
together with the Guarantees being referred to herein as the "Securities") in
the aggregate principal amount of up to $800,000,000 are to be offered from
time to time by XTRA, Inc. (the "Company"), XTRA Corporation ("XTRA") and XTRA
Missouri, Inc. ("XTRA Missouri", and together with XTRA, the "Guarantors"),
through Goldman, Sachs & Co., Smith Barney Inc. and Schroder Wertheim & Co.
Incorporated as agents of the Company and the Guarantors (in such capacity,
individually an "Agent" and collectively the "Agents"). Each Agent has agreed
to use its reasonable efforts to solicit offers to purchase Securities
directly from the Company and the Guarantors, and each such Agent may also
purchase Securities from the Company and the Guarantors as principal. The
Securities are being sold pursuant to a Distribution Agreement, dated October
___, 1995 (the "Distribution Agreement").

The Securities will be issued pursuant to an Indenture, dated as of
August 15, 1994 (the "Original Indenture"), as amended and supplemented by the
First Supplemental Indenture, dated as of September 30, 1994 (the Original
Indenture, as so amended and supplemented, the "Indenture"), among the
Company, XTRA, The First National Bank of Boston, as Trustee (the "Trustee")
and, in the case of such First Supplemental Indenture, XTRA Missouri. The
Securities will have been registered with the Securities and Exchange
Commission (the "Commission").

In the case of purchases of Securities by any Agent as principal, the
relevant terms and settlement details related thereto, including the Time of
Delivery referred to in Section 2(b), will be set forth in a Terms Agreement
entered into between such Agent and the Company and the Guarantors pursuant to
the Distribution Agreement, unless the Company and such Agent otherwise agree
as provided in Section 2(b) of the Distribution Agreement, in which case the
procedures to be followed in respect of the settlement of such sale will be as
set forth below.

The procedures to be followed during, and the specific terms of, the
solicitation of offers by the Agents and the sale as a result thereof by the
Company are explained below. The following summaries of certain provisions of
the Distribution Agreement and the Indenture do not purport to be complete and
are subject, and are qualified in their entirety by reference, to all of the
respective provisions of the Distribution Agreement and the Indenture.

II-1

<PAGE> 33

Administrative and record-keeping responsibilities will be handled for
the Company by its Controllers Department. The Company will advise the Agents
in writing of those persons handling administrative responsibilities
("Designated Persons") with whom the Agents are to communicate regarding
offers to purchase Securities and the details of their delivery.

Maturties: Each Security will mature on a date, selected
by the purchaser and agreed to by the Company, which
will be at least nine months but not more than thirty
years from the date of issuance.

Guarantee: Each Security will have the benefit of Guarantees.

Price to Public: Each Security will be issued at 100% of its principal
amount.

Denominations: The denominations will be $100,000 and any
integral multiple of $1,000 in excess thereof. Global
Securities (as defined below) will be denominated in
principal amounts not in excess of $150,000,000. If
one or more Book-Entry Notes having an aggregate
principal amount in excess of $150,000,000 would, but
for the preceding sentence, be represented by a single
Global Security, then one Global Security will be
authenticated and issued to represent each $150,000,000
principal amount of such Book-Entry Note or Notes and
an additional Global Security will be authenticated
and issued to represent any remaining principal amount
of such Book-Entry Note or Notes. In such a case, each
of the Global Securities representing such Book-Entry
Note or Notes shall be assigned the same CUSIP number.

Registration: Each Security will be issued only in fully
registered form and will be represented by either a
global security (a "Global Security") delivered to the
Trustee, as agent for The Depository Trust Company
(the "Depository") and recorded in the book-entry
system maintained by the Depository (a "Book-Entry
Security") or a certificate issued in definitive form
(a "Certificated Security") delivered to a person
designated by an Agent, as set forth in the applicable
Pricing Supplement. An owner of a Book-Entry Security
will not be entitled to receive a certificate
representing such a Security, except as provided in
the Indenture.

Each Global Security will be registered in the name of CEDE
& Co., as nominee for DTC, on the Security Register.
The beneficial owner of a Book-Entry Note (or one or
more indirect participants in DTC designated by such
owner) will designate one or more direct participants
in DTC (with respect to such Note, the "Participants")
to act as agent or agents for such owner in connection
with the book-entry system maintained

II-2

<PAGE> 34

by DTC, and DTC will record in book-entry form, in
accordance with instructions provided by such
Participants, a credit balance with respect to such
beneficial owner in such Note in the account of such
Participants. The ownership interest of such
beneficial owner in such Note will be recorded through
the records of such Participants or through the
separate records of such Participants and one or more
indirect participants in DTC.

Identification The Company has arranged with the CUSIP Service
Numbers: Bureau of Standard & Poor's Corporation (the "CUSIP
Service Bureau") for the reservation of a series of
CUSIP numbers (including tranche numbers) for the
Registered Notes. Such series consists of
approximately 900 CUSIP numbers and relates to Global
Securities representing Book-Entry Notes and book-
entry medium-term notes issued by the Company with
other series designations. The Company has obtained
from the CUSIP Service Bureau written lists of such
reserved CUSIP numbers, and caused such lists to be
delivered to the DTC Agent and to DTC. The Company
will assign CUSIP numbers to Global Securities as
described below under Settlement Procedure "A". DTC
will notify the CUSIP Service Bureau periodically of
the CUSIP numbers that the Company has assigned to
Global securities. The DTC Agent will notify the
Company at any time when fewer than 100 of the reserved
CUSIP numbers remain unassigned to Global Securities,
and, if it deems necessary, the Company will reserve
additional CUSIP numbers for assignment to Global
Securities. Upon obtaining such additional CUSIP
numbers, the Company shall deliver a list of such
additional CUSIP numbers to the DTC Agent and to DTC.

Interest Payments: Interest payments will be made, with respect to
fixed-rate Securities, on each April 1 and October 1
in each year and, with respect to floating-rate
Securities, on the dates specified therein (in each
case, the "Interest Payment Dates"), commencing on
the first Interest Payment Date after the Settlement
Date (as defined below under "Settlement"), and at
maturity. Interest payments will be made on the
Interest Payment Dates to the registered owners of
fixed-rate Securities, at the close of business on the
immediately preceding March 15 and September 15
record dates, respectively; interest payments will be
made on the Interest Payment Dates to the registered
owners of floating-rate Securities on the record dates
occurring 15 days prior to each Interest Payment Date.
Interest will begin to accrue on the Settlement Date,
as hereafter defined, and not from the immediately
previous Interest Payment Date. Interest payable at
maturity (other than on a date which is an Interest
Payment Date) will be paid

II-3

<PAGE> 35

to the same person to whom the principal is payable.
Interest (including payments for partial periods) will
be calculated on the basis of a 360-day year of twelve
30-day months. Unless special arrangements have been
made, all interest payments (other than interest due at
maturity) will be made by check, drawn on The First
National Bank of Boston.

On the fifth business day immediately preceding each
Interest Payment Date, the Trustee will advise the
Company of the aggregate amount of interest to be paid
on the Securities on such Interest Payment Date. The
Trustee will provide monthly to XTRA's and the
Company's Treasurer or Assistant Treasurer a list of
the principal and interest to be paid on Securities
maturing in the next succeeding month. The Trustee
will assume responsibility for withholding taxes on
interest paid as required by law.

Acceptance of The Agents will promptly advise the Company by
Offers: telephone or other appropriate means of all reasonable
offers to purchase securities, other than those
rejected by the Agents. The Company shall inform the
Guarantors of any such offers. The Agents may, in
their discretion reasonably exercised, reject any
offer received by them in whole or in part. The Company
and the Guarantors will have the sole right to accept
offers to purchase Securities and may reject any such
offer in whole or in part.

If the Company and the Guarantors accept an offer to
purchase Securities, they will confirm such acceptance
in writing to the Agents and the Trustee or its agent.
If the Company and the Guarantors reject an offer,
they will promptly notify the Agents.

If the Company and the Guarantors accept an offer to
purchase a Security (as described below under
"Procedure for Posting"), but the Company has not
"posted" rates, the Company will prepare a pricing
sticker reflecting the terms of such Security and will
arrange to have ten stickered Prospectus Supplements
filed with the Commission not later than the
Commission's close of business on the second business
day following such acceptance of an offer to purchase
a Security and will supply at least ten stickered
Prospectus Supplements to the Agents. The Agents will
cause a Prospectus Supplement with such pricing
sticker to be delivered to the purchaser of the
Security.

If the Company and the Guarantors accept an offer to
purchase a Security and the Company has "posted"
rates, the Agents

II-4

<PAGE> 36

will cause a Prospectus Supplement with a "posted"
rates sticker to be delivered to the purchaser of such
Security.

Delivery of With respect to each Security sold pursuant to
Prospectus: the Distribution Agreement, the Agents shall send a
copy of the Prospectus Supplement (together with
either a specially prepared pricing sticker relating
to such Security or a "posted" rates sticker), to the
customer or its agent prior to or together with the
earlier of delivery of (a) the written confirmation of
sale sent to such customer or agent or (b) the
Security or due bill to such customer or agent.

Confirmation: The Agents will issue a written confirmation to
each purchaser containing the Sale Information (as
defined below), plus delivery and payment
instructions.

Settlement: Unless special arrangements have been made, all
offers solicited by the Agents and accepted by the
Company will be settled on the third business day
after the date of acceptance. At the request of the
purchaser, the Company may in its discretion allow for
settlement on any business day subsequent to the date
of acceptance. The day of settlement is referred to
herein as the "Settlement Date".

Details for Unless special arrangements have been made,
Settlement: prior to 3:00 p.m., New York City time, on the day
prior to the Settlement Date, the Company will
instruct the Trustee or its agent by facsimile
transmission or other acceptable written means to
authenticate and deliver the Securities no later than
11:00 a.m., New York City time, on the Settlement
Date.

Details for The Agents must communicate the following
Settlement: information (the "Sale Information"), in each case if
applicable, from the purchaser to a Designated Person
by facsimile transmission or other acceptable written
means:

(1) Name of the registered owner,
(2) Address of the registered owner,
(3) Taxpayer identification number of the registered
owner,
(4) Principal amount of the purchase,
(5) Date of Security,
(6) Interest rate or method for determining and
resetting interest rate, as the case may be,
(7) Spread,
(8) Spread multiplier,
(9) Redemption,
(10) Redemption price,
(11) Prepayment date,
(12) Original Issue Discount,

II-5

<PAGE> 37

(13) Settlement Date,
(14) Maturity date,
(15) Denominations of certificate(s],
(16) Agents'commission (to be paid as a discount
from gross proceeds of sale),
(17) Net proceeds to the Company, and
(18) Book-Entry Security or Certificated Security.

After receiving the Sale Information from the Agents, and,
after recording the Sale Information and any necessary
calculations, the Company will communicate such Sale
Information by telephone (confirmed in writing),
facsimile transmission or other acceptable written
means, to the Trustee or its agent. Prior to
preparing the Securities for delivery, the Trustee or
its agent will promptly confirm the Sale Information
by telephone with the Agents. The Trustee or its agent
will assign to and enter on each Security a
transaction number.

Delivery of The Trustee or its agent will prepare each
Certificated Security and four receipts that will serve as the
Securities: documentary control of the transaction. One receipt
will be distributed to the Agents and one to the
Company's and XTRA's Controllers Department. The
Trustee or its agent will retain the other two receipts
for record-keeping purposes and to implement payment of
interest.

In the case of a sale of a Security to a purchaser
solicited by the Agents, the Trustee will, by 2:15
p.m., New York City time, on the Settlement Date,
deliver the Security to the Agents for the benefit of
the purchaser of such Security against delivery by the
Agents of a receipt therefor. On the Settlement Date
the Agents will deliver payment for such Security in
immediately available funds to the Company in an
amount equal to the issue price of the Security less
the Agents' commission; provided that the Agents
reserve the right to withhold payment for which they
have not received funds from the purchaser. The
Company shall not use any proceeds advanced by the
Agents to acquire securities. The Agents will obtain a
written acknowledgement from the purchaser of the
receipt of such security.

In the case of a sale of a Security to the Agents acting as
principal, the Trustee will, by 2:15 p.m., New York
City time, on the Settlement Date, deliver the
Security to the Agents against delivery of payment for
such Security in immediately available funds to the
Company in an amount equal to the issue price of the
Security less the Agents' discount.

II-6

<PAGE> 38
Failures in In the event that a purchaser (other than the Agents acting
Respect of as principal) shall fail to accept delivery of and make
Certificated payment for any Security, the Agents will forthwith
Securities: notify the Company's Treasurer by telephone (confirmed
in writing) or by facsimile transmission. If the
Security has been delivered to the Agents on behalf of
the purchaser, the Agents will immediately return the
Security to the Company or its agent. If funds have
been advanced by the Trustee or the Agents, as the
case may be, for the purchase of such Security, the
Trustee or its agent will immediately upon receipt of
the Security debit the account of the Company in an
amount equal to the amount previously credited thereto
in respect of the Security and will either credit the
account of or return such funds to the Agents, or the
Company will return to the Agents directly an amount
equal to the amount previously paid by the Agents to
the company in respect of such Security. Such debits
and credits or returns will be made on the Settlement
Date if possible and, in any event, not later than the
business day following the Settlement Date. If such
failure shall have occurred for any reason other than
default by the Agents in the performance of its
obligations under the Distribution Agreement, the
Company will reimburse the Agents on an equitable basis
for its loss of the use of the funds during the period
when they were credited to the account of the Company.

Immediately upon receipt of the certificate representing
the Security in respect of which the failure occurred,
the Trustee or its agent will cancel the Security,
make appropriate entries in its records and, unless
otherwise instructed by the Company, destroy the
certificate.

PROCEDURES APPLICABLE
ONLY TO BOOK-ENTRY
SECURITIES

Delivery of A. The Company will assign a CUSIP number to
Global the Security from a list of CUSIP numbers previously
Book-Entry delivered to the Trustee by the Company representing
Securities: such Book-Entry Security and then advise the Company
and the Selling Agent or Purchasing Agent, as the case
may be, of such CUSIP number.

B. The Trustee will enter a pending deposit
message through the Depository's Participant Terminal
System, providing the following settlement
information to the Depository, and the Depository
shall forward such information to such Agent and
Standard & Poor's Corporation:

(1)The applicable Sale Information;

II-7

<PAGE> 39

(2) CUSIP number of the Global Security representing
such Book-Entry Security;
(3) Whether such Global Security will represent any
other Book-Entry Security (to the extent known at
such time);
(4) Number of the Participant account maintained by the
Depository on behalf of the Selling Agent or
Purchasing Agent, as the case may be;
(5) The interest payment period;
(6) Initial Interest Payment Date for such Book-Entry
Security, number of days by which such date
succeeds the record date for the Depository's
purposes (which, in the case of Floating Rate
Securities which reset weekly shall be the date
five calendar days immediately preceding the
applicable Interest Payment Date and in the case of
all other Book-Entry Securities shall be the
Regular Record Date, as defined in the Security)
and, if calculable at that time, the amount of
interest payable on such Interest Payment Date.

C. The Trustee will complete and authenticate the
Global Security previously delivered by the Company
representing such Book-Entry Security.

D. The Depository will credit such Book-Entry
Security to the Trustee's participant account at the
Depository.

E. The Trustee will enter an SDFS deliver order
through the Depository's Participant Terminal System
instructing the Depository to (i) debit such
Book-Entry Security to the Trustee's participant
account and credit such Book-Entry Security to such
Agent's participant account and (ii) debit such
Agent's settlement account and credit the Trustee's
settlement account for an amount equal to the price of
such Book-Entry Security less such Agent's commission.
The entry of such a deliver order shall constitute a
representation and warranty by the Trustee to the
Depository that (a) the Global Security representing
such Book-Entry Security has been issued and
authenticated and (b) the Trustee is holding such
Global Security pursuant to the Certificate Agreement.

Each such communication by the Company shall constitute
a representation and warranty by the Company to the
DTC Agent, the Trustee and such Agent that (i) such
Note is then, and at the time of issuance and sale
thereof will be, duly authorized for issuance and sale
by the Company, (ii) such Note, and the Global
Security representing such Note, will conform with the
terms of the Indenture and (iii) upon authentication
and delivery of such Global Security, the aggregate
initial public offering price or purchase price of all
Notes

II-8

<PAGE> 40

issued under the Indenture will not exceed $800,000,000
(except for Book-Entry Notes represented by Global
Securities authenticated and delivered in exchange for
or in lieu of Global securities pursuant to the
Indenture and except for Certificated Notes
authenticated and delivered upon registration or
transfer of, in exchange for, or in lieu of
Certificated Notes pursuant to the Indenture).

F. Such Agent will enter an SDFS deliver order
through the Depository's Participant Terminal System
instructing the Depository (i) to debit such
Book-Entry Security to such Agent's participant
account and credit such Book-Entry Security to the
participant accounts of the Participants with respect
to such Book-Entry Security and (ii) to debit the
settlement accounts of such Participants and credit
the settlement account of such Agent for an amount
equal to the price of such Book-Entry Security.

G. Transfers of funds in accordance with SDFS
deliver orders described in Settlement Procedures "E"
and "F" will be settled in accordance with SDFS
operating procedures in effect on the settlement date.

H. Upon confirmation of receipt of funds, the
Trustee will transfer to the account of the Company
maintained at The First National Bank of Boston, or
such other account as the Company may have previously
specified to the Trustee, in funds available for
immediate use in the amount transferred to the Trustee
in accordance with Settlement Procedure "E".

I. Upon request, the Trustee will send to the
Company a statement setting forth the principal amount
of Book-Entry Securities outstanding as of that date
under the Indenture.

J. Such Agent will confirm the purchase of such
Book-Entry Security to the purchaser either by
transmitting to the Participants with respect to such
Book-Entry Security a confirmation order or orders
through the Depository's institutional delivery
system or by mailing a written confirmation to such
purchaser.

K. The Depository will at any time, upon request
of the Company or the Trustee, promptly furnish to the
Company or the Trustee a list of the names and
addresses of the participants for whom the Depository
has credited Book-Entry Securities.

II-9

<PAGE> 41

Preparation of If the Company accepts an offer to purchase a
Pricing Book-Entry Security, it will prepare a Pricing
Supplement: Supplement reflecting the terms of such Book-Entry
Security and arrange to have delivered to the Selling
Agent or Purchasing Agent, as the case may be, at
least ten copies of such Pricing Supplement, not later
than 5:00 p.m., New York City time, on the Business Day
following the receipt of the Sale Information, or if
the Company and the purchaser agree to settlement on
the Business Day following the date of acceptance,
not later than noon, New York City time, on such date.
The Company will arrange to have ten Pricing
Supplements filed with the Commission not later than
the close of business of the Commission on the fifth
Business Day following the date on which such Pricing
Supplement is first used.

Delivery of The Selling Agent will deliver to the purchaser
Confirmation of a Book-Entry Security a written confirmation of
and Prospectus the sale and delivery and payment instructions. In
to Purchaser addition, the Selling Agent will deliver to such
by Selling Agent: purchaser or its agent the Prospectus as amended or
supplemented (including the Pricing Supplement) in
relation to such Book-Entry Security prior to or
together with the earlier of the delivery to such
purchaser or its agent of (a) the confirmation of sale
or (b) the Book-Entry Security.

Date of Settlement: The receipt by the Company of immediately
available funds in payment for a Book-Entry Security
and the authentication and issuance of the Global
Security representing such Book-Entry Security shall
constitute "settlement" with respect to such Book-Entry
Security. All orders accepted by the Company will be
settled on the third Business Day pursuant to the
timetable for settlement set forth below unless the
Company and the purchaser agree to settlement on
another day which shall be no earlier than the next
Business Day.

Settlement For orders of Book-Entry Securities solicited
Procedure by an Agent, as agent, and accepted by the Company for
Timetable: settlement on the first Business Day after the sale
date, Settlement Procedures set forth above shall be
completed as soon as possible but not later than the
respective times (New York City time) set forth below:

II-10

<PAGE> 42

<TABLE>
<CAPTION>
Settlement
Procedure Time
- ---------- ----
<S> <C> <C>

Sale 5:00 p.m. on the Business Day following the acceptance of an offer
Information by the Company or 10:00 a.m. on the Business Day prior
Communicated to the settlement date, whichever is earlier

A 12:00 noon on the sale date

B 2:00 p.m. on the sale date

C 5:00 p.m. on settlement date

D 10:00 a.m. on settlement date

E-F 2:00 p.m. on settlement date

G 4:45 p.m. on settlement date

H 5:00 p.m. on settlement date
</TABLE>

If a sale is to be settled more than one Business Day after
the sale date, Settlement Procedures "A" and "B" shall
be completed as soon as practicable but not later than
2:00 p.m. on the first Business Day after the sale date.
If the initial interest rate for a Floating Rate
Book-Entry Security has not been determined at the time
that the Sale Information is communicated, Settlement
Procedures "A" and "B" shall be completed as soon as
such rate has been determined but no later than 2:00
p.m. on the second Business Day before the settlement
date. Settlement Procedure "G" is subject to extension
in accordance with any extension of Fedwire closing
deadlines and in the other events specified in the SDFS
operating procedures in effect on the settlement date.

If settlement of a Book-Entry Security is rescheduled or can-
celled, the Trustee, upon obtaining knowledge thereof,
will deliver to the Depository, through the Depository's
Participation Terminal System, a cancellation message
to such effect by no later than 2:00 p.m. on the
Business Day immediately preceding the scheduled
settlement date.

Failures in If the Trustee fails to enter an SDFS deliver order
Respect of Book- with respect to Security pursuant to Settlement Procedure
Entry Securities: "E", the Trustee may deliver to the Depository, through
the Depository's Participant Terminal System, as soon
as practicable a withdrawal message instructing the
Depository to debit such Book-Entry Security to the
Trustee's participant account, pro-

II-11

<PAGE> 43

vided that the Trustee's participant account contains a
principal amount of the Global Security representing
such Book-Entry Security that is at least equal to the
principal amount to be debited. If a withdrawal
message is processed with respect to all the
Book-Entry Securities represented by a Global
Security, the Trustee will mark such Global Security
"cancelled", make appropriate entries in the Trustee's
records and send such cancelled Global Security to the
Company. The CUSIP number assigned to such Global
Security shall, in accordance with CUSIP Service
Bureau procedures, be cancelled and not immediately
reassigned. If a withdrawal message is processed with
respect to one or more, but not all, of the Book-Entry
Securities represented by a Global Security, the
Trustee will exchange such Global Security for two
Global Securities, one of which shall represent such
Book-Entry Security or Securities and shall be
cancelled immediately after issuance and the other of
which shall represent the remaining Book-Entry
securities previously represented by the surrendered
Global Security and shall bear the CUSIP number of the
surrendered Global Security.

If the purchase price for any Book-Entry Security is not
timely paid to the participants with respect to such
Book-Entry Security by the beneficial purchaser
thereof (or a person including an indirect participant
in the Depository, acting on behalf of such
purchaser), such participants and, in turn, the Agent
for such Book-Entry Security may enter deliver orders
through the Depository's Participant Terminal System
debiting such Book-Entry Security to such
participant's account and crediting such Book-Entry
Security to such Agent's account and then debiting
such Book-Entry Security to such Agent's participant
account and crediting such Book-Entry Security to the
Trustee's participant account and shall notify the
Company and the Trustee thereof. Thereafter, the
Trustee will (i) immediately notify the Company of
such order and the Company shall transfer to such
Agent funds available for immediate use in an amount
equal to the price of such Book-Entry Security which
was credited to the account of the company maintained
at the Trustee in accordance with Settlement Procedure
I, and (ii) deliver the withdrawal message and take
the related actions described in the preceding
paragraph. If such failure shall have occurred for any
reason other than default by the applicable Agent to
perform its obligations hereunder or under the
Distribution Agreement, the Company will reimburse
such Agent on an equitable basis for the loss of its
use of funds during the period when the funds were
credited to the account of the Company.

II-12

<PAGE> 44

Notwithstanding the foregoing, upon any failure to settle
with respect to a Book-Entry Security, the Depository
may take any actions in accordance with its SDFS
operating procedures then in effect. In the event of a
failure to settle with respect to one or more, but not
all, of the Book-Entry Securities to have been
represented by a Global Security, the Trustee will
provide, in accordance with Settlement Procedure "D"
for the authentication and issuance of a Global
Security representing the other Book-Entry Securities
to have been represented by such Global Security and
will make appropriate entries in its records. The
Company will, from time to time, furnish the Trustee
with a sufficient quantity of Securities.

PROCEDURES GENERALLY
APPLICABLE

Payment at Upon presentation of each Security at maturity,
Maturity: the Trustee or its agent will pay the principal amount
of such Security, together with accrued interest due
at maturity (except when maturity occurs on April 1 or
October 1), in immediately available funds by wire
transfer except as provided in the Indenture. The
Trustee or its agent will cancel Securities presented
at maturity as provided in the Indenture, and, unless
otherwise instructed by the Company, forward them
directly to the Company's Controllers Department with
an appropriate debit advice.

Prcedure for If the Company and the Guarantors decide to
Posting: "post" rates, the Company, the Guarantors and the
Agents will discuss from time to time the rates of
interest per annum to be borne by and the maturity of
Securities that may be sold as a result of the
solicitation of offers by the Agents. Once a decision
has been reached to set initially the "posted" rates
or to change already "posted" rates, the Company or
the Guarantors will promptly advise the Agents to
suspend solicitation of offers until the initial or
changed "posted" rates have been established. When
such rates have been established, the Company will
then promptly prepare "posted" rates stickers
reflecting such posted rates and maturities. The
Company will then promptly arrange to have ten
Prospectus Supplements so stickered filed with the
Commission not later than the Commissioner's close of
business on the second business day after such
"posted" rates have been established and to have copies
of such stickered Prospectus Supplements delivered to
the Agents.

"Posting" rates shall mean establishing a fixed set of
interest rates and maturities for an offering period,
which rates and maturities are to be set forth on
"posted" rates stickers

II-13

<PAGE> 45

attached to Prospectus Supplements distributed to
potential purchasers.

The Agents and the Company and the Guarantors shall destroy
outdated "posted" rates stickers and the Prospectus
Supplements to which they are attached (other than
those retained for files).

Suspension of Subject to its representations, warranties and
Solicitation; covenants contained in the Distribution Agreement, the
Amendment or Company or the Guarantors may instruct the Agents to
Supplement suspend solicitation of offers to purchase Securities
at any time. As soon as practicable, but in any event
not later than one business day after, the Agents will
suspend solicitation until such time as the Company
has advised the Agents that solicitation of offers to
purchase Securities may be resumed. Except as otherwise
provided for in the Distribution Agreement, the Company
and the Guarantors have discretion regarding whether
to amend or supplement the Registration Statement or
Prospectus. If the Company or the Guarantors propose
so to amend or supplement, they will promptly advise
the Agents and will furnish the Agents such proposed
amendment or supplement and, after the Agents has been
afforded a reasonable opportunity to review such
amendment or supplement, will cause such amendment or
supplement promptly to be filed with, or mailed for
filing to, the Commission. The Company will promptly
provide the Agents with copies of any such amendment
or supplement and confirm to the Agents that such
amendment or supplement has been filed with the
Commission.

In the event that at the time the Agents suspend
solicitation of offers to purchase Securities there
shall be any orders for delayed settlement
outstanding, the Company and the Guarantors,
consistent with their obligations under the Distri-
bution Agreement, promptly will advise the Agents
whether such orders may be settled and whether copies
of the Prospectus as in effect at the time of the
suspension may be delivered in connection with the
settlement of such orders. The Company and the
Guarantors will have the sole responsibility for such
decision and for any arrangements which may be made in
the event that the Company or the Guarantors determine
that such orders may not be settled or that copies of
such Prospectus may not be so delivered.

Authenticity The Company will cause the Trustee to furnish
of Signatures: the Agents from time to time with the specimen
signatures of each of the Trustee's officers,
employees or agents who have been authorized by the
Trustee to authenticate Securities, but the

II-14

<PAGE> 46

Agents will have no obligation or liability to the
Company or the Trustee or its agent in respect of the
authenticity of the signature of any officer, employee
or agent of the Company, the Guarantors or the Trustee
or its agent on any Security.

Advertising: The Company and the Guarantors will determine
upon consultation with the Agents the amount of
advertising that may be appropriate in the
solicitation of offers to purchase the Securities.
Advertising expenses will be paid by the Company and
the Guarantors.

II-15

<PAGE> 47

ANNEX III

Pursuant to Section 4(j) and Section 6(e)(i), as the case may be, of
the Distribution Agreement, XTRA's independent certified public accountants
shall furnish letters to the effect that:

(i) They are independent certified public accountants with respect to
XTRA and its direct and indirect subsidiaries, including XTRA Missouri and
the Company, within the meaning of the Act and the applicable published
rules and regulations thereunder;

(ii) In their opinion, the financial statements and financial
statement schedules audited by them and included or incorporated by
reference in the Registration Statement or the Prospectus comply as to
form in all material respects with the applicable accounting requirements
of the Act or the Exchange Act, as applicable, and the related published
rules and regulations thereunder;

(iii) They have performed the procedures specified by the American
Institute of Certified Public Accountants for a review of interim
financial information as described in SAS No. 71 on the unaudited
financial statements included in XTRA's Quarterly Report on Form 10-Q,
incorporated by reference into the Prospectus, and inquired of certain
officials of XTRA who have responsibility for financial and accounting
matters as to whether the unaudited financial statements comply as to form
in all material respects with the applicable accounting requirements of
the Exchange Act as it applies to Form 10-Q and the related published
rules and regulations, and based on the foregoing procedures, nothing came
to their attention that caused them to believe that any material
modifications should be made to the unaudited financial statements for them
to be in conformity with generally accepted accounting principles, or that
the unaudited condensed consolidated financial statements do not comply as
to form in all material respects with the applicable accounting
requirements of the Exchange Act and the related published rules and
regulations;

(iv) On the basis of limited procedures, not constituting an audit in
accordance with generally accepted auditing standards, consisting of a
reading of the unaudited financial statements, a reading of the latest
available interim financial statements of XTRA and its direct and indirect
subsidiaries, including XTRA Missouri and the Company, inspection of the
minute books of XTRA and its direct and indirect subsidiaries, including
XTRA Missouri and the Company, since the date of the latest audited
financial statements included or incorporated by reference in the
Prospectus, inquiries of officials of XTRA and its direct and indirect
subsidiaries, including XTRA Missouri and the Company, responsible for
financial and accounting matters, nothing came to their attention that
caused them to believe that:

(A) as of a specified date not more than five days prior to the date
of such letter, there has been any increase in the consolidated
long-term debt of XTRA and its direct and indirect subsidiaries,
including XTRA Missouri and the Company, or any decrease in the amount
of XTRA's retained earnings, or any decreases in common stock,
consolidated net property and equipment or lease contracts receivable
in each case as compared with amounts shown on the most recently filed
Form 10-Q, except in each case for changes, increases or decreases which
the Prospectus discloses have occurred or may occur or which are
described in such letter; and

III-1

<PAGE> 48

(B) for the period from the date of the latest financial statements
included or incorporated by reference in the Prospectus to the
specified date referred to in Clause (A) there were any decreases, as
compared with the corresponding period in the preceding year, in the
amount of XTRA's consolidated revenues, or income from operations
before provision for income taxes or any decreases in the ratio of
income from operations before provision for income taxes to revenues, or
any increases in the ratios of depreciation on rental equipment, rental
equipment operating expense (which includes repair, and maintenance,
tires and tubes, transportation and storage, facilities and other
expense), selling and administrative expense or interest expense to
revenues, except in each case for increases or decreases which the
Prospectus discloses have occurred or may occur or which are described
in such letter;

(v) In addition to the audit referred to in their report(s) included
or incorporated by reference in the Prospectus and the limited procedures,
inspection of minute books, inquiries and other procedures referred to in
paragraphs (iii) and (iv) above, they have carried out certain specified
procedures, not constituting an audit in accordance with generally
accepted auditing standards, with respect to certain amounts, percentages
and financial information specified by the Agents which are derived from
the general accounting records of XTRA and its direct and indirect
subsidiaries, including XTRA Missouri and the Company, which appear in the
Prospectus (including documents incorporated by reference), or in Part II
of, or in exhibits and schedules to, the Registration Statement specified
by the Agents or in documents incorporated by reference in the Prospectus
specified by the Agents, and have compared certain of such amounts,
percentages and financial information with the accounting records of XTRA
and its direct and indirect subsidiaries, including XTRA Missouri and the
Company, and have found them to be in agreement;

(vi) They compared the amounts included in the Selected Financial Data
to the appropriate annual reports on Form 10-K and found them to be in
agreement. They have also compared the amounts included in the selected
quarterly financial data to the Company's accounting records, the
appropriate Quarterly Report on Form 10-Q or the appropriate Form 10-K,
and found them to be in agreement. They compared the information included
in the Selected Financial Data, the Selected Quarterly Financial Data and
the Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed
Charges and Preferred Stock Dividends tables with the requirements of
Items 301 or 302 or 503, respectively, of Regulation S-K. They also
inquired of certain officials of XTRA who have responsibility for
financial and accounting matters whether this information conforms in all
material respects with the disclosure requirements of Items 301 or 302 or
503, respectively, of Regulation S-K. Nothing came to their attention to
cause them to believe that the Selected Financial Data, the Selected
Quarterly Financial Data and Ratios of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges and Preferred Stock Dividends did not
conform in all material respects to the disclosure requirements of Rule
301 or 302 or 503, respectively, of Regulation S-K; and

(vii) If pro forma financial information is required to be included in
or incorporated by reference into the Registration Statement or the
Prospectus, they have

III-2

<PAGE> 49

(A) read the unaudited pro forma balance sheet and the unaudited pro
forma statements of income included in or incorporated by reference
into the Registration Statement or Prospectus;

(B) inquired of certain officials of XTRA (and the company being
acquired) who have responsibility for financial and accounting matters
about (1) the basis for such officials' determination of the pro forma
adjustments; and (2) whether the unaudited pro forma financial
statements referred to above comply as to form in all material respects
with the applicable accounting requirements of Rule 11-02 of Regulation
S-X; and

(C) proved the arithmetic accuracy of the application of the pro forma
adjustments to the historical amounts in the unaudited pro forma
financial statements.

The foregoing procedures are substantially less in scope than an
examination, the object of which is the expression of an opinion on
management's assumptions, the pro forma adjustments and the application of
those adjustments to historical financial information. Accordingly, they make
no representation about the sufficiency of such procedures for each Agent's
purposes.

Nothing came to their attention as a result of the procedures specified
in the above paragraphs, however, that caused them to believe that the
unaudited pro forma financial statements referred to above included in or
incorporated by reference into the Registration Statement or the Prospectus do
not comply as to form in all material respects with the applicable accounting
requirements of Rule 11-02 of Regulation S-X and that the pro forma adjustments
have not been properly applied to the historical amounts in the compilation of
those statements. Had they performed additional procedures or had they made an
examination of the pro forma financial statements, other matters might have
come to their attention that would have been reported to the Agents.

All references in this Annex III to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Distribution Agreement as of the Commencement Date
referred to in Section 6(e) thereof and to the Prospectus as amended or
supplemented (including the documents incorporated by reference therein) as of
the date of the amendment, supplement, incorporation or the Time of Delivery
relating to the Terms Agreement requiring the delivery of such letter under
Section 4(j) thereof.

III-3

<PAGE> 50

ANNEX IV

Pursuant to Section 4(j) and Section 6(e)(ii), as the case may be, of
the Distribution Agreement, the independent certified public accountants of
Matson Leasing Company, Inc. ("Matson") shall furnish letters to the effect
that:

(i) They are independent certified public accountants with respect to
Matson and its subsidiaries, within the meaning of the Securities Act of
1933 (the "Act") and the applicable published rules and regulations
thereunder;

(ii) In their opinion, the financial statements and financial
statement schedules audited by them and appearing in XTRA's Current Report
on Form 8-K dated June 20, 1995 (the "Current Report"), and incorporated
by reference in the Registration Statement, comply as to form in all
material respects with the applicable accounting requirements of the Act
and the Securities Exchange Act of 1934 (the "Exchange Act") and the
related published rules and regulations thereunder; and

(iii) They have performed the procedures specified by the American
Institute of Certified Public Accountants for a review of interim
financial information as described in SAS No. 71 on the unaudited
financial statements of Matson as of March 31, 1995, and for the three-
and six-month periods ended March 31, 1995, included in the Current Report,
incorporated by reference into the Prospectus, and inquired of certain
officials of Matson who have responsibility for financial and accounting
matters whether the unaudited financial statements comply as to form
in all material respects with the applicable accounting requirements of
the Exchange Act and the related published rules and regulations, and
based on the foregoing procedures, nothing came to their attention that
caused them to believe that any material modifications should be made to
the unaudited financial statements for them to be in conformity with
generally accepted accounting principles, or that the unaudited condensed
consolidated financial statements do not comply as to form in all material
respects with the applicable accounting requirements of the Exchange Act
and the related published rules and regulations.

<PAGE> 1

Exhibit 4.8

XTRA, INC.,

Issuer

XTRA CORPORATION,

Guarantor

and

XTRA MISSOURI, INC.,

Guarantor

[ ]

Trustee

___________________

INDENTURE

Dated as of , 19

_________

Subordinated Debt Securities

<PAGE> 2

XTRA, INC.

Certain Sections of this Indenture relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939

<TABLE>
<CAPTION>
Trust Indenture
Act Section
<S> <C>
Section 310(a)(1) . . . . . . . . . . . . . . 6.9
(a)(2) . . . . . . . . . . . . . . . . . . 6.9
(a)(3) . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . 6.8
6.10
Section 311(a) . . . . . . . . . . . . . . . . 6.13
(b) . . . . . . . . . . . . . . . . . . . 6.13
7.3
Section 312(a) . . . . . . . . . . . . . . . . 7.1
7.2
(b) . . . . . . . . . . . . . . . . . . . 7.2
(c) . . . . . . . . . . . . . . . . . . . 7.2
Section 313(a) . . . . . . . . . . . . . . . . 7.3
(b) . . . . . . . . . . . . . . . . . . . 7.3
(c) . . . . . . . . . . . . . . . . . . . 7.3
(d) . . . . . . . . . . . . . . . . . . . 7.3
Section 314(a) . . . . . . . . . . . . . . . . 7.4
(a)(4) . . . . . . . . . . . . . . . . . . 1.1, 10.9
(b) . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . 1.2
(c)(2) . . . . . . . . . . . . . . . . . . 1.2
(c)(3) . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . 1.2
Section 315(a) . . . . . . . . . . . . . . . . 6.1
(b) . . . . . . . . . . . . . . . . . . . 6.2
7.3
(c) . . . . . . . . . . . . . . . . . . . 6.1
(d) . . . . . . . . . . . . . . . . . . . 6.1
(e) . . . . . . . . . . . . . . . . . . . 5.14
Section 316(a) . . . . . . . . . . . . . . . . 1.1
(a)(1)(A) . . . . . . . . . . . . . . . . 5.2
5.12
(a)(1)(B) . . . . . . . . . . . . . . . . 5.13
(a)(2) . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . 5.8
(c) . . . . . . . . . . . . . . . . . . . 1.4
Section 317(a)(1) . . . . . . . . . . . . . . 5.3
(a)(2) . . . . . . . . . . . . . . . . . . 5.4
(b) . . . . . . . . . . . . . . . . . . . 10.3
Section 318(a) . . . . . . . . . . . . . . . . 1.7
</TABLE>

________________

NOTE: This reconciliation and tie shall not, for any
purpose, be deemed to be a part of the Indenture.
<PAGE> 3

<TABLE>
TABLE OF CONTENTS

<CAPTION>
Page
<S> <C>
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . 1

RECITALS OF THE GUARANTOR . . . . . . . . . . . . . . . . . . 1

ARTICLE 1 Definitions and Other Provisions of General
Application . . . . . . . . . . . . . . . . . . . 2
Section 1.1 Definitions . . . . . . . . . . . . . . 2
Acquired Equipment Indebtedness . . . . . . . . . . . 2
Act . . . . . . . . . . . . . . . . . . . . . . . . . 3
Affiliate . . . . . . . . . . . . . . . . . . . . . . 3
Authenticating Agent . . . . . . . . . . . . . . . . 3
Block-out Notice . . . . . . . . . . . . . . . . . . 3
Board of Directors . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . 3
Capitalized Lease . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . . . . . . 4
Company Request; Company Order . . . . . . . . . . . 4
Consolidated . . . . . . . . . . . . . . . . . . . . 4
Consolidated Net Worth . . . . . . . . . . . . . . . 4
Corporate Trust Office . . . . . . . . . . . . . . . 4
Corporation . . . . . . . . . . . . . . . . . . . . . 4
Covenant Defeasance; Defeasance . . . . . . . . . . . 5
Defaulted Interest . . . . . . . . . . . . . . . . . 5
Depositary . . . . . . . . . . . . . . . . . . . . . 5
Event of Default . . . . . . . . . . . . . . . . . . 5
Expiration Date . . . . . . . . . . . . . . . . . . . 5
Fiscal Year . . . . . . . . . . . . . . . . . . . . . 5
Global Security . . . . . . . . . . . . . . . . . . . 5
Guarantee . . . . . . . . . . . . . . . . . . . . . . 5
Guarantor . . . . . . . . . . . . . . . . . . . . . . 5
Holder . . . . . . . . . . . . . . . . . . . . . . . 5
Indebtedness . . . . . . . . . . . . . . . . . . . . 6
Indenture . . . . . . . . . . . . . . . . . . . . . . 6
interest . . . . . . . . . . . . . . . . . . . . . . 6
Interest Payment Date . . . . . . . . . . . . . . . . 6
Lease Obligation . . . . . . . . . . . . . . . . . . 6
Maturity . . . . . . . . . . . . . . . . . . . . . . 7
Notice of Default . . . . . . . . . . . . . . . . . . 7
Officers' Certificate . . . . . . . . . . . . . . . . 7
Opinion of Counsel . . . . . . . . . . . . . . . . . 7
Original Issue Discount Security . . . . . . . . . . 7
Outstanding . . . . . . . . . . . . . . . . . . . . . 7
Paying Agent . . . . . . . . . . . . . . . . . . . . 8
Person . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
<PAGE> 4

<TABLE>
<CAPTION>
Page
<S> <C>
Place of Payment . . . . . . . . . . . . . . . . . . 9
Predecessor Security . . . . . . . . . . . . . . . . 9
Purchase Money Equipment Indebtedness . . . . . . . . 9
Redemption Date . . . . . . . . . . . . . . . . . . . 9
Redemption Price . . . . . . . . . . . . . . . . . . 9
Regular Record Date . . . . . . . . . . . . . . . . . 10
Responsible Officer . . . . . . . . . . . . . . . . . 10
Secretary; Assistant Secretary . . . . . . . . . . . 10
Secured Equipment Indebtedness . . . . . . . . . . . 10
Securities . . . . . . . . . . . . . . . . . . . . . 10
Security Register; Security Registrar . . . . . . . . 10
Senior Guarantor Indebtedness . . . . . . . . . . . . 10
Senior Indebtedness . . . . . . . . . . . . . . . . . 10
Senior Lender . . . . . . . . . . . . . . . . . . . . 11
Special Record Date . . . . . . . . . . . . . . . . . 11
Stated Maturity . . . . . . . . . . . . . . . . . . . 11
Subordinated Indebtedness . . . . . . . . . . . . . . 11
Subsidiary . . . . . . . . . . . . . . . . . . . . . 11
Transportation Equipment . . . . . . . . . . . . . . 11
Trust Indenture Act . . . . . . . . . . . . . . . . . 11
Trustee . . . . . . . . . . . . . . . . . . . . . . . 11
U.S. Government Obligation . . . . . . . . . . . . . 12
Vice President . . . . . . . . . . . . . . . . . . . 12
Voting Stock . . . . . . . . . . . . . . . . . . . . 12
Section 1.2 Compliance Certificates and
Opinions . . . . . . . . . . . . . . . . 12
Section 1.3 Form of Documents Delivered to
Trustee . . . . . . . . . . . . . . . . 13
Section 1.4 Acts of Holders; Record Dates . . . . . 13
Section 1.5 Notices, Etc., to Trustee, Company
or Guarantor . . . . . . . . . . . . . . 16
Section 1.6 Notice to Holders; Waiver . . . . . . . 17
Section 1.7 Conflict with Trust Indenture Act . . . 17
Section 1.8 Effect of Headings and Table of
Contents . . . . . . . . . . . . . . . . 18
Section 1.9 Successors and Assigns . . . . . . . . . 18
Section 1.10 Separability Clause . . . . . . . . . . 18
Section 1.11 Benefits of Indenture . . . . . . . . . 18
Section 1.12 Governing Law . . . . . . . . . . . . . 18
Section 1.13 Legal Holidays . . . . . . . . . . . . 18

ARTICLE 2 Security and Guarantee Forms . . . . . . . . . . . 19
Section 2.1 Forms Generally . . . . . . . . . . . . 19
Section 2.2 Guarantee by Guarantor; Form of
Guarantee . . . . . . . . . . . . . . . 19
Section 2.3 Form of Trustee's Certificate of
Authentication . . . . . . . . . . . . . 22
Section 2.4 Form of Legend for Global Securities . . 22

ARTICLE 3 The Securities . . . . . . . . . . . . . . . . . 23
Section 3.1 Amount Unlimited; Issuable in
Series . . . . . . . . . . . . . . . . . 23
</TABLE>

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<PAGE> 5

<TABLE>
<CAPTION>
Page
<S> <C>
Section 3.2 Denominations . . . . . . . . . . . . . 26
Section 3.3 Execution, Authentication, Delivery
and Dating . . . . . . . . . . . . . . . 26
Section 3.4 Temporary Securities . . . . . . . . . . 28
Section 3.5 Registration, Registration of
Transfer and Exchange . . . . . . . . . 29
Section 3.6 Mutilated, Destroyed, Lost and
Stolen Securities . . . . . . . . . . . 31
Section 3.7 Payment of Interest; Interest Rights
Preserved . . . . . . . . . . . . . . . 32
Section 3.8 Persons Deemed Owners . . . . . . . . . 34
Section 3.9 Cancellation . . . . . . . . . . . . . . 34
Section 3.10 Computation of Interest . . . . . . . . 35

ARTICLE 4 Satisfaction and Discharge . . . . . . . . . . . . 35
Section 4.1 Satisfaction and Discharge of
Indenture . . . . . . . . . . . . . . . 35
Section 4.2 Application of Trust Money . . . . . . . 36

ARTICLE 5 Remedies . . . . . . . . . . . . . . . . . . . . . 37
Section 5.1 Events of Default . . . . . . . . . . . 37
Section 5.2 Acceleration of Maturity;
Rescission and Annulment . . . . . . . . 39
Section 5.3 Collection of Indebtedness and Suits
for Enforcement by Trustee . . . . . . . 40
Section 5.4 Trustee May File Proofs of Claim . . . . 41
Section 5.5 Trustee May Enforce Claims Without
Possession of Securities . . . . . . . . 42
Section 5.6 Application of Money Collected . . . . . 42
Section 5.7 Limitation on Suits . . . . . . . . . . 42
Section 5.8 Unconditional Right of Holders to
Receive Principal, Premium and Interest 43
Section 5.9 Restoration of Rights and Remedies . . . 44
Section 5.10 Rights and Remedies Cumulative . . . . 44
Section 5.11 Delay or Omission Not Waiver . . . . . 44
Section 5.12 Control by Holders . . . . . . . . . . 44
Section 5.13 Waiver of Past Defaults . . . . . . . . 45
Section 5.14 Undertaking for Costs . . . . . . . . . 45
Section 5.15 Waiver of Usury Stay or Extension Laws 45

ARTICLE 6 The Trustee . . . . . . . . . . . . . . . . . . . 46
Section 6.1 Certain Duties and Responsibilities . . 46
Section 6.2 Notice of Defaults . . . . . . . . . . . 46
Section 6.3 Certain Rights of Trustee . . . . . . . 46
Section 6.4 Not Responsible for Recitals or
Issuance of Securities . . . . . . . . . 48
Section 6.5 May Hold Securities . . . . . . . . . . 48
Section 6.6 Money Held in Trust . . . . . . . . . . 48
Section 6.7 Compensation and Reimbursement . . . . . 48
</TABLE>

-iii-
<PAGE> 6

<TABLE>
<CAPTION>
Page
<S> <C>
Section 6.8 Conflicting Interests . . . . . . . . . . 49
Section 6.9 Corporate Trustee Required;
Eligibility . . . . . . . . . . . . . . . 49
Section 6.10 Resignation and Removal;
Appointment of Successor . . . . . . . . 50
Section 6.11 Acceptance of Appointment by
Successor. . . . . . . . . . . . . . . . 51
Section 6.12 Merger, Conversion, Consolidation or
Succession to Business . . . . . . . . . 53
Section 6.13 Preferential Collection of Claims . . . 53
Section 6.14 Appointment of Authenticating
Agent. . . . . . . . . . . . . . . . . . 53

ARTICLE 7 Holders' Lists and Reports by Trustee, Company
and Guarantor . . . . . . . . . . . . . . . . . . . 55
Section 7.1 Company and Guarantor to Furnish
Trustee Names and Addresses of Holders. . 55
Section 7.2 Preservation of Information;
Communications to Holders . . . . . . . . 56
Section 7.3 Reports by Trustee . . . . . . . . . . . 56
Section 7.4 Reports by Company and Guarantor. . . . . 56

ARTICLE 8 Consolidation, Merger, Conveyance, Transfer
or Lease . . . . . . . . . . . . . . . . . . . . . 57
Section 8.1 Company or Guarantor May
Consolidate Etc., Only on Certain Terms . 57
Section 8.2 Successor Corporation Substituted . . . . 58

ARTICLE 9 Supplemental Indentures . . . . . . . . . . . . . . 59
Section 9.1 Supplemental Indentures Without
Consent of Holders . . . . . . . . . . . 59
Section 9.2 Supplemental Indentures with
Consent of Holders . . . . . . . . . . . 60
Section 9.3 Execution of Supplemental
Indentures . . . . . . . . . . . . . . . 62
Section 9.4 Effect of Supplemental Indentures . . . . 62
Section 9.5 Conformity with Trust Indenture Act . . . 62
Section 9.6 Reference in Securities to
Supplemental Indentures . . . . . . . . . 62

ARTICLE 10 Covenants . . . . . . . . . . . . . . . . . . . . 62

Section 10.1 Payment of Principal, Premium and
Interest . . . . . . . . . . . . . . . . 63
Section 10.2 Maintenance of Office or Agency . . . . 63
Section 10.3 Money for Securities Payments to
Be Held in Trust . . . . . . . . . . . . 63
Section 10.4 Corporate Existence . . . . . . . . . . 65
Section 10.5 Maintenance of Properties . . . . . . . 65
Section 10.6 Payment of Taxes and Other Claims . . . 66
</TABLE>

-iv-
<PAGE> 7
<TABLE>
<CAPTION>
Page
<S> <C>
Section 10.7 Limitation on Liens of the Guarantor . 66
Section 10.8 Limitation on Liens of the Company . . 66
Section 10.9 Statement by Officers as to Default . . 68
Section 10.10 Waiver of Certain Covenants . . . . . . 68

ARTICLE 11 Redemption of Securities . . . . . . . . . . . . 69
Section 11.1 Applicability of Article . . . . . . . 69
Section 11.2 Election to Redeem; Notice to Trustee . 69
Section 11.3 Selection by Trustee of Securities
to Be Redeemed . . . . . . . . . . . . 69
Section 11.4 Notice of Redemption . . . . . . . . . 70
Section 11.5 Deposit of Redemption Price . . . . . . 71
Section 11.6 Securities Payable on Redemption Date . 71
Section 11.7 Securities Redeemed in Part . . . . . . 72

ARTICLE 12 Sinking Funds . . . . . . . . . . . . . . . . . . 72
Section 12.1 Applicability of Article . . . . . . . 72
Section 12.2 Satisfaction of Sinking Fund
Payments with Securities . . . . . . . 72
Section 12.3 Redemption of Securities for
Sinking Fund . . . . . . . . . . . . . 73

ARTICLE 13 Defeasance and Covenant Defeasance . . . . . . . 73
Section 13.1 Applicability of Article;
Company's Option to Effect Defeasance
or Covenant Defeasance . . . . . . . . 73
Section 13.2 Defeasance and Discharge . . . . . . . 73
Section 13.3 Covenant Defeasance . . . . . . . . . . 74
Section 13.4 Conditions to Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . 75
Section 13.5 Deposited Money and U.S. Government
Obligations to Be Held in Trust; Other
Miscellaneous Provisions. . . . . . . . 77
Section 13.6 Reinstatement . . . . . . . . . . . . . 78

ARTICLE 14 Subordination of Securities . . . . . . . . . . . 79
Section 14.1 Securities Subordinate to Senior
Securities . . . . . . . . . . . . . . 79

Section 14.2 Payment Over of Proceeds Upon
Dissolution, Etc. . . . . . . . . . . . 79
Section 14.3 No Payment When Senior Indebtedness in
Default . . . . . . . . . . . . . . . . 80
Section 14.4 Payment Permitted if No Default . . . . 81
Section 14.5 Subrogation to Rights of Holders of
Senior Indebtedness . . . . . . . . . . 81
Section 14.6 Provisions Solely to Define Relative
Rights . . . . . . . . . . . . . . . . 82
Section 14.7 Trustee to Effectuate Subordination . . 82
Section 14.8 No Waiver of Subordination Provisions . 82
Section 14.9 Notice to Trustee . . . . . . . . . . . 83
Section 14.10 Reliance on Judicial Order or
Certificate of Liquidating Agent. . . . 84
Section 14.11 Trustee Not Fiduciary for Holders of
Senior Indebtedness . . . . . . . . . . 85
Section 14.12 Rights of Trustee as Holder of Senior
Indebtedness; Preservation of Trustee's
Rights . . . . . . . . . . . . . . . . 85
Section 14.13 Article Applicable to Paying Agents . . 85

ARTICLE 15 Subordination of Guarantees . . . . . . . . . . . 85
Section 15.1 Guarantees Subordinate to Senior
Guarantor Indebtedness . . . . . . . . 85
Section 15.2 Payment Over of Proceeds Upon
Dissolution, Etc. . . . . . . . . . . . 86
Section 15.3 No Payment When Senior Indebtedness in
Default . . . . . . . . . . . . . . . . 87
Section 15.4 Payment Permitted if No Default . . . . 87
Section 15.5 Subrogation to Rights of Holders of
Senior Guarantor Indebtedness . . . . . 88
Section 15.6 Provisions Solely to Define Relative
Rights . . . . . . . . . . . . . . . . 88
Section 15.7 Trustee to Effectuate Subordination . . 89
Section 15.8 No Waiver of Subordination Provisions . 89
Section 15.9 Notice to Trustee . . . . . . . . . . . 89
Section 15.10 Reliance on Judicial Order or
Certificate of Liquidation Agent . . . 90
Section 15.11 Trustee Not Fidicuary for Holders of
Senior Guarantor Indebtedness . . . . . 91
Section 15.12 Rights of Trustee as Holder of Senior
Guarantor Indebtedness; Preservation of
Trustee's Rights . . . . . . . . . . . 91
Section 15.13 Article Applicable to Paying Agents . . 91
</TABLE>
-v-
<PAGE> 8

INDENTURE, dated as of , 199_, between XTRA,
INC., a corporation duly organized and existing under the laws of
the State of Maine (herein called the "Company"), having its
principal executive offices at c/o X-L-CO., Inc., 60 State
Street, Boston, Massachusetts, XTRA CORPORATION, a corporation
duly organized and existing under the laws of the State of
Delaware ("XTRA"), having its principal executive offices at c/o
X-L-CO., Inc., 60 State Street, Boston, Massachusetts, (herein,
individually and together with XTRA Missouri (as defined below),
as the context requires, the "Guarantor"), XTRA MISSOURI, Inc., a
corporation duly organized and existing under the laws of the
State of Delaware ("XTRA MISSOURI"), having its principal
executive offices at 3 Oaks Plaza Building, 8 Victory Lane,
Liberty, Missouri (herein, individually and together with XTRA,
as the context requires, the "Guarantor"), and , as
Trustee (herein called the "Trustee"), having its corporate
trust office at , .

RECITALS OF THE COMPANY

The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time
to time of its unsecured subordinated debentures, notes or other
evidences of indebtedness (herein called the "Securities"), to be
issued in one or more series as in this Indenture provided.

All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been
done.

RECITALS OF THE GUARANTOR

The Guarantor desires to make the Guarantees provided for
herein, and has determined that such Guarantees are necessary and
convenient to the conduct of the business of the Company, a
wholly-owned Subsidiary of XTRA Missouri and an indirect
wholly-owned Subsidiary of XTRA.

All things necessary to make the Guarantees, when
executed by the Guarantor and endorsed on the Securities
authenticated and delivered hereunder, the valid obligations of
the Guarantor, and to make this Indenture a valid agreement of
the Guarantor, in accordance with their and its terms, have been
done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase
of the Securities by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Securities or of series thereof, as follows:

-1-
<PAGE> 9

ARTICLE 1
Definitions and Other Provisions
of General Application

Section 1.1 Definitions.
------------

For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well
as the singular;

(2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein,
have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally
accepted accounting principles, and, except as otherwise herein
expressly provided, the term "generally accepted accounting
principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally
accepted at the date of such computation;

(4) unless the context otherwise requires, any reference
to an "Article" or a "Section" refers to an Article or a Section,
as the case may be, of this Indenture; and

(5) the words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision.

"Acquired Equipment Indebtedness" of a Person means all
Indebtedness (including all Lease Obligations) of the Person in
question if such Indebtedness (a) is Secured Equipment
Indebtedness and (b) was incurred by another Person prior to the
time the Person in question acquired the Transportation Equipment
or Transportation Equipment leases securing such Secured
Equipment Indebtedness from such other Person or prior to the
time the Person in question acquired such other Person and shall
include all extensions, renewals and refinancings of such
Indebtedness not in excess of the principal amount thereof
outstanding immediately prior to such extension, renewal or
refinancing.

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<PAGE> 10

"Act", when used with respect to any Holder, has the
meaning specified in Section 1.4.

"Affiliate" of any specified Person means any other
Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified
Person. For the purposes of this definition, "control" when used
with respect to any specified Person means the power to direct
the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

"Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.14 to act on behalf of the Trustee
to authenticate Securities.

"Block-out Notice" shall have the meaning specified in
Section 14.3.

"Board of Directors", when used with reference to the
Company or the Guarantor, means either the board of directors, or
any duly authorized committee of the board of directors, of the
Company or the Guarantor, as the case requires.

"Board Resolution", when used with reference to the
Company or the Guarantor, means a copy of a resolution certified
by the Secretary or an Assistant Secretary of the Company or the
Guarantor, as the case requires, to have been duly adopted by the
Board of Directors and to be in full force and effect on the date
of such certification, and delivered to the Trustee.

"Business Day" means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking
institutions in Boston, Massachusetts and New York City, New York
are authorized or obligated by law or executive order to close.

"Capitalized Lease" shall mean a lease the obligations
under which are required to be capitalized and included in
determining total liabilities in accordance with Financial
Accounting Standard No. 13 of the Financial Accounting Standards
Board as from time to time in effect.

"Commission" means the Securities and Exchange
Commission, as from time to time constituted, created under the
Securities Exchange Act of 1934, or, if at any time after the
execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

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<PAGE> 11

"Company" means the Person named as the "Company" in the
first paragraph of this instrument until a successor Person shall
have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Company" shall mean such successor
Person.

"Company Request" or "Company Order" means a written
request or order signed in the name of the Company or the
Guarantor, as the case requires, by its Chairman of the Board,
its President or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

"Consolidated", when used with reference to any term
defined herein, means the term in question as applied to the
accounts of the Person in question and its Subsidiaries
consolidated in accordance with generally accepted accounting
principles, after eliminating all intercompany items.

"Consolidated Net Worth" of any Person means, at any date
as of which the amount thereof shall be determined, the sum of
the following amounts which would be set forth on a Consolidated
balance sheet of the Person in question and its Subsidiaries at
such date, determined in each case on a Consolidated basis in
accordance with generally accepted accounting principles:
(a) the par value (or values stated on the books of such Person)
of the capital stock of all classes of such Person other than
capital stock held in the treasury of such Person, PLUS (b) the
amount of the Consolidated surplus, whether capital or earned, of
such Person and its Subsidiaries, PLUS (c) Subordinated
Indebtedness of such Person, PLUS (d) 50% of the deferred income
tax liability of such Person and its Subsidiaries, LESS (e) the
amount which would be carried in the asset side of such balance
sheet of such Person and its Subsidiaries in respect of goodwill,
trade names, trademarks, patents, unamortized debt issuance
expenses and other intangibles, LESS (f) any increase in the
value of a fixed asset arising from a revaluation thereof after
September 30, 1994.

"Corporate Trust Office" means the office of the Trustee
at which at any particular time its corporate trust business
shall be principally administered, which office, as at the date
of this Indenture, is located at , ,
Attn:

The term "corporation" includes corporations,
associations, companies, joint-stock companies and business
trusts.

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<PAGE> 12

The terms "covenant defeasance" and "defeasance" have the
meanings assigned to such terms, respectively, by Sections 13.3
and 13.2.

"Defaulted Interest" has the meaning specified in
Section 3.7.

"Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one
or more Global Securities, the Person designated as Depositary
for such series by the Company pursuant to Section 3.1 (17),
which Person shall be a clearing agency registered under the
Securities Exchange Act of 1934, as amended; and if at any time
there is more than one such Person, "Depositary" as used with
respect to the Securities of any series shall mean the Depositary
with respect to the Securities of such series.

"Event of Default" has the meaning specified in Section
5.1.

"Expiration Date" has the meaning specified in Section
1.4.

"Fiscal Year" means with respect to the Company and the
Guarantor, the fiscal year ending September 30 of each year or
such other date as the Company or the Guarantor may hereafter
elect, and with respect to any other Person the calendar year or
other annual accounting period of the Person in question.

"Global Security" or "Global Securities" means a Security
or Securities, as the case may be, evidencing all or part of a
series of Securities and bearing the legend specified in Section
2.4, issued to the Depositary for such series or its nominee, and
registered in the name of such Depositary or nominee.

"Guarantee" means any guarantee of the Guarantor endorsed
on a Security authenticated and delivered pursuant to this
Indenture and shall include the guarantees set forth in Section
2.2.

"Guarantor" means either each of XTRA or XTRA Missouri or
collectively XTRA and XTRA Missouri until one or more successor
corporations shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Guarantor" shall
include such successor corporation.

"Holder" means a Person in whose name a Security is
registered in the Security Register.

-5-
<PAGE> 13

"Indebtedness" means (a) the principal of all
indebtedness (i) for borrowed money or (ii) for the deferred
purchase price of property unless the price thereof was payable
in full within twelve months from the date on which the
obligation was created or (iii) evidenced by notes, bonds or
other instruments, (b) all Lease Obligations and (c) all
guarantees and other contingent obligations in respect of the
principal of Indebtedness of others; PROVIDED, HOWEVER, that
Indebtedness shall not include Subordinated Indebtedness.

"Indenture" means this instrument as originally executed
or as it may from time to time be supplemented or amended by one
or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof, including, for all purposes of
this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a
part of and to govern this instrument and any such supplemental
indenture, respectively. The term "Indenture" shall also include
the terms of particular series of Securities established as
contemplated by Section 3.1.

"Interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after
Maturity, means interest payable after Maturity.

"Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an installment of interest
on such Security.

"Lease Obligation" of a Person means all rental
obligations under leases of property (other than electronic data
processing and computer equipment and leases of office space by
such Person or its Subsidiaries) either (a) which are Capitalized
Leases, or (b) if not Capitalized Leases, which are leases of
equipment which had an initial term of more than three years
(including any renewal terms at the option of the lessor). The
amount of Lease Obligations shall be equal to the aggregate value
of rentals payable (other than rentals consisting of taxes,
indemnities, maintenance items, replacements and other similar
charges which are in addition to the basic financial rent for the
use of the property) by the lessee thereof during the remaining
term thereof, including periods of renewal at the option of the
lessor, discounted to present value using the lessee's
"incremental borrowing rate at the inception of the lease" in
accordance with Financial Accounting Standard No. 13 of the
Financial Accounting Standards Board from time to time in effect.

-6-
<PAGE> 14

"Maturity", when used with respect to any Security, means
the date on which the principal of such Security or an
installment of principal becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration
of acceleration, call for redemption or otherwise.

"Notice of Default" means a written notice of the kind
specified in Section 5.1(4) or 5.1(5).

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company or the Guarantor, as the case
may be, and delivered to the Trustee. One of the officers
signing each Officers' Certificate given pursuant to Section 10.9
shall be the principal executive, financial or accounting officer
of the Company or the Guarantor, as the case may be.

"Opinion of Counsel" means a written opinion of counsel,
who may be counsel for the Company or the Guarantor (including an
employee or officer of the Company, the Guarantor or any of its
Affiliates), as the case may be, and who shall be acceptable to
the Trustee.

"Original Issue Discount Security" means any Security
which provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 5.2.

"Outstanding", when used with respect to Securities,
means, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture,
EXCEPT:

(i) Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

(ii) Securities for whose payment or redemption money in
the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company or the
Guarantor) in trust or set aside and segregated in trust by the
Company (if the Company or the Guarantor, as the case may be,
shall act as its own Paying Agent) for the Holders of such
Securities; PROVIDED that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has
been made;

-7-
<PAGE> 15

(iii) Securities as to which defeasance has been
effected pursuant to Section 13.2; and

(iv) Securities which have been paid pursuant to Section
3.6 or in exchange for or in lieu of which other Securities have
been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands
such Securities are valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have
given, made or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder as
of any date, (i) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding shall be
the amount of the principal thereof that would be due and payable
as of such date upon acceleration of the Maturity thereof to such
date pursuant to Section 5.2, (ii) if as of such date, the
principal amount payable at The Stated Maturity is not
determinable, the principal amount of such Security as shall be
deemed to be Outstanding shall be the amount specified or
determined as contemplated by Section 3.1, (iii) the principal
amount of a Security denominated in one or more foreign
currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner as contemplated by Section 3.1, of the
principal amount of such Security (or, in the case of the
Security described in Clause (i) above, of the amount determined
as provided in such clause), and (iv) Securities owned by the
Company, the Guarantor or any other obligor upon the Securities
or any Affiliate of the Company, the Guarantor or of such other
obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver or other
action, only Securities which the Trustee knows to be so owned
shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the
pledgee's independent right so to act with respect to such
Securities and that the pledgee is not the Company, the Guarantor
or any other obligor upon the Securities or any Affiliate of the
Company, the Guarantor or of such other obligor.

"Paying Agent" means any Person authorized by the Company
to pay the principal of (and premium, if any) or interest on any
Securities on behalf of the Company.

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<PAGE> 16

"Person" means any individual, corporation, partnership,
joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or
political subdivision thereof.

"Place of Payment", when used with respect to the
Securities of any series, means the place or places where the
principal of (and premium, if any) and interest on the Securities
of that series are payable as specified as contemplated by
Section 3.1.

"Predecessor Security" of any particular Security means
every previous Security evidencing all or a portion of the same
debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and
delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

"Purchase Money Equipment Indebtedness" of a Person means
all Indebtedness (excluding all Lease Obligations) of such Person
which is Secured Equipment Indebtedness incurred to finance the
purchase of Transportation Equipment if such Indebtedness (a)
shall have been incurred within 180 days of the acquisition of
such Transportation Equipment by the Person whose Purchase Money
Equipment Indebtedness is being determined and (b) does not
exceed in principal amount the initial cost of such
Transportation Equipment and shall include all extensions,
renewals and refinancings of such Indebtedness not in excess of
the principal amount thereof outstanding immediately prior to
such extension, renewal or refinancing. For purposes hereof, the
initial cost of Transportation Equipment may include, in addition
to the purchase price thereof and the purchase price of all
accessories and equipment installed thereon, all freight,
delivery and handling charges, excise, sales and use taxes,
customs duties and all other amounts which may be capitalized and
included in the cost of the equipment under generally accepted
accounting principles.

"Redemption Date", when used with respect to any Security
to be redeemed, means the date fixed for such redemption by or
pursuant to this Indenture.

"Redemption Price", when used with respect to any
Security to be redeemed, means the price at which it is to be
redeemed pursuant to this Indenture.

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<PAGE> 17

"Regular Record Date" for the interest payable on any
Interest Payment Date on the Securities of any series means the
date specified for that purpose as contemplated by Section 3.1.

"Responsible Officer", when used with respect to the
Trustee, means any officer in the Corporate Trust Office of the
Trustee and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular
subject.

"Secretary" and "Assistant Secretary" include with
respect to the Company, the Clerk and any Assistant Clerk of the
Company.

"Secured Equipment Indebtedness" means with respect to a
Person all Indebtedness which is secured by any security
interest, mortgage, charge, pledge, deed of trust, or other
similar lien on Transportation Equipment or on leases of any such
Transportation Equipment by the owner thereof and shall include
all Lease Obligations. For purposes of this Indenture,
Transportation Equipment which is subject to a lease or contract
which is included as a Lease Obligation shall be deemed to secure
the Indebtedness evidenced thereby.

"Securities" has the meaning stated in the first recital
of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture.

"Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.5.

"Senior Guarantor Indebtedness" means all obligations of
the Guarantor under guarantees of Senior Indebtedness.

"Senior Indebtedness" means the principal of, premium, if
any, and interest on (a) all indebtedness of the Company
(including indebtedness of others guaranteed by the Company)
other than the Securities which is (i) for money borrowed or (ii)
evidenced by a note or similar instrument given in connection
with the acquisition of any business, properties or assets of any
kind or in connection with the obtaining of financing and (b)
amendments, renewals, extensions, modifications and refundings of
any such indebtedness or obligation, in any such case whether
outstanding on the date of this Indenture or thereafter created,
incurred or assumed, unless in any case in the instrument
creating or evidencing any such indebtedness or obligation or
pursuant to which the same is outstanding it is provided that
such indebtedness or obligation is not superior in right of
payment to the Securities or it is provided that such indebtedness
or obligation

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<PAGE> 18

is subordinated to Senior Indebtedness to substantially the same
extent as the Securities are subordinated to Senior Indebtedness.

"Senior Lender" means any holder of Senior Indebtedness
or Senior Guarantor Indebtedness.

"Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section
3.7.

"Stated Maturity", when used with respect to any security
or any installment of principal thereof or interest thereon,
means the date specified in such Security as the fixed date on
which the principal of such Security or such installment of
principal or interest is due and payable.

"Subordinated Indebtedness" means Indebtedness of the
Company or the Guarantor which is expressly subordinated and
subject in right of payment, in bankruptcy or in the event of a
payment default on the Securities or the Guarantees, to the prior
payment in full in money or money's worth in accordance with
their terms, of all principal of, premium, if any, and interest
on the Securities or the Guarantees.

"Subsidiary" means a corporation more than 50% of the
outstanding Voting Stock of which is owned, directly or
indirectly, by the Company, the Guarantor or by one or more other
Subsidiaries.

"Transportation Equipment" means containers, trucks,
tractors, trailers, chassis, cranes, portable ramps, lifting
equipment, railroad locomotives, railroad rolling stock, modular
office units, mobile office and storage trailers and all other
transportation equipment and accessories and attachments thereto.

"Trust Indenture Act" means the Trust Indenture Act of
1939 as in force at the date as of which this instrument was
executed; provided, however, that in the event the Trust
Indenture Act of 1939, is amended after such date, "Trust
Indenture Act" means, to the extent required by any amendment
thereto, the Trust Indenture Act of 1939 as so amended.

"Trustee" means the Person named as the "Trustee" in the
first paragraph of this instrument until a successor Trustee
shall have become such pursuant to the applicable provisions of

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<PAGE> 19

this Indenture, and thereafter "Trustee" shall mean or include
each Person who is then a Trustee hereunder, and if at any time
there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee
with respect to Securities of that series.

"U.S. Government Obligation" has the meaning set forth in
Section 13.4.

"Vice President", when used with respect to the Company
or the Guarantor or the Trustee, means any vice president,
whether or not designated by a number or a word or words added
before or after the title "vice president".

"Voting Stock" means stock which ordinarily has voting
power for the election of directors, whether at all times or only
so long as no senior class of stock has such voting power by
reason of any contingency, but shall not include securities
convertible into such Voting Stock.

Section 1.2 Compliance Certificates and Opinions.
-------------------------------------

Upon any application or request by the Company or the
Guarantor to the Trustee to take any action under any provision
of this Indenture, the Company or the Guarantor, as the case may
be, shall furnish to the Trustee such certificates and opinions
as may be required under the Trust Indenture Act. Each such
certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company or the
Guarantor, or an Opinion of Counsel, if to be given by counsel,
and shall comply with the requirements of the Trust Indenture Act
and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture
(other than certificates provided pursuant to Section 10.9) shall
include

(1) a statement that each individual signing such
certificate or opinion has read such covenant or condition and
the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such
individual, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to

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<PAGE> 20

whether or not such covenant or condition has been complied with;
and

(4) a statement as to whether, in the opinion of each
such individual, such condition or covenant has been complied
with.

Section 1.3 Form of Documents Delivered to Trustee.
---------------------------------------

In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be
so certified or covered by only one document, but one such Person
may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such
Person may certify or give an opinion as to such matters in one
or several documents.

Any certificate or opinion of any officer of the Company
or the Guarantor may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company or the
Guarantor, as the case may be, stating that the information with
respect to such factual matters is in the possession of the
Company or the Guarantor, as the case may be, unless such counsel
knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to
such matters are erroneous.

Where any Person is required to make, give or execute two
or more applications, requests, consents, certificates,
statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.

Section 1.4 Acts of Holders; Record Dates.
------------------------------

(a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by
this Indenture to be given, made or taken by Holders may be
embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as herein
otherwise

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<PAGE> 21

expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to the Company and
the Guarantor. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument
or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.1) conclusive
in favor of the Trustee and the Company and the Guarantor, if
made in the manner provided in this Section.

(b) The fact and date of the execution by any
Person of any such instrument or writing may be proved by
the affidavit of a witness of such execution or by a certificate
of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a
capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner which the
Trustee deems sufficient.

(d) Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any
Security shall bind every future Holder of the same Security and
the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the
Trustee, the Company or the Guarantor in reliance thereon,
whether or not notation of such action is made upon such Security
or such other Security.

(e) The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of
any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or
taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making
of any notice, declaration, request or direction referred to in
the next paragraph. If any record date is set pursuant to this

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<PAGE> 22

paragraph, the Holders of Outstanding Securities of the relevant
series on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to
the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such
record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action
for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and
of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after
any record date is set pursuant to this paragraph, the Company,
at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to
be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in
Section 1.6.

The Trustee may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of
any series entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred
to in Section 5.2, (iii) any request to institute proceedings
referred to in Section 5.7(2) or (iv) any direction referred to
in Section 5.12, in each case with respect to Securities of such
series. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of such series on such
record date, and no other Holders, shall be entitled to join in
such notice, declaration, request or direction, whether or not
such Holders remain Holders after such record date; provided that
no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be
construed to prevent the Trustee from setting a new record date
for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously
set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall
be construed to render ineffective any action taken by Holders of
the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after
any record date is set pursuant to this paragraph, the Trustee,
at the Company's expense, shall cause notice of such record date,

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<PAGE> 23

the proposed action by Holders and the applicable Expiration Date
to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in
Section 1.6.

With respect to any record date set pursuant to this
Section, the party hereto which sets such record dates may
designate any day as the "Expiration Date" and from time to time
may change the Expiration Date to any earlier or later day;
provided that no such change shall be effective unless notice of
the proposed new Expiration Date is given to the other party
hereto in writing, and to each Holder of Securities of the
relevant series in the manner set forth in Section 1.6, on or
prior to the existing Expiration Date. If an Expiration Date is
not designated with respect to any record date set pursuant to
this Section, the party hereto which set such record date shall
be deemed to have initially designated the 180th day after such
record date as the Expiration Date with respect thereto, subject
to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record
date.

Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any
particular Security may do so with regard to all or any part of
the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal
amount.

(f) The Depositary selected pursuant to subsection (17)
of Section 3.1, as a Holder, may appoint agents and otherwise
authorize participants to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action
which a Holder is entitled to give or take hereunder.

Section 1.5 Notices, Etc., to Trustee, Company or Guarantor.
------------------------------------------------

Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or
permitted by this Indenture to be made upon, given or furnished
to, or filed with,

(1) the Trustee by any Holder, the Company or the Guarantor
shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at
its Corporate Trust Office, Attention:........, or

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<PAGE> 24

Page

(2) the Company or the Guarantor by the Trustee or by any
Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to the Company or
the Guarantor as the case requires addressed to it at the
address of its principal office specified in the first
paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company or the
Guarantor.

Section 1.6 Notice to Holders; Waiver.
--------------------------

Where this Indenture provides for notice to Holders of
any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such
event, at his address as it appears in the Security Register, not
later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice.
In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be
filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon
such waiver.

In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable
to give such notice by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a
sufficient notification for every purpose hereunder.

Section 1.7 Conflict with Trust Indenture Act.
----------------------------------

If any provision hereof limits, qualifies or conflicts
with a provision of the Trust Indenture Act which is required
under such Act to be a part of and govern this Indenture, the
latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so
modified or excluded, as the case may be.

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<PAGE> 25

Section 1.8 Effect of Headings and Table of Contents.
-----------------------------------------

The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the
construction hereof.

Section 1.9 Successors and Assigns.
-----------------------

All covenants and agreements in this Indenture by the
Company or the Guarantor shall bind its successors and assigns,
whether so expressed or not.

Section 1.10 Separability Clause.
--------------------

In case any provision in this Indenture or in the
Securities or in the Guarantees shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.

Section 1.11 Benefits of Indenture.
----------------------

Nothing in this Indenture or in the Securities or in the
Guarantees, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, the
holders of Senior Indebtedness, the holders of Senior Guarantor
Indebtedness and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

Section 1.12 Governing Law.
--------------

This Indenture, the Securities and the Guarantees shall
be governed by and construed in accordance with the laws of the
State of New York.

Section 1.13 Legal Holidays.
---------------

In any case where any Interest Payment Date, Redemption
Date or Stated Maturity of any Security shall not be a Business
Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities other than a
provision of any Security which specifically states that such
provision shall apply in lieu of this Section) payment of
interest or principal (and premium, if any) need not be made at
such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity, provided that no

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<PAGE> 26

interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may
be.

ARTICLE 2

Security and Guarantee Forms

Section 2.1 Forms Generally.
----------------

The Securities of each series shall be in substantially
the form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, and
the Guarantees shall be in substantially the form set forth in
Section 2.2 or in such other form as shall be established
pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to
comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the
officers executing such Securities or such Guarantees, as
evidenced by their execution of such Securities or such
Guarantees. If the form of Securities of any series or the
Guarantees of such Securities is established by action taken
pursuant to a Board Resolution, a copy of an appropriate record
of such action shall be certified by the Secretary or an
Assistant Secretary of the Company or the Guarantor, as the case
may be, and delivered to the Trustee at or prior to the delivery
of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities.

The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article.

The definitive Securities and Guarantees shall be
printed, lithographed or engraved on steel engraved borders or
may be produced in any other manner, all as determined by the
officers executing such Securities and Guarantees, as evidenced
by their execution of such Securities and Guarantees.

Section 2.2 Guarantee by Guarantor; Form of Guarantee.
------------------------------------------

The Guarantor by its execution of this Indenture hereby
agrees with each Holder of a Security authenticated and delivered
by the Trustee, and with the Trustee on behalf

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<PAGE> 27

of each such Holder, to be unconditionally bound by the terms and
provisions of the Guarantee set forth below and authorizes
the Chairman of the Board, President or Vice President or
the Treasurer of the Guarantor to execute, manually or by
facsimile signature on behalf of the Guarantor, or the Company,
in the name and on behalf of the Guarantor, to confirm such
Guarantee to the Holder of each such Security by its execution
and delivery of each such Security, with such Guarantee endorsed
thereon, authenticated and delivered by the Trustee. When
delivered pursuant to the provisions of Section 3.3 hereof, the
Guarantee so set forth on the Security shall bind the Guarantor
notwithstanding the fact that such Guarantee does not bear the
signature of the Guarantor.

Guarantees by each Guarantor to be endorsed on the
Securities shall, subject to Section 2.1, be in substantially the
form set forth below:

GUARANTEE

For value received, [XTRA Corporation] [XTRA Missouri,
Inc.], a corporation organized under the laws of the State of
Delaware (herein called the "Guarantor", which term includes any
successor corporation under the Indenture referred to in the
Security upon which this Guarantee is endorsed), hereby
unconditionally guarantees to the Holder of the Security upon
which this Guarantee is endorsed and to the Trustee on behalf of
each such Holder the due and punctual payment of the principal of,
premium, if any, and interest on such Security, when and as the
same shall become due and payable, whether at the Stated Maturity,
by declaration of acceleration, call for redemption or otherwise,
according to the terms thereof and of the Indenture referred to
therein. In case of the failure of XTRA, Inc., a corporation
organized under the laws of Maine (herein called the "Company",
which term includes any successor corporation under such
Indenture), punctually to make any such payment of principal
(premium, if any) or interest, the Guarantor hereby agrees to
cause any such payment to be made punctually when and as the same
shall become due and payable, whether at the Stated Maturity or
by declaration of acceleration, call for redemption or otherwise,
and as if such payment were made by the Company.

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<PAGE> 28

with respect thereto, by the holder of such Security or the
Trustee or any other circumstance which may otherwise constitute
a legal or equitable discharge of a surety or guarantor;
PROVIDED, HOWEVER, that, notwithstanding the foregoing, no such
waiver, modification or indulgence shall, without the consent of
the Guarantor, increase the principal amount of such Security,
change the redemption terms thereof or alter the Stated Maturity
thereof. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with
respect to such Security or the indebtedness evidenced thereby
and all demands whatsoever, and covenants that this Guarantee
will not be discharged except by strict and complete performance
of the obligations contained in such Security and this Guarantee.

The Guarantor shall be subrogated to all rights of the
Holder of such Security and the Trustee against the Company in
respect of any amounts paid to such Holder by the Guarantor
pursuant to the provisions of this Guarantee; PROVIDED, HOWEVER,
that the Guarantor shall not be entitled to enforce, or to
receive any payments arising out of or based upon, such right of
subrogation until the principal of, premium, if any, and interest
on all Securities issued under such Indenture shall have been
paid in full.

Claims under the Guarantee are, to the extent provided in
the Indenture, subject in right of payment to the prior payment
in full of all Senior Guarantor Indebtedness, and this Guarantee
is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of a Security upon which this Guarantee is
endorsed, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and (c) appoints the
Trustee his attorney-in-fact for any and all such purposes.

No reference herein to such Indenture and no provision of
this Guarantee or of such Indenture shall alter or impair the
guarantee of the Guarantor, which is absolute and unconditional,
of the due and punctual payment of principal, premium (if any),
and interest on the Security upon which this Guarantee is
endorsed.

This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication of the Security
upon which this Guarantee is endorsed shall have been manually
executed by or on behalf of the Trustee under such Indenture.

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<PAGE> 29

All terms used in this Guarantee which are defined in
such Indenture shall have the meanings assigned to them in such
Indenture.

This Guarantee 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
the State of New York.

Executed and dated the date on the face hereof.

[XTRA CORPORATION] [XTRA MISSOURI, INC.]

By:________________________________
Title:_____________________________

Attest:

_________________________

Section 2.3 Form of Trustee's Certificate of Authentication.
------------------------------------------------

This is one of the Securities of the series designated in
the within-mentioned Indenture and referred to therein.

[ ]
as Trustee

By_________________________________
Authorized Signatory

Section 2.4. Form of Legend for Global Securities.
-------------------------------------

Unless otherwise specified as contemplated by Section 3.1
for the Securities evidenced thereby, every Global Security
authenticated and delivered hereunder shall bear a legend in
substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO

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<PAGE> 30

TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED,
IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

ARTICLE 3

The Securities

Section 3.1 Amount Unlimited; Issuable in Series.
-------------------------------------

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution, and
(subject to Section 3.3) set forth or determined in the manner
provided in an Officers' Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of
Securities of any series,

(1) the title of the Securities of the series (which
shall distinguish the Securities of the series from all
Securities of any other series);

(2) any limit upon the aggregate principal amount of
the Securities of the series which may be authenticated and
delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of
the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7
and except for any Securities which, pursuant to Section
3.3, are deemed never to have been authenticated and
delivered hereunder);

(3) the Person to whom any interest on a Security of
the series shall be payable, if other than the Person in
whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the
Regular Record Date for such interest;

(4) the date or dates on which the principal of any
Securities of the series is payable;

(5) the rate or rates (or method for establishing the
rate or rates) at which the Securities of the series shall
bear interest, if any, the date or dates from which any such
interest shall accrue, the Interest Payment Dates on which
any such interest shall be payable and the Regular Record

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<PAGE> 31

Date for the interest payable on any Interest Payment Date
(or method for establishing such date or dates);

(6) the place or places where the principal of (and
premium, if any) and interest on Securities of any series
shall be payable;

(7) the period or periods within which, the price or
prices at which and the terms and conditions upon which any
Securities of the series may be redeemed, in whole or in
part, at the option of the Company and, if other than by a
Board Resolution, the manner in which any election by the
Company to redeem the Securities shall be evidenced;

(8) the obligation, if any, of the Company to redeem,
repay or purchase Securities of the series pursuant to any
sinking fund or analogous provisions or at the option of
a Holder thereof and the period or periods within which, the
price or prices at which and the terms and conditions upon which
Securities of the series shall be redeemed or purchased, in
whole or in part, pursuant to such obligation;

(9) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which
Securities of the series shall be issuable;

(10) if other than the full principal amount thereof,
the portion of the principal amount of Securities of the
series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section
5.2;

(11) if the principal amount payable at the Stated
Maturity of any Securities of the series will not be
determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for
any purpose thereunder or hereunder, including the principal
amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be
deemed to be Outstanding as of any date prior to the Stated
Maturity (or, in any such case, the manner in which such
amount deemed to be the principal amount shall be
determined);

(12) if other than the currency of the United States
of America, the currency, currencies or currency units in
which the principal of (and premium, if any) and/or interest
on the Securities of such series shall be payable and the
manner of determining the equivalent thereof in the currency

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<PAGE> 32

of the United States of America for any purpose, including
the purpose of the definition of "Outstanding" in Section
1.1;

(13) if the principal of (and premium, if any) and/or
interest on the Securities of such series are to be payable,
at the election of the Company or any Holder, in a currency,
currencies or currency units other than that or those in
which the Securities are stated to be payable, the currency,
currencies or currency units in which the principal of
(premium, if any) and/or interest on such Securities as to
which such election is made shall be payable, the period or
periods within which, and the terms and conditions, upon
which, such election may be made and the amount so payable
(or the manner in which such amount shall be determined);

(14) if the amounts of payments of principal of (and
premium, if any) and/or interest on the Securities of such
series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts
shall be determined;

(15) in the case of Securities of a series the terms
of which are not established pursuant to subsection (11),
(12) or (13) above, the application, if any, of Section 13.2
and/or Section 13.3 to the Securities of such series; or, in
the case of Securities the terms of which are established
pursuant to subsection (11), (12) or (13) above, the
adoption and applicability to such Securities of any terms
and conditions similar to those contained in Section 13.2
and/or Section 13.3; and, if other than by a Board
Resolution, the manner in which any election by the Company
to defease such Securities shall be evidenced;

(16) the issuance of a temporary global Security
representing all of the Securities of such series and
exchange of such temporary global Security for definitive
Securities of such series;

(17) whether the Securities of the series shall be
issued in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary for such Global
Security or Securities, the form of any legend or legends
which shall be borne by any such Global Security in addition
to or in lieu of that set forth in Section 2.4 and any
circumstances in addition to or in lieu of that set forth in
Clause (2) of the last paragraph of Section 3.5 in which any
such Global Security may be exchanged in whole or in part
for Securities registered, and any transfer of such Global

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<PAGE> 33

Security in whole or in part may be registered, in the name
or names of Persons other than the Depositary for such
Global Security or a nominee thereof;

(18) any addition to or change in the Events of
Default which applies to any Securities of the series and
any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount
thereof due and payable pursuant to Section 5.2;

(19) any addition to or change in the covenants set
forth in Article Ten which applies to Securities of the
series;

(20) the subordination provisions with respect to the
Securities and Guarantees if other than as set forth in Art-
icle 14 or 15, respectively; and

(21) any other terms of the series (which terms shall
not be inconsistent with the provisions of this Indenture),
except as permitted by Section 9.1(5).

All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise
be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 3.3) set forth or determined in the
manner provided in the Officer's Certificate referred to above or
in any such indenture supplemental hereto.

If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate
record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers' Certificate setting
forth the terms of the series.

Section 3.2 Denominations.
--------------

The Securities of each series shall be issuable only in
registered form without coupons and only in such denominations as
shall be specified as contemplated by Section 3.1. In the
absence of any such specified denominations with respect to the
Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple
thereof.

Section 3.3 Execution, Authentication, Delivery and Dating.
-----------------------------------------------

The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its President or one of its Vice

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<PAGE> 34

Presidents, under its corporate seal reproduced thereon attested
by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be
manual or facsimile.

Securities or Guarantees bearing the manual or facsimile
signatures of individuals who were at any time the proper
officers of the Company or the Guarantor shall bind the Company
and the Guarantor, respectively, notwithstanding that such
individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Securities or
Guarantees or did not hold such offices at the date of such
Securities or Guarantees.

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company having endorsed thereon
Guarantees of the Guarantor to the Trustee for authentication,
together with a Company Order for the authentication and delivery
of such Securities and a Company Order from the Guarantor
approving the delivery of the Guarantees endorsed thereon; and
the Trustee in accordance with such Company Orders shall
authenticate and deliver such Securities having such Guarantees
endorsed thereon. If the form or terms of the Securities or the
Guarantees or both of the series have been established in or
pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 6.1) shall be fully protected in
relying upon, an Opinion of Counsel stating,

(a) if the form of any of such Securities and
Guarantees has been established by or pursuant to Board
Resolution as permitted by Section 2.1, that such form has
been established in conformity with the provisions of this
Indenture;

(b) if the terms of any of such Securities and
Guarantees have been established by or pursuant to Board
Resolution as permitted by Section 3.1, that such terms have
been established in conformity with the provisions of this
Indenture; and

(c) that such Securities and Guarantees, when
authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid
and legally binding obligations of the Company and of the

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<PAGE> 35

Guarantor, respectively, enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors'
rights and to general equity principles.

If such form or terms have been so established, the Trustee shall
not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will adversely affect
the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is
not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 3.1 and of the
preceding paragraph, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to
deliver the Officers' Certificate otherwise required pursuant to
Section 3.1 or the Company Order and Opinion of Counsel otherwise
required pursuant to such preceding paragraph at or prior to the
time of authentication of each Security of such series if such
documents are delivered at or prior to the time of authentication
upon original issuance of the first Security of such series to be
issued.

Each Security shall be dated the date of its authentication.

No Security or Guarantee endorsed thereon shall be entitled
to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this
Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section
3.9 for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.

Section 3.4 Temporary Securities.
---------------------

Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order from the
Company and a Company Order from the Guarantor, the Trustee shall
authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in

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<PAGE> 36

any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, and
having endorsed thereon Guarantees of the Guarantor substantially
of the tenor of the definitive Guarantees, with such appropriate
insertions, omissions, substitutions and other variations as the
officers executing such Securities and Guarantees may determine,
as evidenced by their execution of such Securities and
Guarantees.

If temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of
Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary
Securities of any series the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series
and of like tenor, having endorsed thereon Guarantees of the
Guarantor, of authorized denominations. Until so exchanged the
temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive
Securities of such series.

Section 3.5 Registration, Registration of Transfer and Exchange.
----------------------------------------------------

The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such
office and in any other office or agency of the Company in a
Place of Payment being herein sometimes collectively referred to
as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for
the registration of Securities and of transfers of Securities.
The Trustee is hereby appointed "Security Registrar" for the
purpose of registering Securities and transfers of Securities as
herein provided.

Upon surrender for registration of transfer of any Security
of any series at the office or agency of the Company in a Place
of Payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities
of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor having endorsed thereon the
Guarantee duly executed by the Guarantor.

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<PAGE> 37

At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series of any
authorized denominations and of a like aggregate principal amount
and tenor, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities having
endorsed thereon Guarantees of the Guarantor which the Holder
making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or
exchange of Securities, and all Guarantees endorsed thereon,
shall be the valid obligations of the Company or the Guarantor,
as the case may be, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Securities and all
Guarantees endorsed thereon surrendered upon such registration of
transfer or exchange.

Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or
the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.

No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any
transfer.

If the Securities of any series (or of any series and
specified tenor) are to be redeemed in part, the Company shall
not be required (i) to issue, register the transfer of or
exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at
the opening of business 15 days before the day of the mailing of
a notice of redemption of any such Securities of that series
selected for redemption under Section 11.3 and ending at the
close of business on the day of such mailing, or (ii) to register
the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

The provisions of Clauses (1), (2), (3) and (4) below shall
apply only to Global Securities:

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<PAGE> 38

(1) Each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated for
such Global Security or a nominee thereof and delivered to such
Depositary or a nominee thereof or custodian therefor, and each
such Global Security shall constitute a single Security for all
purposes of this Indenture.

(2) Notwithstanding any other provision of this Indenture,
no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in
whole or in part may be registered, in the names of Persons other
than the Depositary for such Security or its nominee unless (i)
such Depositary has notified the Company that it is unwilling or
unable to continue as Depositary for such Global Security or if
at any time such Depositary has ceased to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended,
(ii) there shall have occurred and be continuing an Event of
Default with respect to the Securities, (iii) the Company
executes and delivers to the Trustee an order to the effect that
the Global Securities shall be transferable and exchangeable, or
(iv) there shall exist such circumstances in addition to or in
lieu of the foregoing as have been specified for this purpose as
contemplated by Section 3.1.

(3) Subject to Clause (2) above, any exchange of a Global
Security for other Securities may be made in whole or in part,
and all Securities issued in exchange for a Global Security or
any portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.

(4) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a
Global Security or any portion thereof, whether pursuant to this
Section, Section 3.4, 3.6, 9.6 or 11.7 or otherwise, shall be
authenticated and delivered in the form of, and shall be, a
Global Security, unless such Security is registered in the name
of a Person other than the Depositary for such Global Security or
a nominee thereof.

Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.
-------------------------------------------------

If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount, having endorsed thereon
the Guarantee of the Guarantor, and bearing a number not
contemporaneously outstanding.

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<PAGE> 39

If there shall be delivered to the Company, the Guarantor
and the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security and (ii) such security
or indemnity as may be required by them to save each of them and
any agent of any of them harmless, then, in the absence of notice
to the Company, the Guarantor or the Trustee that such Security
has been acquired by a bona fide purchaser, the Company shall
execute and upon its request the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security,
a new Security of the same series and of like tenor and principal
amount, having endorsed thereon the Guarantee of the Guarantor,
and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security,
pay such Security.

Upon the issuance of any new Security under this Section,
the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.

Every new Security of any series, having endorsed thereon
the Guarantee of the Guarantor, issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the
Company and the Guarantor, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of that
series duly issued hereunder.

The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies
with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.

Section 3.7 Payment of Interest; Interest Rights Preserved.
-----------------------------------------------

Unless otherwise provided as contemplated by Section 3.1
with respect to any series of Securities, interest on any
Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular
Record Date for such interest.

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<PAGE> 40

Any interest on any Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith
cease to be payable to the Holder on the relevant Regular Record
Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the
Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of
such series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a special record
date (the "Special Record Date") for the payment of such
Defaulted Interest which shall be not more than 15 days and
not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be given to
each Holder of Securities of such series in the manner set
forth in Section 1.6 not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor
having been so mailed, such Defaulted Interest shall be paid
to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered
at the close of business on such Special Record Date and
shall no longer be payable pursuant to the following Clause
(2).

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<PAGE> 41

(2) The Company may make payment of any Defaulted
Interest on the Securities of any series in any other lawful
manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange,
if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this Clause, such manner of
payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture, having endorsed thereon
the Guarantee of the Guarantor, upon registration of transfer of
or in exchange for or in lieu of any other Security shall carry
the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.

Section 3.8 Persons Deemed Owners.
----------------------

Prior to due presentment of a Security for registration of
transfer, the Company, the Guarantor, the Trustee and any agent
of the Company, the Guarantor or the Trustee may treat the Person
in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of
(and premium, if any) and (subject to Section 3.7) interest on
such Security and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Company, the
Guarantor, the Trustee nor any agent of the Company, the
Guarantor or the Trustee shall be affected by notice to the
contrary.

Section 3.9 Cancellation.
-------------

All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company or the Guarantor may at
any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the
Company or the Guarantor may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other
Person for delivery to the Trustee) for cancellation any
Securities previously authenticated hereunder which the Company
has not issued and sold and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by

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<PAGE> 42

the Trustee shall be disposed of as directed by a Company Order
from the Company.

Section 3.10 Computation of Interest.
------------------------

Except as otherwise specified as contemplated by Section 3.1
for Securities of any series, interest on the Securities of each
series shall be computed on the basis of a 360-day year of twelve
30-day months.

ARTICLE 4

Satisfaction and Discharge

Section 4.1 Satisfaction and Discharge of Indenture.
----------------------------------------

This Indenture shall upon Company Request from the Company
cease to be of further effect (except as to any surviving rights
of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and
delivered (other than (i) Securities which have been
destroyed, lost or stolen and which have been replaced
or paid as provided in Section 3.6 and (ii) Securities
for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.3) have been
delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered
to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their
Stated Maturity within one year, or

(iii) are to be called for redemption within
one year under arrangements satisfactory to the

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<PAGE> 43

Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company,

and the Company or the Guarantor, in the case of (i),
(ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for
the purpose money in an amount sufficient to pay and
discharge the entire indebtedness on such Securities
not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and
interest to the date of such deposit (in the case of
Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;

(2) the Company or the Guarantor, as the case may be,
has paid or caused to be paid all other sums payable
hereunder by the Company; and

(3) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture
have been complied with.

Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company and the Guarantor to
the Trustee under Section 6.7, the obligations of the Trustee to
any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under
Section 4.2 and the last paragraph of Section 10.3 shall survive.

Section 4.2 Application of Trust Money.
---------------------------

Subject to provisions of the last paragraph of Section 10.3,
all money deposited with the Trustee pursuant to Section 4.1, all
money and U.S. Government Obligations deposited with the Trustee
pursuant to Section 13.2 or Section 13.3 and all money received
by the Trustee in respect of U.S. Government Obligations
deposited with the Trustee pursuant to Section 13.2 or Section
13.3, shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including
the Company or the Guarantor acting as Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment
such money has been deposited with or received by the Trustee as
contemplated by Section 4.1, Section 13.2 or Section 13.3.

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<PAGE> 44

ARTICLE 5

Remedies

Section 5.1 Events of Default.
------------------

"Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article Fourteen or Fifteen
or be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental
body):

(1) default in the payment of any interest upon any
Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of (or
premium, if any, on) any Security of that series at its
Maturity; or

(3) default in the deposit of any sinking fund
payment, when and as due by the terms of a Security of that
series; or

(4) default in the performance, or breach, of any
covenant or warranty of the Company or the Guarantor in this
Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this
Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of series
of Securities other than that series), and continuance of
such default or breach for a period of 60 days after there
has been given, by registered or certified mail, to the
Company and the Guarantor by the Trustee or to the Company,
the Guarantor and the Trustee by the Holders of at least 10%
in principal amount of the Outstanding Securities of that
series a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

(5) a default under any bond, debenture, note or other
evidence of or agreement for Indebtedness by the Company or
the Guarantor (including a default with respect to
Securities of any series other than that series) or under

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<PAGE> 45

any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or the
Guarantor including this Indenture, whether such
Indebtedness now exists or shall hereafter be created, in
each case, involving an aggregate principal amount of at
least $10,000,000, which default is in payment thereof at
its stated maturity or shall have resulted in such
Indebtedness in an aggregate principal amount of $10,000,000
or more becoming or being declared due and payable prior to
the date on which it would otherwise have become due and
payable, without such Indebtedness having been discharged or
such acceleration having been rescinded or annulled, within
a period of 10 days after there shall have been given, by
registered or certified mail, to the Company and the
Guarantor by the Trustee or to the Company, the Guarantor
and the Trustee by the Holders of at least 10% in principal
amount of the Outstanding Securities of that series a
written notice specifying such default and requiring the
Company or the Guarantor to cause such Indebtedness to be
discharged or cause such acceleration to be rescinded or
annulled, as the case may be, and stating that such notice
is a "Notice of Default" hereunder; PROVIDED, HOWEVER, that,
subject to the provisions of Sections 6.1 and 6.2, the
Trustee shall not be deemed to have knowledge of such
default unless either (A) a Responsible Officer of the
Trustee shall have actual knowledge of such default or (B)
the Trustee shall have received written notice thereof from
the Company, from the Guarantor, from any Holder, from the
holder of any such Indebtedness or from the trustee under
any such mortgage, indenture or other instrument; or

(6) the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in respect of
the Company or the Guarantor in an involuntary case or
proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company or the Guarantor a
bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or the Guarantor
under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or the
Guarantor or of any substantial part of either of their
property, or ordering the winding up or liquidation of
either of their affairs, and the continuance of any such
decree or order for relief or any such other decree or order

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<PAGE> 46

unstayed and in effect for a period of 60 consecutive days;
or

(7) the commencement by the Company or the Guarantor
of a voluntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by the
Company or the Guarantor to the entry of a decree or order
for relief in respect of either of them in an involuntary
case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law
or to the commencement of any bankruptcy or insolvency case
or proceeding against the Company or the Guarantor, or the
filing by the Company or the Guarantor of a petition or
answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by the
Company or the Guarantor to the filing of such petition or
to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or
other similar official of either of them or of any
substantial part of either of their property, or the making
by the Company or the Guarantor of an assignment for the
benefit of creditors, or the admission by the Company or the
Guarantor in writing of its inability to pay its debts
generally as they become due, or the taking of corporate
action by the Company or the Guarantor in furtherance of any
such action; or

(8) any other Event of Default provided with respect
to Securities of that series.

Section 5.2 Acceleration of Maturity; Rescission and Annulment.
---------------------------------------------------

If an Event of Default with respect to Securities of any
series at the time Outstanding occurs and is continuing, then and
in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of that
series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be
specified in the terms thereof) of all of the Securities of that
series to be due and payable immediately, by a notice in writing
to the Company and the Guarantor (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.

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<PAGE> 47

At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a
judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the
Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company, the
Guarantor and the Trustee, may rescind and annul such declaration
and its consequences if

(1) the Company or the Guarantor has paid or deposited
with the Trustee a sum sufficient to pay

(A) all overdue interest on all Securities of
that series,

(B) the principal of (and premium, if any, on)
any Securities of that series which have become due
otherwise than by such declaration of acceleration and
interest thereon at the rate or rates prescribed
therefor in such Securities,

(C) to the extent that payment of such interest
is lawful, interest upon overdue interest at the rate
or rates prescribed therefor in such Securities, and

(D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents
and counsel;

and

(2) all Events of Default with respect to Securities
of that series, other than the non-payment of the principal
of Securities of that series which have become due solely by
such declaration of acceleration, have been cured or waived
as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair
any right consequent thereon.

Section 5.3 Collection of Indebtedness and Suits for Enforcement
by Trustee. ----------------------------------------------------
- -----------

The Company covenants that if

(1) default is made in the payment of any interest on
any Security when such interest becomes due and payable and
such default continues for a period of 30 days; or

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<PAGE> 48

(2) default is made in the payment of the principal of
(or premium, if any, on) any Security at the Maturity
thereof,

the Company will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Securities, the whole amount then
due and payable on such Securities for principal (and premium, if
any) and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue
principal (and premium, if any) and on any overdue interest, at
the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the
rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy.

Section 5.4 Trustee May File Proofs of Claim.
---------------------------------

In case of any judicial proceeding relative to the Company,
the Guarantor (or any other obligor upon the Securities), its
property or its creditors, the Trustee shall be entitled and
empowered by intervention in such proceeding or otherwise to take
any and all actions authorized under the Trust Indenture Act in
order to have claims of the Holders and the Trustee allowed in
any such proceeding. In particular, the Trustee shall be
authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.7.

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<PAGE> 49

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or the rights of any
Holder thereof or to authorize the Trustee to vote in respect of
the claim of any Holder in any such proceeding; provided,
however, that the Trustee, may, on behalf of the Holders, vote
for the election of a trustee in bankruptcy or similar official
and be a member of a creditors' or other similar committee.

Section 5.5 Trustee May Enforce Claims Without Possession of
Securities. ---------------------------------------------------
- -----------

All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or the production thereof
in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.

Section 5.6 Application of Money Collected.
-------------------------------

Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest,
upon presentation of the Securities and the notation thereon of
the payment if only partially paid and upon surrender thereof if
fully paid:

FIRST: To the payment of all amounts due the Trustee
under Section 6.7; and

SECOND: Subject to Articles Fourteen and Fifteen, to the
payment of the amounts then due and unpaid for principal
of (and premium, if any) and interest on the Securities in
respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such
Securities for principal (and premium, if any) and interest,
respectively.

Section 5.7 Limitation on Suits.
--------------------

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<PAGE> 50

No Holder of any Security of any series shall have any right
to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to
the Securities of that series;

(2) the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series shall
have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to
institute any such proceeding; and

(5) no direction inconsistent with such written
request has been given to the Trustee during such 60-day
period by the Holders of a majority in principal amount of
the Outstanding Securities of that series;

it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders, or
to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal
and ratable benefit of all of such Holders.

Section 5.8 Unconditional Right of Holders to Receive Principal,
----------------------------------------------------
Premium and Interest.
- ---------------------

Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 3.7) interest on such
Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date)
and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such
Holder.

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<PAGE> 51

Section 5.9 Restoration of Rights and Remedies.
-----------------------------------

If the Trustee or any Holder has instituted any proceeding
to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or
has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such
proceeding, the Company, the Guarantor, the Trustee and the
Holders shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies
of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

Section 5.10 Rights and Remedies Cumulative.
-------------------------------

Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in
the last paragraph of Section 3.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 5.11 Delay or Omission Not Waiver.
-----------------------------

No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

Section 5.12 Control by Holders.
-------------------

The Holders of a majority in principal amount of
the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities
of such series, PROVIDED that

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<PAGE> 52

(1) such direction shall not be in conflict with any
rule of law or with this Indenture, and

(2) the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such
direction.

Section 5.13 Waiver of Past Defaults.
------------------------

The Holders of not less than a majority in principal amount
of the Outstanding Securities of any series may on behalf of the
Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its
consequences, except a default

(1) in the payment of the principal of (or premium, if
any) or interest on any Security of such series, or

(2) in respect of a covenant or provision hereof which
under Article Nine cannot be modified or amended without the
consent of the Holder of each Outstanding Security of such
series affected.

Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair
any right consequent thereon.

Section 5.14 Undertaking for Costs.
----------------------

In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the court may
require any party litigant in such suit to file an undertaking to
pay the costs of such suit, and may assess costs against any such
party litigant, in the manner and to the extent provided in the
Trust Indenture Act; provided that neither this Section nor the
Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any
suit instituted by the Company or the Guarantor.

Section 5.15 Waiver of Usury, Stay or Extension Laws.
----------------------------------------

Each of the Company and the Guarantor covenants (to the
extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any usury, stay or extension law
wherever enacted, now or at any time hereafter in force, which

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<PAGE> 53

may affect the covenants or the performance of this Indenture;
and each of the Company and the Guarantor (to the extent that it
may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

ARTICLE 6

The Trustee

Section 6.1 Certain Duties and Responsibilities.
------------------------------------

The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if
it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability
is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of
this Section.

Section 6.2 Notice of Defaults.
-------------------

If a default occurs hereunder with respect to the Securities
of any series, the Trustee shall give the Holders of Securities
of such series notice of such default hereunder known to the
Trustee, as and to the extent provided in the Trust Indenture
Act; provided, however, that in the case of any default of the
character specified in Section 5.1(4) with respect to the
Securities of such series, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.

Section 6.3 Certain Rights of Trustee.
--------------------------

Subject to the provisions of Section 6.1:

(a) the Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution,

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<PAGE> 54

certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or
presented by the proper party or parties;

(b) any request or direction of the Company or the
Guarantor mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order, or as otherwise
expressly provided herein, and any resolution of the Board
of Directors of the Company or the Guarantor shall be
sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture
the Trustee shall deem it desirable that a matter be proved
or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be
herein specifically prescribed) may, in the absence of bad
faith on its part, rely upon an Officers' Certificate;

(d) the Trustee may consult with counsel and the
written advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises
of the Company and the Guarantor, personally or by agent or
attorney; and

(g) the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either

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<PAGE> 55

directly or by or through agents or attorneys and the
Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed
with due care by it hereunder.

Section 6.4 Not Responsible for Recitals or Issuance of
Securities. -------------------------------------------------
- -----------

The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as
the statements of the Company or the Guarantor, and neither the
Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the
Securities or the Guarantees. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

Section 6.5 May Hold Securities.
--------------------

The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, of the
Guarantor or of the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and,
subject to Sections 6.8 and 6.13, may otherwise deal with the
Company and the Guarantor with the same rights it would have if
it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

Section 6.6 Money Held in Trust.
--------------------

Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the
Company or the Guarantor, as the case may be.

Section 6.7 Compensation and Reimbursement.
-------------------------------

Each of the Company and the Guarantor agrees

(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder
(which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express
trust);

(2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable

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<PAGE> 56

expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to
its negligence or bad faith; and

(3) to indemnify the Trustee for, and to hold it
harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its
powers or duties hereunder.

Section 6.8 Conflicting Interests.
----------------------

If the Trustee has or shall acquire any conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall
either eliminate such interest or resign, to the extent and in
the manner provided by, and subject to the provisions of the
Trust Indenture Act and this Indenture. To the extent permitted
by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this
Indenture with respect to Securities of more than one series [or
a trustee under list prior indentures between the Company and the
Trustee that have not been satisfied and discharged and that may
be excluded by the provision to Section 310(b)(1) of the Trust
Indenture Act].

Section 6.9 Corporate Trustee Required; Eligibility.
----------------------------------------

There shall at all times be one (and only one) Trustee with
respect to the Securities of each series, which may be the
Trustee hereunder for Securities of one or more other series.
Each Trustee shall be a Person eligible pursuant to the Trust
Indenture Act to act as such, and has a combined capital and
surplus of at least $50,000,000 and has its Corporate Trust
Office in The City of New York. If such Person publishes reports
of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for
the purposes of this Section and to the extent permitted by the
Trust Indenture Act, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.
If at any time the Trustee with respect to the Securities of any
series shall cease to be eligible in accordance with the

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<PAGE> 57

provisions of this Section, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article.

Section 6.10 Resignation and Removal; Appointment of Successor.
--------------------------------------------------

(a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements
of Section 6.11.

(b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof
to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.11 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

(c) The Trustee may be removed at any time with respect to
the Securities of any series by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Company and the Guarantor.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 6.8
after written request therefor by the Company, the Guarantor
or any Holder who has been a bona fide Holder of a Security
for at least six months, or

(2) the Trustee shall cease to be eligible under
Section 6.9 and shall fail to resign after written request
therefor by the Company, the Guarantor or any such Holder,
or

(3) the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of
the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may
remove the Trustee with respect to all Securities, or (ii)
subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of

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competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor
Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, with respect to the Securities of one or
more series, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any
time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year
after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to
the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner
required by Section 6.11, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may,
on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

(f) The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any
series and each appointment of a successor Trustee with respect
to the Securities of any series to all Holders of Securities of
such series in the manner provided in Section 1.6. Each notice
shall include the name of the successor Trustee with respect to
the Securities of such series and the address of its Corporate
Trust Office.

Section 6.11 Acceptance of Appointment by Successor.
---------------------------------------

(a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor
Trustee so appointed shall execute, acknowledge and deliver to
the Company, the Guarantor and the retiring Trustee an instrument

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accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the
Company, the Guarantor or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver
an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not
all) series, the Company, the Guarantor, the retiring Trustee and
each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall
be necessary or desirable to transfer and confirm to, and to vest
in, each successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for
or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in
such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such
Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of
such successor Trustee relates; but, on request of the Company,
the Guarantor or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder

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with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Company
and the Guarantor shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts referred to in
paragraph (a) and (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee
shall be qualified and eligible under this Article.

Section 6.12 Merger, Conversion, Consolidation or Succession to
Business. ---------------------------------------------------
- ---------

Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution
or filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver
the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

Section 6.13 Preferential Collection of Claims.
----------------------------------

If and when the Trustee shall be or become a creditor of the
Company or the Guarantor (or any other obligor upon the
Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims
against the Company or the Guarantor (or any such other obligor).

Section 6.14 Appointment of Authenticating Agent.
------------------------------------

The Trustee may appoint an Authenticating Agent or Agents
with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof
or pursuant to Section 3.6, and Securities so authenticated shall

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<PAGE> 61

be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee
or the Trustee's certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having
a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of
such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of
this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a
party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation
shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part
of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee, the Company and the
Guarantor. The Trustee may at any time terminate the agency of
an Authenticating Agent by giving written notice thereof to such
Authenticating Agent, the Company and the Guarantor. Upon
receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of
this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 1.6
to all Holders of Securities of the series with respect to which

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such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall
be appointed unless eligible under the provisions of this
Section.

The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this
Section, and the Trustee shall be entitled to be reimbursed for
such payments, subject to the provisions of Section 6.7.

If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in
the following form:

This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

[ ]
As Trustee

By_________________________________
As Authenticating Agent

By_________________________________
Authorized Officer

ARTICLE 7

Holders' Lists and Reports by Trustee, Company and Guarantor

Section 7.1 Company and Guarantor to Furnish Trustee Names and
----------------------------------------------------
Addresses of Holders.
- ---------------------

The Company and the Guarantor will furnish or cause to be
furnished to the Trustee

(a) semi-annually, not later than January 31 and July
31 in each year, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the
Holders of Securities of each series as of the preceding

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<PAGE> 63

September 30 or March 31 as the case may be, as of such
date, and

(b) at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company or
the Guarantor of any such request, a list of similar form
and content as of a date not more than 15 days prior to the
time such list is furnished;

EXCLUDING from any such list names and addresses received by the
Trustee in its capacity as Security Registrar.

Section 7.2 Preservation of Information; Communications to
Holders. -------------------------------------------------
- --------

(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as
provided in Section 7.1 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar.
The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

(b) The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the Trust Indenture Act.

(c) Every Holder of Securities, by receiving and holding
the same, agrees with the Company, the Guarantor and the Trustee
that neither the Company, the Guarantor nor the Trustee nor any
agent of any of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses
of the Holders made pursuant to the Trust Indenture Act.

Section 7.3 Reports by Trustee.
-------------------

The Trustee shall transmit to all Holders such reports
concerning the Trustee and its actions under this Indenture as
may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto. A copy of each such
report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company
and the Guarantor. The Company will notify the Trustee when any
Securities are listed on any stock exchange.

Section 7.4 Reports by Company and Guarantor.
---------------------------------

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<PAGE> 64

The Company and the Guarantor shall file with the Trustee
and the Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may
be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any
such information, documents and reports required to be filed with
the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, shall be filed with the Trustee
within 15 days after the same is so required to be filed with the
Commission.

ARTICLE 8

Consolidation, Merger, Conveyance, Transfer or Lease

Section 8.1 Company or Guarantor May Consolidate, Etc., Only on
Certain Terms.---------------------------------------------------
- --------------

Neither the Company nor the Guarantor shall consolidate with
or merge into any other Person or convey, transfer or lease its
properties and assets substantially as an entirety to any Person,
and neither the Company nor the Guarantor shall permit any Person
to consolidate with or merge into the Company or the Guarantor,
as the case may be, or convey, transfer or lease its properties
and assets substantially as an entirety to the Company or the
Guarantor, as the case may be, unless:

(1) in case the Company or the Guarantor, as the case
may be, shall consolidate with or merge into another Person
or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person
formed by such consolidation or into which the Company or
the Guarantor, as the case may be, is merged or the Person
which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company or the Guarantor,
as the case may be, substantially as an entirety shall be a
corporation, partnership or trust organized and validly
existing under the laws of the United States of America, any
State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, in the case of the Company, the
due and punctual payment of the principal of (and premium,
if any) and interest on all the Securities and the
performance and observance of every covenant of this
Indenture on the part of the Company to be performed or
observed and, in the case of the Guarantor, the due and
punctual perform-

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<PAGE> 65

ance of the Guarantees and the performance and observance of
every covenant of this Indenture on the part of the
Guarantor to be performed or observed;

(2) immediately after giving effect to such
transaction and treating any Indebtedness which becomes an
obligation of the Company or one of its Subsidiaries or of
the Guarantor or one of its Subsidiaries as a result of such
transaction as having been incurred by the Company, the
Guarantor or such Subsidiary at the time of such
transaction, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing;

(3) if, as a result of any such consolidation or
merger or such conveyance, transfer or lease, properties or
assets of the Company or the Guarantor would become subject
to a mortgage, pledge, lien, security interest or other
encumbrance which would not be permitted by this Indenture,
the Company, the Guarantor, or such successor Person, as the
case may be, shall take such steps as shall be necessary
effectively to secure the Securities equally and ratably
with (or prior to) all Indebtedness secured thereby so long
as the same shall be secured as provided in Section 10.8;
and

(4) the Company or the Guarantor, as the case may be,
has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction,
such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating
to such transaction have been complied with.

Section 8.2 Successor Corporation Substituted.
----------------------------------

Upon any consolidation by the Company or the Guarantor, as
the case may be, with or merger by the Company or the Guarantor,
as the case may be, into any other Person or any conveyance,
transfer or lease of the properties and assets of the Company or
the Guarantor, as the case may be, substantially as an entirety
in accordance with Section 8.1, the successor Person formed by
such consolidation or into which the Company or the Guarantor, as
the case may be, is merged or to which such conveyance, transfer
or lease is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company or the
Guarantor, as the case may be, under this Indenture with the same
effect as if such successor Person had been named as the Company

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<PAGE> 66

or the Guarantor, as the case may be, herein, and thereafter,
except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture
and the Securities.

ARTICLE 9

Supplemental Indentures

Section 9.1 Supplemental Indentures Without Consent of Holders.
---------------------------------------------------

Without the consent of any Holders, the Company, when
authorized by a Board Resolution, the Guarantor, when authorized
by a Board Resolution, and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the
following purposes:

(1) to evidence the succession of another Person to
the Company or the Guarantor, as the case may be, and the
assumption by any such successor of the covenants of the
Company or the Guarantor, as the case may be, herein and in
the Securities; or

(2) to add to the covenants of the Company or the
Guarantor for the benefit of the Holders of all or any
series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating
that such covenants are expressly being included solely for
the benefit of such series) or to surrender any right or
power herein conferred upon the Company or the Guarantor; or

(3) to add any additional Events of Default for the
benefit of the Holders of all or any series of Securities
(and if such additional Events of Default are to be for the
benefit of less than all series of Securities, stating that
such additional Events of Default are expressly being
included solely for the benefit of such series); or

(4) to add to or change any of the provisions of this
Indenture to such extent as shall be necessary to permit or
facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the
issuance of Securities in uncertificated form; or

(5) to add to, change or eliminate any of the
provisions of this Indenture in respect of one or more

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series of Securities, PROVIDED that any such addition,
change or elimination (A) shall neither (i) apply to any
Security of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit
of such provision nor (ii) modify the rights of the Holder
of any Security with respect to such provision or (B) shall
become effective only when there is no such Security
Outstanding; or

(6) to secure the Securities pursuant to the
requirements of Section 8.1(3) or Section 10.8 or otherwise;
or

(7) to establish the form or terms of Securities of
any series as permitted by Sections 2.1 and 3.1; or

(8) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to
the Securities of one or more series and to add to or change
any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 6.11; or

(9) to cure any ambiguity, to correct or supplement
any provision herein which may be defective or inconsistent
with any other provision herein, or to make any other
provisions with respect to matters or questions arising
under this Indenture, PROVIDED that such action pursuant to
this clause (9) shall not adversely affect the interests of
the Holders of Securities of any series in any material
respect.

Section 9.2 Supplemental Indentures with Consent of Holders.
------------------------------------------------

With the consent of the Holders of not less than a majority
in principal amount of the Outstanding Securities of each series
affected by such supplemental indenture and of not less than 66
2/3% in principal amount of the Outstanding Securities of all
series affected by such supplemental indenture, by Act of said
Holders delivered to the Company, the Guarantor and the Trustee,
the Company, when authorized by a Board Resolution, the
Guarantor, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities
of such series under this Indenture; PROVIDED, HOWEVER, that no

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<PAGE> 68

such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or
any installment of principal of or interest on, any
Security, or reduce the principal amount thereof or the rate
of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of
an Original Issue Discount Security or any other Security
which would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section
5.2, or change any Place of Payment where, or the coin or
currency in which, any Security or any premium or the
interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or modify the
provisions of this Indenture with respect to the
subordination of the Securities and the Guarantees in a
manner adverse to the Holders, or

(2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose
Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver (of
compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided
for in this Indenture, or

(3) modify any of the provisions of this Section,
Section 5.13 or Section 10.10 except to increase any such
percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected
thereby; PROVIDED, HOWEVER, that this clause shall not be
deemed to require the consent of any Holder with respect to
changes in the references to "the Trustee" and concomitant
changes in this Section and Section 10.10, or the deletion
of this proviso, in accordance with the requirements of
Sections 6.11(b) and 9.1(8), or

(4) change in any manner adverse to the interests of
the Holders of the Securities of any series the terms and
conditions of the obligations of the Guarantor in respect of
the due and punctual payment of the principal thereof,
premium (if any), and interest thereon.

A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been

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<PAGE> 69

included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of
Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.

Section 9.3 Execution of Supplemental Indentures.
-------------------------------------

In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section
6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may,
but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties, or
immunities or liabilities under this Indenture or otherwise.

Section 9.4 Effect of Supplemental Indentures.
----------------------------------

Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

Section 9.5 Conformity with Trust Indenture Act.
------------------------------------

Every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the Trust Indenture
Act as then in effect.

Section 9.6 Reference in Securities to Supplemental Indentures.
---------------------------------------------------

Securities authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company and the Guarantor shall
so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee, the Company and the
Guarantor, to any such supplemental indenture may be prepared and

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<PAGE> 70

executed by the Company, the Guarantees of the Guarantor may be
endorsed thereon and such Securities may be authenticated and
delivered by the Trustee in exchange for Outstanding Securities
of such series.

ARTICLE 10

Covenants

Section 10.1 Payment of Principal, Premium and Interest.
-------------------------------------------

The Company covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the
principal of (and premium, if any) and interest on the Securities
of that series in accordance with the terms of the Securities and
this Indenture.

Section 10.2 Maintenance of Office or Agency.
--------------------------------

The Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that
series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the
Company and the Guarantor in respect of the Securities of that
series and this Indenture may be served. The Company and the
Guarantor will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or
agency. If at any time the Company and the Guarantor shall fail
to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and each of the Company
and the Guarantor hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.

The Company and the Guarantor may also from time to time
designate one or more other offices or agencies where the
Securities of one or more series may be presented or surrendered
for any or all such purposes and may from time to time rescind
such designations; PROVIDED, HOWEVER, that no such designation or
rescission shall in any manner relieve either the Company or the
Guarantor of its obligation to maintain an office or agency in
each Place of Payment for Securities of any series for such
purposes. The Company or the Guarantor, as the case may be, will
give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other
office or agency.

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<PAGE> 71

Section 10.3 Money for Securities Payments to Be Held in Trust.
--------------------------------------------------

If the Company or the Guarantor, as the case may be, shall
at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the
Securities of that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due
until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.

Whenever the Company or the Guarantor, as the case may be,
shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of
(and premium, if any) or interest on any Securities of that
series, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due, such
sum to be held as provided in the Trust Indenture Act and (unless
such Paying Agent is the Trustee) the Company or the Guarantor,
as the case may be, will promptly notify the Trustee of its
action or failure so to act.

The Company or the Guarantor, as the case may be, will cause
each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will

(1) comply with the provisions of the Trust Indenture
Act applicable to it as Paying Agent and

(2) during the continuance of any default by the
Company, the Guarantor (or any other obligor upon the
Securities of that series) in the making of any payment in
respect of the Securities of that series, upon the written
request of the Trustee, forthwith pay to the Trustee all
sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

The Company or the Guarantor may at any time, for the
purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Company Order of
the Company or the Guarantor, as the case may be, direct any
Paying Agent to pay, to the Trustee all sums held in trust by the
Company, the Guarantor or such Paying Agent, such sums to be held
by the Trustee upon the same trusts as those upon which such sums

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were held by the Company, the Guarantor or such Paying Agent;
and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with
respect to such money.

Any money deposited with the Trustee or any Paying Agent, or
then held by the Company or the Guarantor, as the case may be, in
trust for the payment of the principal of (and premium, if any)
or interest on any Security of any series and remaining unclaimed
for two years after such principal (and premium, if any) or
interest has become due and payable shall be paid to the Company
or the Guarantor, as the case may be, on Company Request of the
Company or the Guarantor, as the case may be, or (if then held by
the Company or the Guarantor) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company or the
Guarantor (pursuant to the Guarantees) for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company or the
Guarantor as trustee thereof, shall thereupon cease; PROVIDED,
HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the
Company cause to be published once in a newspaper published in
the English language, customarily published on each Business Day
and of general circulation in The City of New York, notice that
such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then
remaining will be repaid to the Company or the Guarantor, as the
case may be.

Section 10.4 Corporate Existence.
--------------------

Subject to Article Eight, each of the Company and the
Guarantor will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate
existence.

Section 10.5 Maintenance of Properties.
--------------------------

The Company and the Guarantor will cause all properties used
or useful in the conduct of their respective businesses or the
business of any of their respective Subsidiaries to be maintained
and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments, and
improvements thereof, all as in the judgment of the Company or
the Guarantor, as the case may be, may be necessary so that the
business carried on in connection therewith may be properly and

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advantageously conducted at all times; PROVIDED, HOWEVER, that
nothing in this Section shall prevent the Company or the
Guarantor, as the case may be, from discontinuing the operation
or maintenance of any of such properties if such discontinuance
is, in the judgment of the Company or the Guarantor, as the case
may be, desirable in the conduct of its business or the business
of any of their respective Subsidiaries and not
disadvantageous in any material respect to the Holders.

Section 10.6 Payment of Taxes and Other Claims.
----------------------------------

The Company and the Guarantor will pay or discharge or cause
to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges
levied or imposed upon the Company, the Guarantor or any of their
Subsidiaries or upon the income, profits or property of the
Company, the Guarantor or any of their Subsidiaries, and (2) all
lawful claims for labor, materials and supplies which, if unpaid,
might by law become a lien upon the property of the Company, the
Guarantor or any of their Subsidiaries; PROVIDED, HOWEVER, that
the Company and the Guarantor shall not be required to pay or
discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or
validity is being contested in good faith by appropriate
proceedings.

Section 10.7 Limitation on Liens of the Guarantor.
-------------------------------------

The Guarantor will not create or permit to exist any
mortgage, pledge, deed of trust or security interest on any of
the capital stock, or Indebtedness convertible into capital
stock, of any of its Subsidiaries.

Section 10.8 Limitation on Liens of the Company.
-----------------------------------

The Company will not create or permit to exist any mortgage,
pledge, deed of trust, financing lease or security interest
("Liens") on any of its property whether now owned or hereafter
acquired other than:

(i) Liens on Transportation Equipment securing
Acquired Equipment Indebtedness;

(ii) Liens on Transportation Equipment securing
Purchase Money Equipment Indebtedness, but only on the
Transportation Equipment in respect to the purchase of which
such Purchase Money Equipment Indebtedness shall have been
incurred;

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(iii) Liens on real property;

(iv) Liens incurred or deposits made in the ordinary
course of business (1) in connection with worker's
compensation, unemployment insurance, social security and
other like laws, or (2) to secure the performance of letters
of credit, bids, tenders, sales contracts, leases, statutory
obligations, surety, appeal and performance bonds and other
similar obligations not incurred in connection with
Indebtedness or (3) in connection with the opening of
commercial letters of credit naming the Company as an
account party;

(v) Liens on Transportation Equipment securing Lease
Obligations; PROVIDED, HOWEVER, that no such Lease
Obligations shall arise out of the Sale and Leaseback of
Transportation Equipment unless the Sale and Leaseback in
question is entered into prior to, at the time of or within
180 days of the acquisition of the Transportation Equipment
being sold and leased back; and PROVIDED, FURTHER, that the
leasing of Transportation Equipment which has been
remanufactured so that it is the substantial equivalent of
new equipment shall be considered the leasing of new
equipment and not of the used equipment which was
remanufactured and subsequently sold and leased back; and

(vi) Liens to secure Indebtedness and other
obligations (excluding Subordinated Indebtedness) which are
not referred to as permitted Liens in paragraphs (i), (ii),
(iii), (iv) and (v); PROVIDED, HOWEVER, that the aggregate
principal amount of Indebtedness and other obligations
secured thereby at any one time outstanding shall not exceed
10% of the Consolidated Net Worth of the Company;

unless prior to or simultaneously with the inception of any such
Lien which is not referred to as a permitted Lien in paragraphs
(i), (ii), (iii), (iv), (v) or (vi) above, the Company shall have
executed and delivered to a Security Trustee (as hereinafter
defined), a security agreement or security agreements and such
other documents as the Security Trustee may reasonably request,
each in form and substance satisfactory to the Trustee, granting
to the Security Trustee a security interest in such property
subject to such Lien, such security interest to be for the equal
and ratable benefit of the Holders and such other holder or
holders of Indebtedness with which the Company has agreed to
permit such holders to share in such Lien. Such security
agreement or security agreements may provide, at the option of
the Company, that the security interest granted to the Security
Trustee thereby shall terminate upon the termination of all other

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Liens for the benefit of such other holder or holders of
Indebtedness. The Security Trustee shall be such Person as may
be selected by the Company or any holder of Indebtedness to whom
the Company has specifically granted the right to select such
Security Trustee, and who shall be entitled to act without
qualification or who, if required, shall qualify to act as such
under the Trust Indenture Act of 1939. For the purposes of this
Section 10.8, "Sale and Leaseback", with respect to a Person,
means any transaction with a bank, company, lender or investor,
providing for the leasing by such Person of any property which
has been or is to be sold or transferred by such Person to such
bank, company, lender or investor, or to any Person to whom funds
have been or are to be advanced by such bank, company, lender or
investor on the security of such property.

Section 10.9 Statement by Officers as to Default.
------------------------------------

Each of the Company and the Guarantor will deliver to the
Trustee, within 120 days after the end of each Fiscal Year of the
Company and the Guarantor, respectively, ending after the date
hereof, an Officers' Certificate, stating whether or not to the
best knowledge of the signers thereof the Company or the
Guarantor, as the case may be, is in default in the performance
and observance of any of the terms, provisions and conditions
applicable to the Company or the Guarantor hereunder (without
regard to any period of grace or requirement of notice provided
hereunder), and if the Company or the Guarantor shall be in
default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

Section 10.10 Waiver of Certain Covenants.
----------------------------

Except as otherwise specified as contemplated by Section 3.1
for Securities of such series, the Company or the Guarantor, as
the case may be, may, with respect to the Securities of any
series, omit in any particular instance to comply with any term,
provision or condition set forth in any covenant pursuant to
Section 3.1 (19), 9.1(2) or 9.1(7) for the benefit of the Holder
of such series, or in Sections 10.7 and 10.8, inclusive, if
before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of
such series and of at least 66 2/3% in principal amount of the
Outstanding Securities of all series affected thereby shall, by
Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision
or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the
obligations of the Company and the Guarantor and the duties of

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the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.

ARTICLE 11

Redemption of Securities

Section 11.1 Applicability of Article.
-------------------------

Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their
terms and (except as otherwise specified as contemplated by
Section 3.1 for Securities of any series) in accordance with this
Article.

Section 11.2 Election to Redeem; Notice to Trustee.
--------------------------------------

The election of the Company to redeem any Securities shall
be evidenced by a Board Resolution or in any other manner
specified as contemplated in Section 3.1 for such Securities. In
case of any redemption at the election of the Company of less
than all the Securities of any series (including any redemption
affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of
the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

Section 11.3 Selection by Trustee of Securities to Be Redeemed.
--------------------------------------------------

If less than all the Securities of any series are to be
redeemed (unless all the Securities of such series and of a
specified tenor are to be redeemed or unless such redemption
affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities
of such series not previously called for redemption, by such
method as the Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of a portion of the
principal amount of any Security of such series, provided that
the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less

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<PAGE> 77

than the minimum authorized denomination) for such Security. If
less than all the Securities of such series and of a specified
tenor are to be redeemed (unless such redemption affects only a
single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series and
specified tenor not previously called for redemption in
accordance with the preceding sentence.

The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount
thereof to be redeemed.

The provisions of the two preceding paragraphs shall not
apply with respect to any redemption affecting only a single
Security, whether such Security is to be redeemed in whole or in
part. In the case of any such redemption in part, the unredeemed
portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.

For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Securities redeemed
or to be redeemed only in part, to the portion of the principal
amount of such Securities which has been or is to be redeemed.

Section 11.4 Notice of Redemption.
---------------------

Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

(3) if less than all the Outstanding Securities of any
series consisting of more than a single Security are to be
redeemed, the identification (and, in the case of partial
redemption, the principal amounts) of the particular Securities
to be redeemed and, if less than all the Outstanding Securities
of any series consisting of a single Security are to be redeemed,
the principal amount of the particular Security to be redeemed;

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(4) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed
and, if applicable, that interest thereon will cease to accrue on
and after said date;

(5) the place or places where each such Security is to be
surrendered for payment of the Redemption Price; and

(6) that the redemption is for a sinking fund, if such is
the case.

Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the
Company's request, by the Trustee in the name and at the expense
of the Company.

Section 11.5 Deposit of Redemption Price.
----------------------------

Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided
in Section 10.3) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be
an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

Section 11.6 Securities Payable on Redemption Date.
--------------------------------------

Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified,
and from and after such date (unless the Company shall default in
the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price,
together with accrued interest to the Redemption Date; PROVIDED,
HOWEVER, that, unless otherwise specified as contemplated by
Section 3.1, installments of interest whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of
such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of
Section 3.7.

If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and
premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security.

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<PAGE> 79

Section 11.7 Securities Redeemed in Part.
----------------------------

Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company
or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, the
Guarantees of the Guarantor shall be endorsed on and the Trustee
shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same
series and of like tenor, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

ARTICLE 12

Sinking Funds

Section 12.1 Applicability of Article.
-------------------------

The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series except
as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

The minimum amount of any sinking fund payment provided for
by the terms of Securities of any series is herein referred to as
a "mandatory sinking fund payment", and any payment in excess of
such minimum amount provided for by the terms of Securities of
any series is herein referred to as an "optional sinking fund
payment". If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 12.2. Each sinking
fund payment shall be applied to the redemption of Securities of
any series as provided for by the terms of Securities of such
series.

Section 12.2 Satisfaction of Sinking Fund Payments with
Securities. ------------------------------------------------
- -----------

The Company (1) may deliver Outstanding Securities of a
series (other than any previously called for redemption) and (2)
may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such

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<PAGE> 80

Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of such
series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; PROVIDED
that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

Section 12.3 Redemption of Securities for Sinking Fund.
------------------------------------------

Not less than 60 days prior to each sinking fund payment
date for any series of Securities, the Company will deliver to
the Trustee an Officers' Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 12.2 and will also deliver to
the Trustee any Securities to be so delivered. Not less than 30
days before each such sinking fund payment date the Trustee shall
select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.3 and cause
notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section
11.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated
in Sections 11.6 and 11.7.

ARTICLE 13

Defeasance and Covenant Defeasance

Section 13.1 Applicability of Article; Company's Option to
-------------------------------------------------
Effect Defeasance or Covenant Defeasance.
- -----------------------------------------

The Company may elect, at its option at any time, to have
Section 13.2 or Section 13.3 applied to any Securities or any
series of Securities, as the case may be, designated pursuant to
Section 3.1 as being defeasible pursuant to such Section 13.2 or
13.3, in accordance with any applicable requirements provided
pursuant to Section 3.1 and upon compliance with the conditions
set forth in this Article. Any such election shall be evidenced
by a Board Resolution or in another manner specified as
contemplated by Section 3.1 for such Securities.

Section 13.2 Defeasance and Discharge.
-------------------------

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<PAGE> 81

Upon the Company's exercise of the above option (if any)
applicable to this Section applied to any Securities or any
series of Securities, as the case may be, the Company and the
Guarantor shall be deemed to have been discharged from their
respective obligations, and the provisions of Article 14 and 15
shall cease to be effective, with respect to Securities, and the
corresponding Guarantees, as provided in this Section on and
after the date the conditions set forth in Section 13.4 are
satisfied (hereinafter, called "defeasance"). For this purpose,
such defeasance means that the Company and the Guarantor shall be
deemed to have paid and discharged the entire indebtedness
represented by such Securities and Guarantees and to have
satisfied all their other obligations under such Securities and
Guarantees and this Indenture insofar as such Securities and
Guarantees are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of
Holders of such Securities to receive, solely from the trust fund
described in Section 13.4 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if
any) and interest on such Securities when payments are due, (B)
the Company's obligations with respect to such Securities under
Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers,
trusts, duties, and immunities of the Trustee hereunder and (D)
this Article Thirteen. Subject to compliance with this Article
Thirteen, the Company may exercise its option (if any) under this
Section 13.2 applied to any Securities notwithstanding the prior
exercise of its option (if any) to have Section 13.3 applied to
such Securities.

Section 13.3 Covenant Defeasance.
--------------------

Upon the Company's exercise of the above option (if any)
applicable to this Section applied to any Securities or series of
Securities, as the case may be, (A), the Company shall be
released from its obligations under Section 10.8 and any
covenants provided pursuant to Sections 3.1(19), 9.1(2) and
9.1(7) and (B) the occurrence of any event specified in Section
5.1(4) with respect to any of Section 8.1(3), Section 10.8 and
any such covenants provided pursuant to Sections 3.1(19), 9.1(2),
9.1(7), 5.1(5) and 5.1(8) shall be deemed not to be or result in
an Event of Default, in each case with respect to such Securities
as provided in this Section, and the Guarantor shall be released
from its obligations under Section 10.7 respect to such
Securities as provided in this Section, on and after the date the
conditions set forth in Section 13.4 are satisfied (hereinafter,
"covenant defeasance"). For this purpose, such covenant

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<PAGE> 82

defeasance means that, with respect to such Securities, the
Company and the Guarantor may omit to comply with and shall have
no liability in respect of any term, condition or limitation set
forth in any such specified Section (to the extent so specified
in the case of Section 5.1(4)) or Articles 14 and 15, whether
directly or indirectly by reason of any reference elsewhere
herein to any such Section or Article or by reason of any
reference in any such Section or Article to any other provision
herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

Section 13.4 Conditions to Defeasance or Covenant Defeasance.
------------------------------------------------

The following shall be the conditions to application of
either Section 13.2 or Section 13.3 to any Securities or any
series of Securities, as the case may be:

(a) the Company shall irrevocably have deposited or caused
to be deposited with the Trustee (or another trustee which
satisfies the requirements contemplated by Section 6.9 and who
agrees to comply with the provisions of this Article Thirteen
applicable to it) as trust funds in trust for the purpose of
making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such
Securities, (A) money in an amount, or (B) U.S. Government
Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any
payment, money in an amount, or (C) a combination thereof, in
each case sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and
discharge the principal of and any premium and interest on such
Securities on the respective Stated Maturities, in accordance
with the terms of this Indenture and of such Securities. As used
herein, "U.S. Government Obligations" means securities that are
(x) direct obligations of the United States of America for the
payment of which its full faith and credit is pledged or (y)
obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in
either case, are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities
Act of 1933, as amended) as custodian with respect to any such
U.S. Government Obligation or a specific payment of principal of
or interest on any such U.S. Government Obligation held by such
custodian for the account of the holder of such depository

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<PAGE> 83

receipt, PROVIDED that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or
the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depository receipt.

(b) In the case of an election to have Section 13.2 apply
to any Securities or any series of Securities, as the case may
be, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (x) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling, or
(y) since the date of this Indenture there has been a change in
the applicable Federal income tax law, in either case to the
effect that, and based thereon such opinion shall confirm that,
the Holders of such Securities will not recognize gain or loss
for Federal income tax purposes as a result of the deposit,
defeasance and discharge to be effected with respect to such
Securities and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have
been the case if such defeasance had not occurred.

(c) In the case of an election to have Section 13.3 apply
to any Securities or series of Securities, as the case may be,
the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Securities will
not recognize gain or loss for Federal income tax purposes as a
result of such deposit and covenant defeasance to be effected
with respect to such Securities and will be subject to Federal
income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant
defeasance had not occurred.

(d) The Company shall have delivered to the Trustee an
Officer's Certificate to the effect that neither such Securities
nor any other Securities of the same series, if then listed on
any securities exchange, will be delisted as a result of such
deposit.

(e) No event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to such
Securities or any other Securities shall have occurred and be
continuing at the time of such deposit or, with regard to any
such event specified in Section 5.1(6) and (7), at any time on or
prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied
until after such 90th day).

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<PAGE> 84

(f) Such defeasance or covenant defeasance shall not cause
the Trustee to have a conflicting interest within the meaning of
the Trust Indenture Act (assuming all Securities are in default
within the meaning of such Act).

(g) Such defeasance or covenant defeasance shall not result
in a breach or violation of, or constitute a default under, any
other agreement or instrument to which the Company or the
Guarantor is a party or by which either of them is bound.

(h) Such defeasance or covenant defeasance shall not result
in the trust arising from such deposit constituting an investment
company within the meaning of the Investment Company Act of 1940
unless such trust shall be registered under such Act or exempt
from registration thereunder.

(i) At the time of such deposit, (A) no default in the
payment of any principal of, premium, if any, or interest on any
Senior Indebtedness shall have occurred and be continuing, (B) no
event of default with respect to any Senior Indebtedness shall
have resulted in such Senior Indebtedness becoming and continuing
to be, due and payable prior to the date on which it would
otherwise have become due and payable (unless payment of such
Senior Indebtedness has been made or duly provided for), and (C)
no other event of default with respect to any Senior Indebtedness
shall have occurred and be continuing permitting (after notice or
lapse of time or both) the holders of such Senior Indebtedness
(or a trustee on behalf of such holders) to declare such Senior
Indebtedness due and payable prior to the date on which it would
otherwise have become due and payable.

(j) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to either the
defeasance under Section 13.2 or the covenant defeasance under
Section 13.3 (as the case may be) have been complied with.

Section 13.5 Deposited Money and U.S. Government Obligations to
--------------------------------------------------
Be Held in Trust; Other Miscellaneous Provisions.
- -------------------------------------------------

Subject to the provisions of the last paragraph of Section
10.3, all money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section 13.5 and Section
13.6, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 13.4 in
respect of the Outstanding Securities of such series shall be
held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment,

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either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and
to become due thereon in respect of principal (and premium, if
any) and interest, but such money need not be segregated from
other funds except to the extent required by law. Money and U.S.
Government Obligations so held in trust shall not be subject to
the provisions of Article Fourteen or Fifteen.

The Company and the Guarantor shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited
pursuant to Section 13.4 or the principal and interest received
in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of the Outstanding
Securities of such series.

Anything in this Article Thirteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company
from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 13.4
which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of
the amount thereof which would then be required to be deposited
to effect an equivalent defeasance or covenant defeasance.

Section 13.6. Reinstatement.
--------------

If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company and
Guarantor have been discharged or released pursuant to Section
13.2 or 13.3 shall be revived and reinstated as though no deposit
had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section
13.5 with respect to such Securities in accordance with this
Article; provided, however, that if the Company or the Guarantor
makes any payment of principal of or any premium or interest on
any such Security following such reinstatement of its
obligations, the Company or the Guarantor, as the case may be,
shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in
trust.

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ARTICLE FOURTEEN

Subordination of Securities

SECTION 14.1 Securities Subordinate to Senior Indebtedness.
----------------------------------------------

The Company covenants and agrees, and each Holder of a
Security, by his acceptance thereof, likewise covenants and
agrees, that, to the extent and in the manner hereinafter set
forth in this Article, the indebtedness represented by the
Securities and the payment of the principal of, premium, if any,
and interest on each and all of the Securities are hereby
expressly made subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness.

SECTION 14.2 Payment Over of Proceeds Upon Dissolution, Etc.
-----------------------------------------------

In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or
other similar case or proceeding in connection therewith,
relative to the Company or its creditors, as such, or to its
assets, or (b) any liquidation, dissolution or other winding up
of the Company, whether voluntary or involuntary and whether or
not involving insolvency or bankruptcy, or (c) any assignment for
the benefit of creditors or any other marshalling of assets and
liabilities of the Company, then and in any such event the
holders of Senior Indebtedness shall be entitled to receive
payment in full of all amounts due or to become due on or in
respect of all Senior Indebtedness, or provision shall be made
for such payment in money or money's worth, before the Holders of
the Securities are entitled to receive any payment on account of
principal of, premium, if any, or interest on the Securities and
to that end the holders of Senior Indebtedness shall be entitled
to receive, for application to the payment thereof, any payment
or distribution of any kind or character, whether in cash,
property or securities, which may be payable or deliverable in
respect of the Securities in any such case, proceeding,
dissolution, liquidation or other winding up or event.

In the event that, notwithstanding the foregoing provisions
of this Section, the Trustee or the Holder of any Security shall
have received any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or
securities, before all Senior Indebtedness is paid in full or
payment thereof provided for, and if such fact shall, at or prior
to the time of such payment or distribution, have been made known
to the Trustee or, as the case may be, such Holder, then and in
such event such payment or distribution shall be paid over or

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delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person
making payment or distribution of assets of the Company for
application to the payment of all Senior Indebtedness remaining
unpaid, to the extent necessary to pay all Senior Indebtedness in
full, after giving effect to any concurrent payment or
distribution to or for the holder of Senior Indebtedness.

For purposes of this Article only, the words "cash, property
or securities" shall not be deemed to include shares of stock of
the Company as reorganized or readjusted, or securities of the
Company or any other corporation provided for by a plan of
reorganization or readjustment which are subordinated in right of
payment to all Senior Indebtedness which may at the time be
outstanding to substantially the same extent as, or to a greater
extent than, the Securities are so subordinated as provided in
this Article. The consolidation of the Company with, or the
merger of the Company into, another Person or the liquidation or
dissolution of the Company following the conveyance or transfer
of its properties and assets substantially as an entirety to
another Person upon the terms and conditions set forth in Article
Eight shall not be deemed a dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or
marshalling of assets and liabilities of the Company for the
purposes of this Section if the Person formed by such
consolidation or into which the Company is merged or which
acquires by conveyance or transfer such properties and assets
substantially as an entirety, as the case may be, shall, as a
part of such consolidation, merger, conveyance or transfer,
comply with the conditions set forth in Article Eight.

SECTION 14.3 No Payment When Senior Indebtedness in Default
----------------------------------------------

In the event the Trustee receives notice from the Company,
the Guarantor or any Senior Lender (or a trustee therefor) (a
"Block-out Notice") that there shall exist and be continuing (a)
any default in the payment of principal of, premium, if any, or
interest on any Senior Indebtedness beyond any applicable grace
period with respect thereto, or (b) any default with respect to
Senior Indebtedness (other than a default specified in clause
(a) above) no payment shall be made by the Company on account of
principal of, premium, if any, or interest on the Securities or on
account of the purchase or other acquisition of Securities; PROVIDED,
HOWEVER, that nothing in this Section shall prevent the satisfaction
of any sinking fund payment in accordance with Article Twelve by
delivering and crediting pursuant to Section 12.2 Securities which
have been acquired (upon redemption or otherwise) prior to such
default in payment or other default; and provided further that no
Block-out Notice given with respect to one or more defaults of the type

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referred to in clause (b) above shall be effective to suspend for
longer than 180 days from the date that such a Block-out Notice
is first received, in any 360-day period, any payment in respect
of principal of, premium, if any, or interest on the Securities
that has become due (or would have become due but for the
provisions of this Section 14.3) and only one such Block-out
notice may be in effect during any 360-day period.

In the event that, notwithstanding the foregoing, the
Company shall make any payment to the Trustee or the Holder of
any Security prohibited by the foregoing provisions of this
Section, and if such fact shall, at or prior to the time of such
payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith to the Company.

The provisions of this Section shall not apply to any
payment with respect to which Section 14.2 would be applicable.

SECTION 14.4 Payment Permitted If No Default.
--------------------------------

Nothing contained in this Article or elsewhere in this
Indenture or in any of the Securities shall prevent (a) the
Company, at any time except during the pendency of any case,
proceeding, dissolution, liquidation or other winding up,
assignment for the benefit of creditors or other marshalling of
assets and liabilities of the Company referred to in Section 14.2
or under the conditions described in Section 14.3, from making
payments at any time of principal of, premium, if any, or
interest on the Securities, or (b) the application by the Trustee
of any money deposited with it hereunder to the payment of or on
account of the principal of, premium, if any, or interest on the
Securities or the retention of such payment by the Holders if, at
the time of such application by the Trustee, it did not have
knowledge that such payment would have been prohibited by the
provisions of this Article.

SECTION 14.5 Subrogation to Rights of Holders of Senior
Indebtedness.
--------------------------------------------------

Subject to the payment in full of all Senior Indebtedness,
the Holders of the Securities shall be subrogated to the extent
of the payments or distributions made to the holders of such
Senior Indebtedness pursuant to the provisions of this Article to
the rights of the holders of such Senior Indebtedness to receive
payments and distributions of cash, property and securities
applicable to the Senior Indebtedness until the principal of,
premium, if any, and interest on the Securities shall be paid in
full. For purposes of such subrogation, no payments or

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distributions to the holders of the Senior Indebtedness of any
cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the
provisions of this Article to the holders of Senior Indebtedness
by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Indebtedness
and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior
Indebtedness.

SECTION 14.6 Provisions Solely to Define Relative Rights.
--------------------------------------------

The provisions of this Article are and are intended solely
for the purpose of defining the relative rights of the Holders of
the Securities on the one hand and the holders of Senior
Indebtedness on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the
Holders of the Securities, the obligation of the Company, which
is absolute and unconditional (and which, subject to the rights
under this Article of the holders of Senior Indebtedness, is
intended to rank equally with all other general obligations of
the Company), to pay to the Holders of the Securities the
principal of, premium, if any, and interest on the Securities as
and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the
Company other than the holders of Senior Indebtedness; or (c)
prevent the Trustee or the Holder of any Security from exercising
all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Indebtedness to receive cash,
property and securities otherwise payable or deliverable to the
Trustee or such Holder.

SECTION 14.7 Trustee to Effectuate Subordination.
------------------------------------

Each holder of a Security by his acceptance thereof
authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee
his attorney-in-fact for any and all such purposes.

SECTION 14.8 No Waiver of Subordination Provisions.
--------------------------------------

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No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at
any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or
failure to act, in good faith, by any such holder, or by any non-
compliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof
any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time
and from time to time, without the consent of or notice to the
Trustee or the Holders of the Securities, without incurring
responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article
or the obligations hereunder of the Holders of the Securities to
the holders of Senior Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any
agreement under which Senior Indebtedness is outstanding; (ii)
sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness;
(iii) release any Person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

SECTION 14.9 Notice to Trustee.
------------------

The Company shall give prompt written notice to the Trustee
of any fact known to the Company which would prohibit the making
of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other
provision of this Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received
written notice thereof from the Company, the Guarantor or a
Senior Lender or from any trustee therefor; and, prior to the
receipt of any such written notice, the Trustee, subject to the
provisions of Section 6.1, shall be entitled in all respects to
assume that no such facts exist; PROVIDED, HOWEVER, that if the
Trustee shall not have received the notice provided for in this
Section at least three Business Days prior to the date upon which
by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of,
premium, if any, or interest on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee

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shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received
and shall not be affected by any notice to the contrary which may
be received by it within three Business Days prior to such date.

Subject to the provisions of Section 6.1, the Trustee shall
be entitled to rely on the delivery to it of a written notice by
a Person representing himself to be a Senior Lender (or a trustee
therefor) to establish that such notice has been given by a
Senior Lender (or a trustee therefor). In the event that the
Trustee determines in good faith that further evidence is
required with respect to the right of any Person as holders of Senior
Indebtedness to participate in any payment or distribution pursuant
to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Indebtedness held by such Person, the extent to
which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such
Person under this Article, and if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such
payment.

SECTION 14.10 Reliance on Judicial Order or Certificate of
Liquidating Agent.
--------------------------------------------------

Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the
provisions of Section 6.1, and the Holders of the Securities
shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending,
or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of
creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of
the Senior Indebtedness and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or
to this Article.

SECTION 14.11 Trustee Not Fiduciary for Holders of Senior
Indebtedness.
--------------------------------------------------

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The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness and shall not be liable to any
such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any
other Person cash, property or securities to which any holders of
Senior Indebtedness shall be entitled by virtue of this Article
or otherwise.

SECTION 14.12 Rights of Trustee as Holder of Senior
Indebtedness; Preservation of Trustee's Rights.
--------------------------------------------------

The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any
Senior Indebtedness which may at any time be held by it, to the
same extent as any other holder of Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

Nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.7.

SECTION 14.13 Article Applicable to Paying Agents.
------------------------------------

In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting
hereunder, the term "Trustee" as used in this Article shall in
such case (unless the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the
Trustee; PROVIDED, HOWEVER, that Section 14.12 shall not apply to
the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.

ARTICLE FIFTEEN

Subordination of Guarantees

SECTION 15.1 Guarantees Subordinate to Senior Guarantor
Indebtedness.
------------------------------------------

The Guarantor covenants and agrees, and each Holder of a
Security and the related Guarantee, by his acceptance thereof,
likewise covenants and agrees, that, to the extent and in the
manner hereinafter set forth in this Article, the Guarantees in
respect of the Securities are hereby expressly made subordinate
and subject in right of payment to the prior payment in full of
all Senior Guarantor Indebtedness.

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<PAGE> 93

SECTION 15.2 Payment Over of Proceeds Upon Dissolution, Etc.
-----------------------------------------------

In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or
other similar case or proceeding in connection therewith,
relative to the Guarantor or its creditors, as such, or to its
assets, or (b) any liquidation, dissolution or other winding up
of the Guarantor, whether voluntary or involuntary and whether or
not involving insolvency or bankruptcy, or (c) any assignment for
the benefit or creditors or any other marshalling of assets and
liabilities of the Guarantor, then and in any such event the
holders of Senior Guarantor Indebtedness shall be entitled to
receive payment in full of all amounts due or to become due on or
in respect of all Senior Guarantor Indebtedness, or provision
shall be made for such payment in money or money's worth, before
the Holders of the Guarantees are entitled to receive any payment
under the Guarantees on account of principal on, premium, if any,
or interest on the Securities and to that end the holders of
Senior Guarantor Indebtedness shall be entitled to receive, for
application to the payment thereof, any payment or distribution
of any kind or character, whether in cash, property or
securities, which may be payable or deliverable in respect of the
Guarantees in any such case, proceeding, dissolution, liquidation
or other winding up or event.

In the event that, notwithstanding the foregoing provisions
of this Section, the Trustee or the Holder of any Security in respect
of the related Guarantee shall have received any payment or
distribution of assets of the Guarantor of any kind or character,
whether in cash, property or securities, before all Senior Guarantor
Indebtedness is paid in full or payment thereof provided for, and
if such fact shall, at or prior to the time of such payment or
distribution, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment or
distribution shall be paid over or delivered forthwith to the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee,
agent or other Person making payment or distribution of assets of the
Guarantor for application to the payment of all Senior Guarantor
Indebtedness remaining unpaid, to the extent necessary to pay all
Senior Guarantor Indebtedness in full, after giving effect to any
concurrent payment or distribution to or for the holder of Senior
Guarantor Indebtedness.

For purposes of this Article only, the words "cash, property
or securities" shall not be deemed to include shares of stock of
the Guarantor as reorganized or readjusted, or securities of the
Guarantor or any other corporation provided for by a plan of
reorganization or readjustment, which are subordinated in right of

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payment to all Senior Guarantor Indebtedness which may at the
time be outstanding to substantially the same extent as, or to a
greater extent than, the Guarantees are so subordinated as
provided in this Article. The consolidation of the Guarantor
with, or the merger of the Guarantor into, another Person or the
liquidation or dissolution of the Guarantor following the
conveyance or transfer of its properties and assets substantially
as an entirety to another Person upon the terms and conditions
set forth in Article Eight shall not be deemed a dissolution,
winding up, liquidation, reorganization, assignment for the
benefit of creditors or marshalling of assets and liabilities of
the Guarantor for the purposes of this Section if the Person
formed by such consolidation or into which the Guarantor is
merged or which acquires by conveyance or transfer such
properties and assets substantially as an entirety, as the case
may be, shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions set forth in
Article Eight.

SECTION 15.3 No Payment When Senior Indebtedness in Default.
-----------------------------------------------

No payment shall be made by the Guarantor under the Guarantees
on account of principal of, premium, if any, or interest on the
Securities during any period in which payments by the Company in
respect of the Securities are suspended under the provisions of
Section 14.3.

In the event that, notwithstanding the foregoing, the Guarantor
shall make any payment to the Trustee or with respect to the Guarantee
of any Security prohibited by the foregoing provisions of this
Section, and if such fact shall, at or prior to the time of such
payment, have been made known to the Trustee or, as the case may
be, the Holder of the Security to which such Guarantee relates, then
and in such event such payment shall be paid over and delivered
forthwith to the Guarantor.

SECTION 15.4 Payment Permitted If No Default.
--------------------------------

Nothing contained in this Article or elsewhere in this
Indenture or in any of the Securities or the Guarantees shall
prevent (a) the Guarantor, at any time except during the pendency
of any case, proceeding, dissolution, liquidation or other
winding up, assignment for the benefit of creditors or other
marshalling of assets and liabilities of the Guarantor referred
to in Section 15.2 or under the conditions described in Section
15.3, from making payments at any time on the Guarantees on
account of principal of, premium, if any, or interest on the
Securities, or (b) the application by the Trustee of any money
deposited with it hereunder to the payment of or on the

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Guarantees on account of the principal of, premium, if any, or
interest on the Securities or the retention of such payment by
the Holders if, at the time of such application by the Trustee,
it did not have knowledge that such payment would have been
prohibited by the provisions of this Article.

SECTION 15.5 Subrogation to Rights of Holders of Senior
Guarantor Indebtedness.
--------------------------------------------------

Subject to the payment in full of all Senior Guarantor
Indebtedness, the Holders of the Securities which are entitled to
the benefits of the Guarantee shall be subrogated
to the extent of the payments or distributions made to the
holders of such Senior Guarantor Indebtedness pursuant to the
provisions of this Article to the rights of the holders of such
Senior Guarantor Indebtedness to receive payments and
distributions of cash, property and securities applicable to the
Senior Guarantor Indebtedness until the principal of, premium, if
any, and interest on the Securities shall be paid in full. For
purposes of such subrogation, no payments or distributions to the
holders of the Senior Guarantor Indebtedness of any cash,
property or securities to which the Holders of any Security entitled
to the benefits of a Guarantee or the Trustee would be entitled
except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of
Senior Guarantor Indebtedness by Holders of any Security entitled
to the benefits of a Guarantee or the Trustee, shall, as among the
Guarantor, its creditors other than holders of Senior Guarantor
Indebtedness and the Holders of any Security entitled to the
benefits of a Guarantee, be deemed to be a payment or
distribution by the Guarantor to or on account of the Senior
Guarantor Indebtedness.

SECTION 15.6 Provisions Solely to Define Relative Rights.
--------------------------------------------

The provisions of this Article are and are intended solely
for the purpose of defining the relative rights of the Holders of
any Security entitled to the benefits of a Guarantee on the one
hand and the holders of Senior Guarantor Indebtedness on the other
hand. Nothing contained in this Article or elsewhere in this
Indenture or in the Guarantees or the Securities is intended to or
shall (a) impair, as among the Guarantor, its creditors other than
holders of Senior Guarantor Indebtedness and the Holders of any
Security entitled to the benefits of a Guarantee, the
obligation of the Guarantor, which is absolute and unconditional
(and which, subject to the rights under this Article of the
holders of Senior Guarantor Indebtedness, is intended to rank
equally with all other general obligations of the Guarantor), to
pay to the Holders of any Security entitled to the benefits of a
Guarantee on account of the principal of, premium, if any, and
interest on the Securities as and when the same shall become due
and payable in accordance with their terms; or (b) affect the
relative rights against the Guarantor of the Holders of any Security
entitled to the benefits of a Guarantee and creditors of the Guarantor

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<PAGE> 96

other than the holders of Senior Guarantor Indebtedness; or (c)
prevent the Trustee or the Holder of any Security entitled
to the benefits of a Guarantee from exercising all remedies
otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article
of the holders of Senior Guarantor Indebtedness to receive
cash, property and securities otherwise payable or deliverable
to the Trustee or such Holder.

SECTION 15.7 Trustee to Effectuate Subordination.
------------------------------------

Each holder of a Guarantee by his acceptance thereof
authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee
his attorney-in-fact for any and all such purposes.

SECTION 15.8 No Waiver of Subordination Provisions.
--------------------------------------

No right of any present or future holder of any Senior
Guarantor Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired
by any act or failure to act on the part of the Guarantor or by
any act or failure to act, in good faith, by any such holder, or
by any non-compliance by the Guarantor with the terms, provisions
and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Guarantor Indebtedness may, at
any time and from time to time, without the consent of or notice
to the Trustee or the Holders of any Security entitled to
the benefits of a Guarantee, without incurring responsibility to
the Holders of any Security entitled to the benefits of a Guarantee
and without impairing or releasing the subordination provided in this
Article or the obligations hereunder of the Holders of any
Security entitled to the benefits of a Guarantee to the holders
of Senior Guarantor Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior
Guarantor Indebtedness, or otherwise amend or supplement in any
manner Senior Guarantor Indebtedness or any instrument evidencing
the same or any agreement under which Senior Guarantor Indebtedness
is outstanding; (ii) sell, exchange, release or otherwise deal
with any property pledged, mortgaged or otherwise securing Senior
Guarantor Indebtedness; (iii) release any Person liable in any
manner for the collection of Senior Guarantor Indebtedness;
and (iv) exercise or refrain from exercising any rights against
the Guarantor and any other Person.

SECTION 15.9 Notice to Trustee.
------------------

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<PAGE> 97

The Guarantor shall give prompt written notice to the
Trustee of any fact known to the Guarantor which would prohibit
the making of any payment to or by the Trustee in respect of the
Guarantees. Notwithstanding the provisions of this Article or
any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in
respect of the Guarantees, unless and until the Trustee shall
have received written notice thereof from the Guarantor, the
Company or a holder of Senior Guarantor Indebtedness or from any
trustee therefor; and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 6.1, shall
be entitled in all respects to assume that no such facts exist; PROVIDED,
HOWEVER, that if the Trustee shall not have received the notice
provided for in this Section at least three Business Days prior
to the date upon which by the terms hereof any money may become
payable for any purpose (including, without limitation, the
payment under the Guarantees on account of the principal of,
premium, if any, or interest on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received
and shall not be affected by any notice to the contrary which may
be received by it within three Business Days prior to such date.

Subject to the provisions of Section 6.1, the Trustee shall
be entitled to rely on the delivery to it of a written notice by
a Person representing himself to be a holder of Senior Guarantor
Indebtedness (or a trustee therefor) to establish that such notice
has been given by a holder of Senior Guarantor Indebtedness
(or a trustee therefor). In the event that the Trustee
determines in good faith that further evidence is
required with respect to the right of any Person as a holder
of Senior Guarantor Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Guarantor Indebtedness held by
such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article, and if such evidence is
not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to
receive such payment.

SECTION 15.10 Reliance on Judicial Order or Certificate of
Liquidating Agent.
--------------------------------------------------

Upon any payment or distribution of assets of the Guarantor
referred to in this Article, the Trustee, subject to the

-90-
<PAGE> 98

provisions of Section 6.1, and the Holders of any Security
entitled to the benefits of a Guarantee shall be entitled to rely
upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee
for the benefit of creditors, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders
of any Security entitled to the benefits of a Guarantee, for the
purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of the Senior Guarantor Indebtedness
and other indebtedness of the Guarantor, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and
all other facts pertinent thereto or to this Article.

SECTION 15.11 Trustee Not Fiduciary for Holders of Senior
Guarantor Indebtedness.
--------------------------------------------------

The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Guarantor Indebtedness and shall not be
liable to any such holders if it shall in good faith mistakenly
pay over or distribute to Holders of Guarantees or to the
Guarantor or to any other Person cash, property or securities to
which any holders of Senior Guarantor Indebtedness shall be
entitled by virtue of this Article or otherwise.

SECTION 15.12 Rights of Trustee as Holder of Senior Guarantor
Indebtedness; Preservation of Trustee's Rights.
--------------------------------------------------

The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any
Senior Guarantor Indebtedness which may at any time be held by
it, to the same extent as any other holder of Senior Guarantor
Indebtedness, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.

Nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.7.

SECTION 15.13 Article Applicable to Paying Agents.
------------------------------------

In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder,
the term "Trustee" as used in this Article shall in such case (unless
the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in
this Article in addition to or in place of the Trustee; provided,
however, that Section 15.12 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

*******

This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but
one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed, all as of the day and year first
above written.

-91-
<PAGE> 99

XTRA, INC.

By________________________________
Title:

Attest:

________________________
Assistant Clerk

XTRA CORPORATION

By________________________________
Title:

Attest:

________________________
Secretary

XTRA MISSOURI, INC.

By________________________________
Title:

Attest:

______________________
Secretary

-92-
<PAGE> 100

[ ],
as Trustee

By_________________________________
Title:

Attest:

________________________
Title:

-93-
<PAGE> 101

County of ________ )
) ss.:
State of ________ )

On the day of , 199_, before me personally came
________________, to me known, who, being by me duly sworn, did
depose and say that he is _____________________________, one of
the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like
authority.

_____________________________________________

[Notary Seal]

County of ________ )
) ss.:
State of ________ )

On the day of , 199_, before me personally came
________________, to me known, who, being by me duly sworn, did
depose and say that he is __________________________________, one
of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like
authority.

_____________________________________________

[Notary Seal]

County of ________ )
) ss.:
State of ________ )

_____________________________________________

[Notary Seal]

-94-
<PAGE> 102

County of ________ )
) ss.:
State of ________ )

On this day of in the year of 199_ before me
personally came , to me personally known, who being by me
duly sworn did depose and say that he is _____________________ of
[ ], one of the corporations
described in and which executed the foregoing Indenture; that he
knows the seal of said corporation; that the seal affixed to said
instrument opposite the execution thereof on behalf of said
corporation is the corporate seal of said corporation; that said
instrument was signed and said corporate seal was so affixed on
behalf of said corporation by authority and order of its board of
directors; that he signed his name thereto by like authority; and
he acknowledged said instrument to be his free act and deed and
the free act and deed of said .

IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal, at ________ in said State of ________, the day
and year first above written.

________________________________________

[Notary Public]

-95-

<PAGE> 1
EXHIBIT 4.9

Fixed Rate Medium-Term Note

REGISTERED REGISTERED
No. R- PRINCIPAL AMOUNT:
CUSIP

XTRA, INC.

SERIES C MEDIUM-TERM NOTE

Unconditionally Guaranteed as to payment of principal, premium (if any),
and interest by

XTRA CORPORATION
and
XTRA MISSOURI, INC.

If the registered owner of this Security (as indicated below) is The
Depository Trust Company (the "Depository") or a nominee of the Depository, the
Security is a Global Security and the following two legends apply:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

Unless this Security is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the Company
or its agent for registration of transfer, exchange or payment, and any
Security issued upon registration of transfer of, or in exchange for, or in
lieu of, this Security is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of The Depository Trust
Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL because
the registered owner hereof, Cede & Co., has an interest herein.

<PAGE> 2
<TABLE>
<S> <C>
ISSUE PRICE: REGULAR RECORD DATES:

March 15
INTEREST PAYMENT DATES: September 15
April 1

October 1 INTEREST RATE:

ORIGINAL ISSUE DATE: INITIAL REDEMPTION DATE:

MATURITY DATE: REDEMPTION PRICES:

BOOK ENTRY __ CERTIFICATED __
</TABLE>

OTHER TERMS:

XTRA, INC., a corporation duly organized and existing under the laws of
the State of Maine (herein called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to, tax
identification number , or registered assigns, the principal
sum of on the Maturity Date specified above and to pay
interest thereon from the Original Issue Date specified above or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, on the Interest Payment Dates in each year specified above and at
Maturity, commencing on the first such Interest Payment Date next succeeding
the Original Issue Date (or, if the Original Issue Date is after a Regular
Record Date and before the Interest Payment Date immediately following such
Regular Record Date, on the second such Interest Payment Date next succeeding
the Original Issue Date), at a rate per annum equal to the Interest Rate
specified above until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
person in whose name this security (or one or more Predecessor Securities) is
registered (which, if this Security is a Global Security, will be the
Depository or a nominee of the Depository) at the close of business on the
Regular Record Date for such interest, which shall be the 15th day (whether or
not a Business Day) of the month

-2-
<PAGE> 3
preceding such Interest Payment Date; provided, however, that interest payable
at Maturity will be payable to the person to whom principal shall be payable
(which, if this Security is a Global Security will be the Depository or a
nominee of the Depository.) Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the registered Holder on
such Regular Record Date and may either be paid to the person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice of which shall be given to the
registered Holders of Securities of this Series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which this
Security may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.

Any payment on this Security due on any day which is not a Business Day
(as defined herein) in Boston, Massachusetts or New York, New York need not be
made on such day, but may be made on the next succeeding such Business Day with
the same force and effect as if made on such due date, and no interest shall
accrue for the period from and after such date.

Payment of the principal, premium (if any) and interest on this Security
will be made in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.
Payments of interest other than interest payable at Maturity will be made by
check mailed to the registered Holder hereof at the address shown in the
Security Register or, at the option of the registered Holder hereof, by wire
transfer in immediately available funds to an account located in the United
States of America as the registered Holder hereof shall designate to the
Trustee in writing at least 15 business days prior to such Interest Payment
Date.

The principal amount hereof and interest due at Maturity will be paid upon
Maturity in immediately available funds by wire transfer against presentation of
this Security at the office or agency of State Street Bank and Trust Company as
Trustee and Paying Agent located at Two International Place, Boston,
Massachusetts 02110, or at such office in New York, New York as the Trustee
shall

-3-
<PAGE> 4
designate by written notice to the registered Holder of this Security. The
Company may treat the person in whose name this Security is registered as the
owner of this Security for the purpose of receiving payments of principal,
premium (if any) and interest on this Security and for all purposes whatsoever.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

-4-
<PAGE> 5
Reverse of Security
-------------------

This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of August 15, 1994 as supplemented by
the First Supplemental Indenture dated as of September 30, 1994 (herein
referred to as the "Indenture"), among the Company, XTRA Corporation, as
Guarantor (herein called a "Guarantor," which term includes any successor
Guarantor to XTRA Corporation under the Indenture), the Trustee and, as to the
First Supplemental Indenture, XTRA Missouri, Inc. as Guarantor (herein called a
"Guarantor", which term includes any successor Guarantor to XTRA Missouri, Inc.
under the Indenture and, together with XTRA Corporation, the "Guarantors"), to
which Indenture reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Guarantors, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof.

If an Initial Redemption Date is specified on the face hereof, this
Security is subject to redemption upon notice by first-class mail given not
less than 30 nor more than 60 days prior to the date fixed for redemption, at
any time as a whole or in part, on or after the Initial Redemption Date, if
any, specified on the face hereof, at the election of the Company, at the
Redemption Prices, if any, specified on the face hereof, (expressed in
percentages of the principal amount), and thereafter at a redemption price
equal to 100% of the principal amount of this Security, plus accrued interest
to the Redemption Date; provided, that interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities (or one or more Predecessor Securities) of record at the
close of business on the relevant Record Date referred to on the face hereof,
all as provided in the Indenture.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in Boston, Massachusetts or
New York, New York are authorized or obligated by law or executive order to
close.

-5-
<PAGE> 6
Payments of interest hereon with respect to any Interest Payment date will
include interest accrued to but excluding such Interest Payment Date.

Accrued interest hereon from the Original Issue Date or from the last date
to which interest has been paid or duly provided for is calculated on the basis
of a 360-day year of twelve 30-day months. Such interest shall accrue from the
Original Issue Date, or from the last date to which interest has been paid or
duly provided for, but excluding the date for which accrued interest is being
calculated.

In any case where any Interest Payment Date or the Stated Maturity of the
principal of this Security shall not be a Business Day, then (notwithstanding
any other provision hereof or of the Indenture) the payment of interest and/or
of principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date or at the Stated Maturity, and no interest shall accrue
with respect to such payment for the period from and after such Interest
Payment Date or Stated Maturity to such next succeeding Business Day.

If an Event of Default with respect to the Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Security or (ii) certain covenants with respect to
this Security, in each case upon compliance with certain conditions set forth
therein.

-6-
<PAGE> 7
percentages in principal amount of all the Securities and the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company, the Guarantors, or both
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefore or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium (if any) and
interest on this Security at the times, place and rate (except as provided for
in such Security), and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations
(including, in the case of any Global Security, certain additional limitations)
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of such Securities for registration of transfer at the
office or agency of the Company in any place where the principal of, premium
(if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without
coupons in denominations of $100,000 and any integral multiple of $1,000 in
excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

-7-
<PAGE> 8
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer,
the Company, the Guarantor or the Trustee and any agent of the Company, the
Guarantors or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security
be overdue, and neither the Company, the Guarantors, the Trustee nor any such
agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

This Security shall be governed by and construed in accordance with the
laws of the State of New York.

Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

-8-
<PAGE> 9
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

XTRA, INC.

Dated: By:
------------------------------
Title: Vice President and
Chief Financial Officer

Attest:

--------------------------------
Title: Assistant Clerk

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series
designated in the within-mentioned Indenture
and referred to therein.

STATE STREET BANK AND TRUST COMPANY
as Trustee

By:
----------------------
Authorized Officer

Guarantee
---------

For value received, XTRA Corporation, a corporation organized under the
laws of the State of Delaware (herein called the "Guarantor," which term
includes any successor corporation under

-9-
<PAGE> 10
the Indenture referred to in the Security upon which this Guarantee is
endorsed), hereby unconditionally guarantees to the Holder of the Security upon
which this Guarantee is endorsed and to the Trustee on behalf of each such
Holder the due and punctual payment of the principal of, premium, if any, and
interest on such Security when and as the same shall become due and payable,
whether at the Stated Maturity, by declaration of acceleration, call for
redemption or otherwise, according to the terms thereof and of the Indenture
referred to therein. In case of the failure of XTRA, Inc., a corporation
organized under the laws of the State of Maine (herein called the "Company,"
which term includes any successor corporation under such Indenture), punctually
to make any such payment of principal, premium (if any) or interest, the
Guarantor hereby agrees to cause any such payment to be made punctually when
and as the same shall become due and payable, whether at the Stated Maturity or
by declaration of acceleration, call for redemption or otherwise, and as if
such payment were made by the Company.

The Guarantor hereby agrees that its obligations hereunder shall be as if
it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or such Indenture, any
failure to enforce the provisions of such Security or such Indenture, or any
waiver, modification or indulgence granted to the Company with respect thereto,
by the Holder of such Security or the Trustee or any other circumstance which
may otherwise constitute a legal or equitable discharge of a surety or
guarantor; PROVIDED, HOWEVER, that, notwithstanding the foregoing, no such
waiver, modification or indulgence shall, without the consent of the Guarantor,
increase the principal amount of such Security or change the redemption terms
thereof or alter the Stated Maturity thereof. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of merger or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest or notice with respect to such Security or
the indebtedness evidenced thereby and all demands whatsoever, and covenants
that this Guarantee will not be discharged except by strict and complete
performance of the obligations contained in such Security and this Guarantee.

-10-
<PAGE> 11
The Guarantor shall be subrogated to all rights of the Holder of such
Security and the Trustee against the Company in respect of any amounts paid to
such Holder by the Guarantor pursuant to the provisions of this Guarantee;
PROVIDED, HOWEVER, that the Guarantor shall not be entitled to enforce, or to
receive any payments arising out of or based upon, such right of subrogation
until the principal of, premium (if any), and interest on all Securities issued
under such Indenture shall have been paid in full.

No reference herein to such Indenture and no provision of this Guarantee
or of such Indenture shall alter or impair the guarantee of the Guarantor,
which is absolute and unconditional, of the due and punctual payment of
principal, premium (if any), and interest on the Security upon which this
Guarantee is endorsed.

This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of the Security upon which this Guarantee is
endorsed shall have been manually executed by or on behalf of the Trustee under
such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall
have the meanings assigned to them in such Indenture.

This Guarantee 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 the State of New York.

Executed and dated the date on the face hereof.

XTRA CORPORATION

By:
-------------------------
Title: Vice President
and Chief Financial Officer

Attest:

-11-
<PAGE> 12
-----------------------
Title: Secretary

Guarantee
---------

For value received, XTRA Missouri, Inc., a corporation organized under the
laws of the State of Delaware (herein called the "Guarantor," which term
includes any successor corporation under the Indenture referred to in the
Security upon which this Guarantee is endorsed), hereby unconditionally
guarantees to the Holder of the Security upon which this Guarantee is endorsed
and to the Trustee on behalf of each such Holder the due and punctual payment
of the principal of, premium, if any, and interest on such Security when and as
the same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption or otherwise, according to the
terms thereof and of the Indenture referred to therein. In case of the failure
of XTRA, Inc., a corporation organized under the laws of the State of Maine
(herein called the "Company," which term includes any successor corporation
under such Indenture), punctually to make any such payment of principal,
premium (if any) or interest, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and
payable, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise, and as if such payment were made by the Company.

-12-
<PAGE> 13
The Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of merger or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to such Security or the indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Guarantee will not be discharged except by
strict and complete performance of the obligations contained in such Security
and this Guarantee.

The Guarantor shall be subrogated to all rights of the Holder of such
Security and the Trustee against the Company in respect of any amounts paid to
such Holder by the Guarantor pursuant to the provisions of this Guarantee;
PROVIDED, HOWEVER, that the Guarantor shall not be entitled to enforce, or to
receive any payments arising out of or based upon, such right of subrogation
until the principal of, premium (if any), and interest on all Securities issued
under such Indenture shall have been paid in full.

No reference herein to such Indenture and no provision of this Guarantee
or of such Indenture shall alter or impair the guarantee of the Guarantor,
which is absolute and unconditional, of the due and punctual payment of
principal, premium (if any), and interest on the Security upon which this
Guarantee is endorsed.

This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of the Security upon which this Guarantee is
endorsed shall have been manually executed by or on behalf of the Trustee under
such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall
have the meanings assigned to them in such Indenture.

This Guarantee 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 the State of New York.

Executed and dated the date on the face hereof.

XTRA MISSOURI, INC.

-13-
<PAGE> 14
By:
-------------------------
Title: President

Attest:

------------------------------
Title: Secretary

-14-
<PAGE> 15
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common UNIF GIFT MIN ACT - .... Custodian....
(Cust) (Minor)
Uniform Gifts to
Minors Act
TEN ENT - as tenants by the entireties .................
(State)
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common

Additional abbreviations may also be used though not in the above list.

_______________________________________

FOR VALUE RECEIVED I or we sell, assign and transfer to

INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:

- ------------------------------

- --------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee)

- --------------------------------------------------------------------------------

this Security and all rights hereunder and irrevocably appoint _____________
attorney to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

Dated: Signed:
------------------------ ------------------------------
Signature(s) Guaranteed by: (Sign exactly as name appears
on the other side of this Note)

-15-
<PAGE> 16
NOTICE: The signature(s) to this assignment must correspond with the name as
it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.

-16-

<PAGE> 1
EXHIBIT 4.10

Floating Rate (Resetting Weekly,
Monthly, Quarterly, Semi-Annually or Annually)
Medium-Term Note

REGISTERED REGISTERED
No. R- PRINCIPAL AMOUNT:
CUSIP

XTRA, INC.

SERIES C MEDIUM-TERM NOTE

Unconditionally Guaranteed as to payment of principal, premium (if any),
and interest by

XTRA CORPORATION
and
XTRA MISSOURI, INC.

<PAGE> 2
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL because the registered owner hereof,
Cede & Co., has an interest herein.

<TABLE>
<S> <C>
ISSUE PRICE: INITIAL REDEMPTION DATE:

ORIGINAL ISSUE DATE: MATURITY DATE:

BOOK ENTRY __ CERTIFICATED __

INTEREST RATE BASIS: INTEREST RESET DATE (applicable
only if Interest Reset Period is
semi-annual or annual)
Third Wednesday of:

INITIAL INTEREST RATE: INTEREST PAYMENT DATES:

INDEX MATURITY: INTEREST RESET PERIOD:

SPREAD (plus MAXIMUM INTEREST RATE:
or minus):

SPREAD MULTIPLIER: MINIMUM INTEREST RATE:

CALCULATION AGENT: INITIAL REDEMPTION
DATE:

REDEMPTION PERIODS: REDEMPTION PRICES:
</TABLE>

OTHER TERMS:

-2-
<PAGE> 3
above are weekly, from the day following the most recent Regular Record Date
(as defined herein)) to which interest has been paid or duly provided for, on
the Interest Payment Dates in each year specified above and at Maturity,
commencing on the first such Interest Payment Date next succeeding the Original
Issue Date (or, if the Original Issue Date is after a Regular Record Date and
before the Interest Payment Date immediately following such Regular Record
Date, on the second such Interest Payment Date next succeeding the Original
Issue Date), at a rate per annum equal to the Initial Interest Rate specified
above until the first Interest Reset Date following the Original Issue Date and
on and after such Interest Reset Date at the rate determined in accordance with
the provisions set forth herein, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the person in whose name this security (or one or more Predecessor
Securities) is registered (which, if this Security is a Global Security, will
be the Depository or a nominee of the Depository) at the close of business on
the Regular Record Date for such interest, which shall be the 15th day (whether
or not a Business Day) prior to such Interest Payment Date; provided, however,
that interest payable at Maturity will be payable to the person to whom
principal shall be payable (which, if this Security is a Global Security, will
be the Depository or a nominee of the Depository.) Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holder on such Regular Record Date and may either be paid to the
person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice of which shall be
given to the Registered Holders of Securities of this Series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which this Security may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

If an Interest Payment Date would otherwise fall on a date that is not a
Market Day (as defined herein), such Interest Payment Date will be the next
succeeding Market Day (or, if the interest rate basis specified above is LIBOR,
if such day falls in the next calendar month, the next preceding Market Day).
Any

-3-
<PAGE> 4
payment on this Security due on any day which is not a Business Day (as defined
herein) in Boston, Massachusetts or New York, New York need not be made on such
day, but may be made on the next succeeding such Business Day with the same
force and effect as if made on such due date, and no interest shall accrue for
the period from and after such date.

The principal amount hereof and Interest due at Maturity will be paid upon
Maturity in immediately available funds by wire transfer against presentation of
this Security at the office or agency of State Street Bank and Trust Company as
Trustee and Paying Agent located at Two International Place, Boston,
Massachusetts 02110, or at such office in New York, New York as the Trustee
shall designate by written notice to the registered Holder of this Security.
The Company may treat the person in whose name this Security is registered as
the owner of this Security for the purpose of receiving payments of principal,
premium (if any) and interest on this Security and for all purposes whatsoever.

-4-
<PAGE> 5
Reverse of Security
-------------------

This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of August 15, 1994 as supplemented by
the First Supplemental Indenture dated as of September 30, 1994 (herein
referred to as the "Indenture"), among the Company, XTRA Corporation, as
Guarantor (herein called a "Guarantor," which term includes any successor
Guarantor to XTRA Corporation under the Indenture), the Trustee and, as to the
First Supplemental Indenture, XTRA Missouri, Inc., as Guarantor (herein called
a "Guarantor", which term involves any successor corporation to XTRA Missouri,
Inc. under the Indenture and, together with XTRA Corporation, the
"Guarantors"), to which Indenture reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Guarantors, the Trustee and the Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face
hereof.

The rate of interest on this Security will be reset and become effective
weekly, monthly, quarterly, semiannually or annually (each an "Interest Reset
Period"), as set forth on the face hereof depending on the Interest Reset
Period specified

-5-
<PAGE> 6
herein; provided, however, that (i) the interest rate in effect from the
Original Issue Date to the first Interest Reset Date (as defined below) will be
the Initial Interest Rate, and (ii) the interest rate in effect for the ten
days immediately before Stated Maturity of this security will be that in effect
hereon on the tenth day preceding such Stated Maturity. Except as provided in
the next sentence, the date or dates on which interest will reset (each an
"Interest Reset Date") will be, if this Security resets weekly (unless the
Interest Rate Basis for this Security is the Treasury Rate), the Wednesday of
each week; if this Security resets weekly and the Interest Rate Basis for this
Security is the Treasury Rate, the Tuesday of each week (except as provided
below); if this Security resets monthly, the third Wednesday of each month; if
this Security resets quarterly, the third Wednesday of each March, June,
September and December; if this Security resets semiannually, the third
Wednesday of two months of each year, as specified herein; and if this Security
resets annually, the third Wednesday of one month of each year, as specified
herein. If any Interest Reset Date would otherwise be a day that is not a
Market Day for this Security, the Interest Reset Date shall be postponed to the
next day that is a Market Day for this Security, except that if the Interest
Rate Basis specified herein is LIBOR and such next succeeding such Market Day
is the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Market Day for this Security.

"Market Day" means, for any Security other than a Security the rate of
interest on which shall be determined in accordance with the provisions under
the heading "LIBOR" below, any Business Day, and, for any Security the rate of
interest on which shall be determined in accordance with the provisions under
the heading "LIBOR" below, any such Business Day on which dealings in deposits
in U.S. dollars are transacted in the London interbank market. "Business Day",
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in Boston, Massachusetts or New York, New York
are authorized or obligated by law or executive order to close.

The rate of interest on this Security in effect on any day on or after the
first Interest Reset Date shall equal either (i) if such day is an Interest
Reset Date, the interest rate for such Interest Reset Date or (ii) if such day
is not an Interest Reset Date, the interest rate for the immediately preceding
Interest

-6-
<PAGE> 7
Reset Date; PROVIDED, HOWEVER, that the interest rate in effect for the ten
days immediately before the Stated Maturity of this Security will be that in
effect hereon on the tenth day preceding such stated Maturity.

Except as otherwise specified in this paragraph, the rate of interest on
this security for each Interest Reset Date shall be the rate determined in
accordance with the provisions below under the heading below corresponding to
the Interest Rate Basis specified herein:

COMMERCIAL PAPER RATE. If the Interest Rate Basis of this Security is the
Commercial Paper Rate, the interest rate hereon for any Interest Reset
Date shall equal (a) the Money Market Yield (calculated as described
below) of the per annum rate (quoted on a bank discount basis) for the
relevant Commercial Paper Interest Determination Date for commercial paper
having the Index Maturity specified herein, (i) as such rate is published
by the Board of Governors of the Federal Reserve System in "Statistical
Release H.15(519), Selected Interest Rates" or any successor publication
of the Board of governors of the Federal Reserve System ("H.15(519)")
under the heading "Commercial Paper" or (ii) if such rate is not published
before 9:00 A.M., New York City time, on the relevant Calculation Date,
then as such rate is published by the Federal Reserve Bank of New York in
its daily statistical release, "Composite 3:30 P.M. Quotations for U.S.
Government Securities" or any successor publication published by the
Federal Reserve Bank of New York ("Composite Quotations") under the
heading "Commercial Paper" or (b) if by 3:00 P.M. New York City time, on
such Calculation Date, such rate is not yet published in either H.15(519)
or Composite Quotations, the Money Market Yield of the arithmetic mean of
the offered per annum rates (quoted on a bank discount basis) as of 11:00
A.M., New York City time, on such Commercial Paper Interest Determination
Date, of three leading dealers of commercial paper in The City of New York
selected by the Calculation Agent for commercial paper of the Index
Maturity specified herein placed for an industrial issuer whose bond
rating is "AA", or the equivalent, from a nationally recognized rating
agency, in any of the above cases (a) or (b) as adjusted (x) by the
addition or subtraction of the Spread, if any, specified herein, and then
(y) by the

-7-
<PAGE> 8
multiplication by the Spread Multiplier, if any, specified herein;
PROVIDED, HOWEVER, that, if fewer than three dealers selected as provided
above by the Calculation Agent are quoting as mentioned in this sentence,
the interest rate herein for such Interest Reset Date will be the interest
rate hereon in effect on such Commercial Paper Interest Determination Date
(or, in the case of the first Interest Reset Date, the Initial Interest
Rate). "Money Market Yield" shall be a yield (expressed an a percentage)
calculated in accordance with the following formula:

Money Market Yield = 100 x 360 x D
-------
360 - (D x M)

where "D" refers to the per annum rate for commercial paper, quoted on a
bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the interest period for which the interest is
being calculated.

PRIME RATE. If the Interest Rate Basis of this Security is the Prime
Rate, the interest rate hereon for any Interest Reset Date shall equal
(a)(i) the rate for the relevant Prime Rate Interest Determination Date
set forth in H.15(519) under the heading "Bank Prime Loan", or (ii) if
such rate is not published before 9:00 A.M., New York City time, on the
relevant Calculation Date, then the arithmetic mean of the rates of
interest publicly announced by each bank that appears on the display
designated as page "NYMF" on the Reuters Monitor Money Rates Service (or
such other page as may replace the NYMF page on that services for the
purpose of displaying prime rates or base lending rates of major United
States banks) ("Reuters Screen NYMF Page") as such bank's prime rate or
base lending rate as in effect for such Prime Rate Interest Determination
Date as quoted on the Reuters Screen NYMF Page on such Prime Rate Interest
Determination Date or (b) if fewer than four such rates appear on the
Reuters Screen NYMF Page on such Prime Rate Interest Determination Date,
the arithmetic mean of the prime rates or base lending rates (quoted on
the basis of the actual number of days in the year divided by a 360-day
year) as of the close of business on such Prime Rate Interest
Determination Date by three major banks in The City of New York selected
by the Calculation Agent, in any of the above cases (a) or (b)

-8-
<PAGE> 9
as adjusted (x) by the addition or subtraction of the Spread, if any,
specified herein, and then (y) by the multiplication by the Spread
Multiplier, if any, specified herein; PROVIDED, HOWEVER, that, if fewer
than three banks selected as provided above by the Calculation Agent are
quoting as mentioned in this sentence, the interest rate hereon for such
Interest Reset Date will be the interest rate hereon in effect on such
Prime Rate Interest Determination Date (or in the case of the first
Interest Reset Date, the Initial Interest Rate).

LIBOR. If the Interest Rate Basis of this Security is LIBOR, the interest
rate hereon for any Interest Reset Date shall be determined in accordance
with the following provisions:

(a) On the relevant LIBOR Interest Determination Date, the interest rate
will be determined on the basis of the arithmetic mean of the offered
rates for deposits of not less than U.S. $1,000,000 having the Index
Maturity specified herein, commencing on the second Market Day immediately
following such LIBOR Interest Determination Date, that appear on the
display designated as page "LIBO" on the Reuter Monitor Money Rates
Service (or such other page as may replace the LIBO page on that service
for the purpose of displaying London interbank offered rates of major
banks) ("Reuters Screen LIBO Page") as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date, if at least two such offered rates
appear on the Reuters Screen LIBO Page, adjusted (x) by the addition or
subtraction of the Spread, if any, specified herein, and then (y) by the
multiplication by the Spread Multiplier, if any, specified herein. If
fewer than two offered rates appear, the interest rate hereon for such
LIBOR Interest Reset Date will be determined as described in (b) below.

(b) For a LIBOR Interest Determination Date on which fewer than two
offered rates for the Index Maturity specified herein appear on the
Reuters Screen LIBO Page as described in (a) above, the interest rate
hereon will be determined on the basis of the rates at approximately 11:00
A.M., London time, on such LIBOR Interest Determination Date at which
deposits in U.S. dollars for the period of the Index Maturity specified
herein are offered to prime banks in the London interbank market by four
major banks in the London interbank

-9-
<PAGE> 10
market selected by the Calculation Agent commencing on the second Market
Day immediately following such LIBOR Interest Determination Date and in a
principal amount equal to an amount of not less than U.S. $1,000,000 that
in the Calculation Agent's judgment is representative for a single
transaction in such market at such time (a "Representative Amount"). The
Calculation Agent will request the principal London office of each of such
banks to provide a quotation of its rate. If at least two such quotations
are provided, the interest rate hereon with respect to such Interest Reset
Date will be the arithmetic mean of such quotations, as adjusted (x) by
the addition or subtraction of the Spread, if any, specified herein, and
then (y) by the multiplication by the Spread multiplier, if any, specified
herein. If fewer than two quotations are provided, the interest rate
hereon for such Interest Reset Date will be the arithmetic mean of the
rates quoted at approximately 11:00 A.M., New York City time, on such
LIBOR Interest Determination Date by three major banks in The City of New
York, selected by the Calculation Agent, for loans in U.S. dollars to
leading European banks having the Index Maturity specified herein
commencing on the Interest Reset Date and in a Representative Amount, as
adjusted (x) by the addition or subtraction of the Spread, if any,
specified herein, and then (y) by the multiplication by the Spread
Multiplier, if any, specified herein; PROVIDED, HOWEVER, that, if fewer
than three banks selected as provided above by the Calculation Agent are
quoting as mentioned in this sentence, the interest rate hereon for such
Interest Reset Date will be the interest rate hereon in effect on such
LIBOR Interest Determination Date (or, in the case of the first Interest
Reset Date, the Initial Interest Rate).

TREASURY RATE. If the Interest Rate Basis of this Security is the
Treasury Rate, the interest rate hereon for any Interest Reset Date shall
equal (a) the rate for the auction on the relevant Treasury Interest
Determination Date of direct obligations of the United States ("Treasury
Bills") having the Index Maturity specified herein, (i) as such rate is
published in H.15(519) under the heading "U.S. Government
Securities/Treasury Bills/Auction Average (Investment)" or (ii) if such
rate is not so published by 9:00 A.M., New York City time, on the relevant
Calculation Date, then the auction average rate (expressed as a bond
equivalent, on the basis of

-10-
<PAGE> 11
a year of 365 or 366 days, as applicable, and applied on a daily basis)
for such auction as otherwise announced by the United States Department of
the Treasury or (b) if the results of such auction of Treasury bills
having the Index Maturity specified herein are not published or reported
as provided above by 3:00 P.M., New York City time, on such Calculation
Date or if no such auction is held during such week, then the rate set
forth in H.15(519) for the relevant Treasury Interest Determination Date
for the Index Maturity specified herein under the heading "U.S. Government
Securities/Treasury Bills/Secondary Market" or (c) if such rate is not so
published by 3:00 p.m., New York City time, on the relevant Calculation
Date, then the yield to maturity (expressed as a bond equivalent, on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) of the arithmetic mean of the secondary market bid rates as of
approximately 3:30 P.M., New York City time, on such Treasury Interest
Determination Date, of three primary United States government securities
dealers in The City of New York selected by the Calculation Agent for the
issue of Treasury Bills with a remaining maturity closest to the Index
Maturity specified herein, in any of the above cases (a), (b) or (c) as
adjusted (x) by the addition or subtraction of the Spread, if any,
specified herein, and then (y) by the multiplication by the Spread
Multiplier, if any, specified herein; PROVIDED, HOWEVER, that, if fewer
than three dealers selected as provided above by the Calculation Agent are
quoting as mentioned in this sentence, the interest rate hereon for such
Interest Reset Date will be the interest rate hereon in effect on such
Treasury Interest Determination Date (or, in the case of the first
Interest Reset Date, the Initial Interest Rate).

CD RATE. If the Interest Rate Basis of this Security is the CD Rate, the
interest rate hereon for any Interest Reset Date shall equal (a) the rate
for the relevant CD Rate Interest Determination Date for negotiable
certificates of deposit having the Index Maturity specified herein (i) as
published in H.15(519) under the heading "CDs (Secondary Market)" or (ii)
if such rate is not published before 9:00 A.M., New York City time, on the
relevant Calculation Date, then the rate on such CD Rate Interest
Determination Date for negotiable certificates of deposit having the Index
Maturity specified

-11-
<PAGE> 12
herein as published in Composite Quotations under the heading
"Certificates of Deposit", or (b) if by 3:00 P.M., New York City time, on
such Calculation Date such rate is not published in either H.15(519) or
Composite Quotations, the arithmetic mean of the secondary market offered
rates, as of 10:00 A.M., New York City time, on such CD Rate Interest
Determination Date, of three leading nonbank dealers of negotiable U.S.
dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United
States money center banks with a remaining maturity closest to the Index
Maturity specified herein in a denomination of U.S. $5,000,000, in any of
the above cases (a) or (b) as adjusted (x) by the addition or subtraction
of the Spread, if any, specified herein, and then (y) by the
multiplication by the spread multiplier, if any, specified herein;
PROVIDED, HOWEVER, that, if fewer than three dealers selected as provided
above by the Calculation Agent are quoting as mentioned in this sentence,
the interest rate hereon for such Interest Reset Date will be the interest
rate hereon in effect on such CD Rate Interest Determination Date (or, in
the case of the first Interest Reset Date, the Initial Interest Rate).

FEDERAL FUNDS RATE. If the Interest Rate Basis of this security is the
Federal Funds Rate, the interest rate hereon for any Interest Reset Date
shall equal (a) the rate on the relevant Federal Funds Interest
Determination Date for Federal Funds (i) as published in H.15(519) under
the heading "Federal Funds (Effective)" or (ii) if such rate is not
published before 9:00 a.m., New York City time, on the relevant
Calculation Date, then the rate on such Federal Funds Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate" or (b) if by 3:00 p.m., New York City time,
on such Calculation Date such rate is not published in either H.15(519) or
Composite Quotations, the arithmetic mean of the rates, as of 9:00 a.m.,
New York City time, on such Federal Funds Interest Determination Date, for
the last transaction in overnight Federal Funds arranged by three leading
brokers of Federal Funds transactions in The City of New York selected by
the Calculation Agent, in any of the above cases (a) or (b) as adjusted
(x) by the addition or subtraction of the Spread, if any, specified
herein, and then (y) by the

-12-
<PAGE> 13
multiplication by the Spread Multiplier, if any, specified herein;
PROVIDED, HOWEVER, that, if fewer than three brokers selected as provided
above by the Calculation Agent are quoting as mentioned in this sentence,
the interest rate hereon for such Interest Reset Date will be the interest
rate hereon in effect on such Federal Funds Interest Determination Date
(or, in the case of the first Interest Reset Date, the Initial Interest
Rate).

Notwithstanding the foregoing, the interest rate hereon shall not be greater
than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate,
if any, specified herein. In addition, the interest rate hereon will in no
event be higher than the maximum rate permitted by applicable law.

The Company will at all times appoint and maintain a banking institution
that is not an Affiliate of the Company as Calculation Agent hereunder. The
Company has initially appointed The First National Bank of Boston as such
Calculation Agent and will give prompt written notice to the Trustee of any
change in such appointment. The Company will cause the Calculation Agent to
calculate the interest rate on this Security for any Interest Reset Date in
accordance with the foregoing on or before the Calculation Date pertaining to
the related Interest Determination Date. Except as otherwise provided herein,
all percentages resulting from any calculations will be rounded upwards, if
necessary, to the next higher one hundred-thousandth of a percentage point
(e.g., 9.876541% (or .09876541) being rounded to 9.87655% (or .0987655)), and
all U.S. dollar amounts used in or resulting from such calculations will be
rounded to the nearest cent (with one-- half cent being rounded upwards). The
Calculation Agent's determination of any interest rate will be final and
binding in the absence of manifest error.

Upon the request of the Holder of this Security, the Company will cause
the Calculation Agent to provide to such Holder the interest rate hereon then
in effect and, if determined, the interest rate hereon which will become
effective on the next Interest Reset Date.

The Interest Determination Date pertaining to an Interest Reset Date if
the rate of interest hereon shall be determined in accordance with the
provisions under the headings above entitled

-13-
<PAGE> 14
"Commercial Paper Rate" (the "Commercial Paper Interest Determination Date"),
"Prime Rate" (the "Prime Rate Interest Determination Date"), "LIBOR" (the
"LIBOR Interest Determination Date"), "CD Rate" (the "CD Rate Interest
Determination Date") and "Federal Funds Rate" (the "Federal Funds Interest
Determination Date") will be the second Market Day preceding such Interest
Reset Date. The Interest Determination Date pertaining to an Interest Reset
Date if the rate of interest hereon shall be determined in accordance with the
provisions under the heading above entitled "Treasury Rate" (the "Treasury
Interest Determination Date") will be the day of the week in which such
Interest Reset Date falls on which Treasury bills would normally be auctioned.
If, as the result of a legal holiday, an auction is held on the preceding
Friday, such Friday will be the Treasury Interest Determination Date pertaining
to the Interest Reset Date occurring in the next succeeding week. If an
auction date shall fall on any Interest Reset Date for a Treasury Rate
Security, then such Interest Reset Date shall instead be the first Market Day
immediately following such auction date.

The Calculation Date pertaining to any LIBOR Interest Determination Date
for any Security shall be such LIBOR Interest Determination Date, and the
Calculation Date pertaining to any other Interest Determination Date for any
Security shall be the tenth day after such Interest Determination Date or, if
any such day is not a Market Day for such Security, the next succeeding such
Market Day.

Payments of interest hereon with respect to any Interest Payment date will
include interest accrued to but excluding such Interest Payment Date; PROVIDED,
HOWEVER, that, if the Interest Reset Period with respect to this Security is
weekly, the interest payable on any Interest Payment Date, other than interest
payable on the date on which principal is payable, will include interest
accrued to but excluding the day following the next preceding Regular Record
Date.

Accrued interest hereon from the Original Issue Date or from the last date
to which interest has been paid or duly provided for is calculated by
multiplying the principal amount of this Security by an accrued interest
factor. Such accrued interest factor is computed by adding the interest factor
calculated for each day from the Original Issue Date, or from the last date to
which

-14-
<PAGE> 15
interest has been paid or duly provided for, but excluding the date for which
accrued interest is being calculated. The interest factor (expressed as a
decimal) for each such day is computed by dividing the interest rate (expressed
as a decimal) applicable to such day by 360 or, if the Interest Rate Basis for
this Security is the Treasury Rate, by the actual number of days in the year.

If an Event of Default with respect to the Securities of this series shall
occur and be continuing, the principal of the securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantors and the Trustee with the consent of the Holders of 66 2/3% in
principal amount of all Outstanding Securities at the time and of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of all the Securities and the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company, the
Guarantors, or both with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange

-15-
<PAGE> 16
herefore or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.

No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer,
the Company, the Guarantors or the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for

-16-
<PAGE> 17
all purposes, whether or not this Security be overdue, and neither the Company,
the Guarantors, the Trustee nor any such Agent shall be affected by notice to
the contrary.

All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

This Security shall be governed by and construed in accordance with the
laws of the State of New York.

-17-
<PAGE> 18
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

XTRA, INC.

Dated: By:
-------------------------------
Title: Vice President and
Chief Financial Officer

Attest:

----------------------------------
Title: Assistant Clerk

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series
designated in the within-mentioned Indenture
and referred to therein.

STATE STREET BANK AND TRUST COMPANY
as Trustee

By:
----------------------

Authorized Officer

Guarantee
---------

For value received, XTRA Corporation, a corporation organized under the
laws of the State of Delaware (herein called the

-18-
<PAGE> 19
"Guarantor," which term includes any successor corporation under the Indenture
referred to in the Security upon which this Guarantee is endorsed), hereby
unconditionally guarantees to the Holder of the Security upon which this
Guarantee is endorsed and to the Trustee on behalf of each such Holder the due
and punctual payment of the principal of, premium, if any, and interest on such
Security when and as the same shall become due and payable, whether at the
Stated Maturity, by declaration of acceleration, call for redemption or
otherwise, according to the terms thereof and of the Indenture referred to
therein. In case of the failure of XTRA, Inc., a corporation organized under
the laws of the State of Maine (herein called the "Company," which term
includes any successor corporation under such Indenture), punctually to make
any such payment of principal, premium (if any) or interest, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by the Company.

-19-
<PAGE> 20
The Guarantor shall be subrogated to all rights of the Holder of such
Security and the Trustee against the Company in respect of any amounts paid to
such Holder by the Guarantor pursuant to the provisions of this Guarantee;
PROVIDED, HOWEVER, that the Guarantor shall not be entitled to enforce, or to
receive any payments arising out of or based upon, such right of subrogation
until the principal of, premium (if any), and interest on all Securities issued
under such Indenture shall have been paid in full.

No reference herein to such Indenture and no provision of this Guarantee
or of such Indenture shall alter or impair the guarantee of the Guarantor,
which is absolute and unconditional, of the due and punctual payment of
principal, premium (if any), and interest on the Security upon which this
Guarantee is endorsed.

This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of the Security upon which this Guarantee is
endorsed shall have been manually executed by or on behalf of the Trustee under
such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall
have the meanings assigned to them in such Indenture.

This Guarantee 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 the State of New York.

Executed and dated the date on the face hereof.

XTRA CORPORATION

By:
-------------------------
Title: Vice President
and Chief Financial Officer

Attest:

-20-
<PAGE> 21
-------------------------
Secretary

Guarantee
---------

-21-
<PAGE> 22
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to such Security or the indebtedness evidenced
thereby and all demands whatsoever, and covenants that this Guarantee will not
be discharged except by strict and complete performance of the obligations
contained in such Security and this Guarantee.

The Guarantor shall be subrogated to all rights of the Holder of such
Security and the Trustee against the Company in respect of any amounts paid to
such Holder by the Guarantor pursuant to the provisions of this Guarantee;
PROVIDED, HOWEVER, that the Guarantor shall not be entitled to enforce, or to
receive any payments arising out of or based upon, such right of subrogation
until the principal of, premium (if any), and interest on all Securities issued
under such Indenture shall have been paid in full.

No reference herein to such Indenture and no provision of this Guarantee
or of such Indenture shall alter or impair the guarantee of the Guarantor,
which is absolute and unconditional, of the due and punctual payment of
principal, premium (if any), and interest on the Security upon which this
Guarantee is endorsed.

This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of the Security upon which this Guarantee is
endorsed shall have been manually executed by or on behalf of the Trustee under
such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall
have the meanings assigned to them in such Indenture.

This Guarantee 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 the State of New York.

Executed and dated the date on the face hereof.

XTRA MISSOURI, INC.

-22-
<PAGE> 23
By:
-------------------------
Title: President

Attest:

-------------------------
Secretary

-23-
<PAGE> 24
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

Additional abbreviations may also be used though not in the above list.

_______________________________________

FOR VALUE RECEIVED I or we sell, assign and transfer to

INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:

- ------------------------------

- --------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee)

- --------------------------------------------------------------------------------

this Security and all rights hereunder and irrevocably appoint _____________
attorney to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

Dated: Signed:
------------------------ ------------------------------
Signature(s) Guaranteed by: (Sign exactly as name appears
on the other side of this
Note)

-24-
<PAGE> 25

NOTICE: The signature(s) to this assignment must correspond with the name as
it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.

-25-

<PAGE> 1

Exhibit 5

Ropes & Gray
One International Place
Boston, MA 02110-2624

December 22, 1995

XTRA Corporation
XTRA, Inc.
XTRA Missouri, Inc.
60 State Street
Boston, Massachusetts 02108

Re: XTRA Corporation, XTRA, Inc. and XTRA Missouri, Inc.
- $655,000,000 aggregate amount of Securities
--------------------------------------------------------

Ladies and Gentlemen:

You have asked our opinion concerning the proposed issue by XTRA
Corporation (the "Company") of (i) shares of its preferred stock, no
par value (the "New Preferred Stock"), in one or more series and/or
(ii) shares of its common stock, par value $0.50 per share (the "New
Common Stock"), and the proposed issue by XTRA, Inc. ("XTRA, Inc.")
of its debt securities (the "New Debt Securities"), which may be
either senior debt securities ("Senior Securities") or subordinated
debt securities ("Subordinated Securities"), consisting of unsecured
debentures, notes and/or other evidences of indebtedness, in one or
more series, to be unconditionally guaranteed on a senior or
subordinated basis, as the case may be, as to the payment of principal
of, premium, if any, and interest on the New Debt Securities by the
Company and XTRA Missouri, Inc. (the "Guarantees"), which Senior
Securities are to be issued under an indenture dated as of
August 15, 1994 (the "Original Senior Indenture") among XTRA, Inc.,
the Company, as guarantor, and the First National Bank of Boston, as
trustee, as supplemented by the First Supplemental Indenture dated as
of September 30, 1994 among XTRA, Inc., the Company, as guarantor,
XTRA Missouri, Inc., as guarantor, and the Bank of Boston (together
with the Original Senior Indenture, the "Senior Indenture"), and
which Subordinated Securities are to be issued under an indenture
(the "Subordinated Indenture") among XTRA, Inc., the Company, as
guarantor, XTRA Missouri, Inc., as guarantor, and a trustee to be
designated (the "Subordinated Trustee") (the New Preferred Stock, the
New Common Stock, the Guarantees and the New Debt Securities are
referred to herein collectively as the "Securities"). On October 2,
1995, State Street Bank and Trust Company succeeded to all or
substantially all of the corporate trust business of the Bank of
Boston, thereby becoming the successor trustee pursuant to the terms
of the Senior Indenture (hereinafter the "Senior Trustee" and,
together with the Subordinated Trustee, the "Trustees"). The
Securities are to be issued at an aggregate initial offering price
not to exceed $655,000,000.

We have acted as counsel for the Company, XTRA, Inc. and XTRA
Missouri, Inc. in connection with the proposed issue and sale of the
Securities. We are familiar with the proceedings taken by the Company,
XTRA, Inc. and XTRA Missouri, Inc. in respect thereof and have examined
originals or certified or attested copies of such certificates,
records and
<PAGE> 2

XTRA Corporation
XTRA, Inc.
XTRA Missouri, Inc. -2- December 22, 1995

documents as we have deemed necessary for the purposes of this opinion.

Basing our opinion on the foregoing, we are of the opinion that:

(1) when the Registration Statement relating to the Securities
filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, has been declared effective,
no further authorization, consent or approval by any regulatory
authority will be required for the valid issuance and sale of the
Securities (except under the so-called "blue sky" or securities
laws of the several states, as to the applicability of which we
express no opinion);

(2) When the Board of Directors of the Company and/or XTRA,
Inc. or committees designated thereby, have determined the price
and other terms and conditions relating to the issue and sale of
the Securities, the Securities will have been duly authorized by
the Company, XTRA, Inc. and XTRA Missouri, Inc.;

(3) upon the execution and filing with the Trustees of the
proper papers, the Senior Securities and the related Guarantees
and the Subordinated Securities and the related Guarantees will
be issuable under the terms of their respective Indentures;

(4) upon the execution, certification and delivery of the
Senior Securities and the related Guarantees in accordance with
the corporate authorization referred to above and in accordance
with the Senior Indenture, the Senior Securities will be valid
and legally binding obligations of XTRA, Inc. and the related
Guarantees will be the valid and legally binding obligations of
the Company and XTRA Missouri, Inc., and the Senior Securities and
related Guarantees will be entitled to the benefits provided by
the Senior Indenture together with any other series of Senior
Securities and Guarantees thereof and which may hereafter be
issued thereunder pursuant to the terms thereof; except that
enforcement of the rights and remedies created thereby is subject
to bankruptcy, reorganization, insolvency or similar laws
affecting creditors' rights generally, as may from time to time
be in effect, and by the availability of specific performance or
of injunctive relief, which is subject to the discretion of the
court before which any proceeding may be brought;

(5) upon the execution, certification and delivery of the
Subordinated Securities and the related Guarantees in

<PAGE> 3

XTRA Corporation
XTRA, Inc.
XTRA Missouri, Inc. -3- December 22, 1995

accordance with the corporate authorization referred to above and in
accordance with the Subordinated Indenture, the Subordinated Securities
will be valid and legally binding obligations of XTRA, Inc. and the
related Guarantees will be the valid and legally binding obligations of
the Company and XTRA Missouri, Inc., and the Subordinated Securities
and related Guarantees will be entitled to the benefits provided by the
Subordinated Indenture together with any other series of Subordinated
Securities and Guarantees thereof and which may hereafter be issued
thereunder pursuant to the terms thereof; except that enforcement of
the rights and remedies created thereby is subject to bankruptcy,
reorganization, insolvancy or similar laws affecting creditors' rights
generally, as may from time to time be in effect, and by the
availability of specific performance or of injunctive relief, which is
subject to the discretion of the court before which any proceeding may
be brought;

(6) upon the issuance by the Company of the New Common Stock
against payment of the agreed consideration in accordance with the
corporate authorization referred to above, the New Common Stock will be
validly issued, fully paid and nonassessable; and

(7) upon the issuance by the Company of the New Preferred Stock
against payment of the agreed consideration in accordance with the
corporate authorization referred to above, the New Preferred Stock will
be validly issued, fully paid and nonassessable.

We understand that this opinion is to be used in connection with the
Company's, XTRA, Inc.'s and XTRA Missouri, Inc.'s joint Registration Statement
relating to the Securities to be filed under the Securities Act of 1933, as
amended. We consent to the filing of this opinion with and as part of said
Registration Statement and the use of our name therein and in the related
Prospectus under the caption "Validity of Securities."

Very truly yours,

/s/ ROPES & GRAY
----------------
Ropes & Gray

<PAGE> 1
<TABLE>
Exhibit 12.1

XTRA CORPORATION
STATEMENT OF THE CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
------------------------------------------------------------------
(Thousands of dollars)

Fiscal Year Ended September 30,
--------------------------------------------
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
<C> <C> <C> <C> <C>
EARNINGS
Income (loss) from
operations before
provision for income
taxes $ 28,056 $ 44,280 $ 72,360 $ 98,390 $ 97,990
Add: fixed charges 35,261 25,546 43,997 36,161 41,833
-------- -------- -------- -------- --------
$ 63,317 $ 69,826 $116,357 $134,551 $139,823
======== ======== ======== ======== ========
FIXED CHARGES
Interest expense $ 30,516 $ 21,129 $ 38,815 $ 33,940 $ 41,433
Interest portion
of rent expense 4,745 4,417 5,182 2,221 400
-------- -------- -------- -------- --------
$ 35,261 $ 25,546 $ 43,997 $ 36,161 $ 41,833
======== ======== ======== ======== ========

Ratio of Earnings to
Fixed Charges 1.8x 2.7x 2.6x 3.7x 3.3x
======== ======== ======== ======== ========
<FN>
Note: For purposes of computing the ratio of earnings to fixed charges, "earnings" represents income (loss) from
operations before taxes plus fixed charges. "Fixed charges" for operations consist of interest on indebtedness and
the portion of rental expense which represents interest.
</TABLE>

<PAGE> 1
<TABLE>
Exhibit 12.2

XTRA CORPORATION
STATEMENT OF THE CALCULATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
---------------------------------------------------------------------------
AND PREFERRED STOCK DIVIDENDS
-----------------------------
(Thousands of dollars)

<CAPTION>
Fiscal Year Ended September 30,
------------------------------------------------------
1991 1992 1993 1994* 1995*
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>

EARNINGS
Income (loss) from
operations before
provision for income
taxes $ 28,056 $ 44,280 $ 72,360 $ -- $ --
Add: Fixed charges, excluding
such charges not deducted in
the determination of pre-tax
income 35,261 25,546 43,997 -- --
-------- -------- -------- -------- --------

$ 63,317 $ 69,826 $116,357 $ -- $ --
======== ======== ======== ======== ========
FIXED CHARGES
Interest expense $ 30,516 $ 21,129 $ 38,815 -- --
Interest portion
of rent expense 4,745 4,417 5,182 -- --
Pretax earnings required
to cover preferred
dividend requirements 7,925 7,934 8,923 -- --
-------- -------- -------- -------- --------
$ 43,186 $ 33,480 $ 52,920 -- $ --
======== ======== ======== ======== ========

Ratio of Earnings to Combined
Fixed Charges and
Preferred Stock
Dividends 1.5x 2.1x 2.2x -- --
======== ======== ======== ======== ========
<FN>
Note: For purposes of computing the ratio of earnings to combined fixed charges and preferred stock dividends, "earnings"
represents income (loss) from operations before taxes plus fixed charges. "Fixed charges" for operations consist of
interest on indebtedness and the portion of rental expense which represents interest and the amount of pre-tax
income necessary to cover preferred stock dividends.

* No shares of preferred stock were outstanding during the indicated period.

</TABLE>

<PAGE> 1
<TABLE>
Exhibit 12.3

XTRA, Inc.
STATEMENT OF THE CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
------------------------------------------------------------------
(Thousands of dollars)

Fiscal Year Ended September 30,
--------------------------------------------------------
1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>

EARNINGS
Income (loss) from
operations before
provision for income
taxes $ 28,056 $ 44,280 $ 72,360 $ 98,382 $ 97,870
Add: Fixed charges 35,261 25,546 43,997 36,161 41,833
-------- -------- -------- -------- --------
$ 63,317 $ 69,826 $116,357 $134,543 $139,703
======== ======== ======== ======== ========
FIXED CHARGES
Interest expense $ 30,516 $ 21,129 $ 38,815 $ 33,940 $ 41,433
Interest portion
of rent expense 4,745 4,417 5,182 2,221 400
-------- -------- -------- -------- --------
$ 35,261 $ 25,546 $ 43,997 $ 36,161 $ 41,833
======== ======== ======== ======== ========

Ratio of Earnings
to Fixed Charges 1.8x 2.7x 2.6x 3.7x 3.3x
======== ======== ======== ======== ========
<FN>
Note: For purposes of computing the ratio of earnings to fixed charges, "earnings" represents
income (loss) from operations before taxes plus fixed charges. "Fixed charges" for operations
consist of interest on indebtedness and the portion of rental expense which represents interest.

</TABLE>

<PAGE> 1
<TABLE>
<CAPTION>
Exhibit 12.4

XTRA MISSOURI, INC.
STATEMENT OF THE CALCULATION OF EARNINGS TO FIXED CHARGES
---------------------------------------------------------

Fiscal Year Ended September 30,
--------------------------------
1994 1995
------- -------
<S> <C> <C>
EARNINGS
Income from operations before provision for income taxes 98,390 97,990
Add: Fixed Charges (below) 36,161 41,833
------- -------
134,551 139,823
======= =======

FIXED CHARGES
Interest expense 33,940 41,433
Interest portion of
rent expense 2,221 400
------- -------
36,161 41,833
======= =======

Ratio of Earnings to
Fixed Charges 3.7x 3.3x
======= =======

<FN>
For purposes of computing the ratio of earnings to fixed charges, "earnings" represents income
from operations before taxes plus fixed charges. "Fixed charges" for operations consist of
interest on indebtedness and the portion of rental expense which represents interest.

</TABLE>

<PAGE> 1

Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
November 15, 1995 included in XTRA Corporation's Form 10-K for the year ended
September 30, 1995 and to all references to our Firm included in this
registration statement.

/s/ ARTHUR ANDERSEN LLP

Boston, Massachusetts
December 19, 1995

<PAGE> 1
EXHIBIT 23.2

[DELOITTE & TOUCHE LLP LETTERHEAD]

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
XTRA Corporation on this Form S-3 of our report dated January 27, 1995 (except
for Note 12, as to which the date is June 15, 1995) on the consolidated
financial statements of Matson Leasing Company, Inc. for the years ended
December 31, 1994 and 1993, appearing in the Current Report on Form 8-K dated
June 20, 1995 of XTRA Corporation and to the reference to us under the heading
"Expert" in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

December 19, 1995
San Francisco, California

<PAGE> 1
Exhibit 25

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------
FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2)

STATE STREET BANK AND TRUST COMPANY
(Exact name of trustee as specified in its charter)

Massachusetts 04-1867445
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)

225 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)

John R. Towers, Esq. Senior Vice President and Corporate Secretary
225 Franklin Street, Boston, Massachusetts 02110
(617) 654-3253
(Name, address and telephone number of agent for service)

XTRA CORPORATION XTRA, INC. XTRA MISSOURI, INC.

(Exact name of obligor as specified in its charter)

Delaware Maine Delaware

(State or other jurisdiction of incorporation or organization)

c/o X-L-CO, Inc. c/o X-L-Co., Inc. 8 Victory Lane
60 State Street 60 State Street Liberty, MO 64068
Boston, MA 02110 Boston, MA 02110

(Address of principal executive offices) (Zip code)

06-0954158 01-0346274 43-1689298

(I.R.S. Employer Identification No.)

---------

DEBT SECURITIES OF XTRA, INC.
GUARANTEES OF XTRA CORPORATION
GUARANTEES OF XTRA MISSOURI, INC.
(Title of indenture securities)

<PAGE> 2

GENERAL

ITEM 1. GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

Department of Banking and Insurance of The Commonwealth of
Massachusetts, 100 Cambridge Street, Boston, Massachusetts.

Board of Governors of the Federal Reserve System, Washington,
D.C., Federal Deposit Insurance Corporation, Washington, D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

None of the obligors is an affiliate of the trustee or of its
parent, State Street Boston Corporation.

(See Note on page 6.)

ITEM 3. VOTING SECURITIES OF THE TRUSTEE.

FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES
OF THE TRUSTEE:

As of: November 15, 1995

Col. A Col. B

Title of Class Amount outstanding

Not applicable.

ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.

IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:

(a) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE.

Not applicable.

(b) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM
THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(b)(1) OF THE ACT
ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH OTHER INDENTURE, INCLUDING
A STATEMENT AS TO HOW THE INDENTURE SECURITIES WILL RANK AS COMPARED WITH THE
SECURITIES ISSUED UNDER SUCH OTHER INDENTURE.

Not applicable.

1
<PAGE> 3

ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE
OBLIGOR OR UNDERWRITERS.

IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE
TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE OR REPRESENTATIVE
OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON
HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.

Not applicable.

ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.

FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR:

<TABLE>
As of: November 15, 1995
<CAPTION>
Col. A Col. B Col. C Col. D
<S> <C> <C> <C>
Name of Title of Amount owned Percentage of
owner class beneficially voting securities
represented by
amount given in
Col. C
Not applicable.
</TABLE>

ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.

FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER:

2
<PAGE> 4

ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE
TRUSTEE:

<TABLE>
As of: November 15, 1995
<CAPTION>
Col. A Col. B Col. C Col. D
<S> <C> <C> <C>
Title of Whether Amount owned Percent of
class the securities beneficially class repre-
are voting or or held as sented by
non-voting collateral security amount given
securities for obligations in Col. C
in default

Not applicable.
</TABLE>

ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR, FURNISH
THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH UNDERWRITER ANY
OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE:

<TABLE>
As of: November 15, 1995
<CAPTION>
Col. A Col. B Col. C Col. D
<S> <C> <C> <C>
Title of Amount Amount owned Percent of
issuer outstanding beneficially class represented
and title or held as by amount
of class collateral security given in Col. C
for obligations in
default by trustee

Not applicable.
</TABLE>

ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF
CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR
OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON:

Not applicable.
</TABLE>

3
<PAGE> 5

ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A
PERSON OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE
OBLIGOR.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON
ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE:

Not applicable.
</TABLE>

ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
TRUSTEE, FURNISH THE FOLLOWING INFORMATION:

<TABLE>
As of: November 15, 1995
<CAPTION>
Col. A Col. B Col. C
<S> <C> <C>
Nature of Amount Date due
indebtedness outstanding

Not applicable.
</TABLE>

ITEM 13. DEFAULTS BY THE OBLIGOR.

(a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.

Not applicable.

(b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS A TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.

To the best of the knowledge of the Trustee, there has not been
a default under any such indenture or series.

4
<PAGE> 6

ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.

IF AN UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

Not applicable.

ITEM 15. FOREIGN TRUSTEE.

IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED
UNDER THE ACT.

Not applicable.

ITEM 16. LIST OF EXHIBITS.

LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF
ELIGIBILITY.

1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN
EFFECT.

A copy of the Articles of Association of the trustee, as now in
effect, is on file with the Securities and Exchange Commission
as Exhibit 1 to Amendment No. 1 to the Statement of Eligibility
and Qualification of Trustee (Form T-1) filed with Registration
Statement of Morse Shoe, Inc. (File No. 22-17940) and is
incorporated herein by reference thereto.

2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.

A copy of a Statement from the Commissioner of Banks of
Massachusetts that no certificate of authority for the trustee
to commence business was necessary or issued is on file with the
Securities and Exchange Commission as Exhibit 2 to Amendment No.
1 to the Statement of Eligibility and Qualification of Trustee
(Form T-1) filed with Registration Statement of Morse Shoe, Inc.
(File No. 22-17940) and is incorporated herein by reference
thereto.

3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE
TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED
IN PARAGRAPH (1) OR (2) ABOVE.

A copy of the authorization of the trustee to exercise corporate
trust powers is on file with the Securities and Exchange
Commission as Exhibit 3 to Amendment No. 1 to the Statement of
Eligibility and Qualification of Trustee (Form T-1) filed with
Registration Statement of Morse Shoe, Inc. (File No. 22-17940)
and is incorporated herein by reference thereto.

4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.

A copy of the By-Laws of the trustee, as now in effect, is on
file with the Securities and Exchange Commission as Exhibit 4 to
the Statement of Eligibility and Qualification of Trustee (Form
T-1) filed with Registration Statement of Eastern Edison Company
(File No. 33-37823) and is incorporated herein by reference
thereto.

5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4, IF THE OBLIGOR IS IN
DEFAULT.

Not applicable.

5
<PAGE> 7

6. THE CONSENTS OF THE UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED BY
SECTION 321(b) OF THE ACT.

The consent of the trustee required by Section 321(b) of the Act
is annexed hereto as Exhibit 6 and made a part hereof.

7. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY.

A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising
or examining authority is annexed hereto as Exhibit 7 and made a
part hereof.

8. A COPY OF ANY ORDER PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED
UNDER THE ACT.

Not applicable.

9. FOREIGN TRUSTEES ARE REQUIRED TO FURNISH A CONSENT TO SERVICE OF
PROCESS.

Not applicable.

NOTE

The answers to this statement insofar as such answers relate to persons
who are affiliates of the obligors are based upon information furnished to the
trustee by the obligors. While the trustee has no reason to doubt the accuracy
of any such information, it cannot accept any responsibility therefor.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, State Street Bank and Trust Company, a corporation organized and
existing under the laws of The Commonwealth of Massachusetts, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Boston and The Commonwealth of
Massachusetts, on the 16th day of November, 1995.

STATE STREET BANK AND TRUST COMPANY

By /s/ Ruth A. Smith
--------------------------------
Ruth A. Smith
Assistant Vice President

6
<PAGE> 8
EXHIBIT 6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939 in connection with the proposed issuance by XTRA, INC., of its Debt
Securities we consent that reports of examination by Federal, State, Territorial
or District authorities may be furnished by such authorities to the Securities
and Exchange Commission upon request therefor.

STATE STREET BANK AND TRUST COMPANY

By /s/ Ruth A. Smith
---------------------------------
Ruth A. Smith
Assistant Vice President

Dated: November 16, 1995

<PAGE> 9

EXHIBIT 7

Consolidated Report of Condition of State Street Bank and Trust Company of
Boston, Massachusetts and foreign and domestic subsidiaries, a state banking
institution organized and operating under the banking laws of this commonwealth
and a member of the Federal Reserve System, at the close of business December
31, 1995, published in accordance with a call made by the Federal Reserve Bank
of this District pursuant to the provisions of the Federal Reserve Act and in
accordance with a call made by the Commissioner of Banks under General Laws,
Chapter 172, Section 22(a).

<TABLE>
<CAPTION>
THOUSANDS OF
DOLLARS
-------
<S> <C> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.................................. 942,661
Interest-bearing balances........................................................... 4,843,628
Securities................................................................................... 8,410,339
Federal funds sold and securities purchased under agreements
to resell in domestic offices of the bank and of its Edge
subsidiary................................................................................. 2,240,374
Loans and lease financing receivables:
Loans and leases, net of unearned income................... 3,257,795
Allowance for loan and lease losses........................ 38,184
Loans and leases, net of unearned income and
allowance......................................................................... 3,199,611
Assets held in trading accounts.............................................................. 825,549
Premises and fixed assets.................................................................... 375,086
Other real estate owned...................................................................... 4,359
Investments in unconsolidated subsidiaries................................................... 25,051
Customers' liability to this bank on acceptances outstanding................................. 55,358
Intangible Assets............................................................................ 34,862
Other Assets................................................................................. 653,750
Total Assets................................................................................. 21,610,628
==========
LIABILITIES
Deposits:
In domestic offices................................................................. 5,946,262
Noninterest-bearing............................... 4,175,167
Interest-bearing.................................. 1,771,095
In foreign offices and Edge subsidiary.............................................. 8,147,182
Noninterest-bearing............................... 44,817
Interest-bearing.................................. 8,102,365
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the
bank and of its Edge subsidiary............................................................ 4,912,704
Demand notes issued to the U.S. Treasury and Trading Liabilities............................. 423,324
Other borrowed money......................................................................... 386,049
Bank's liability on acceptances executed and outstanding..................................... 55,621
Other liabilities............................................................................ 530,536
----------

Total liabilities:........................................................................... 20,401,678
==========
EQUITY CAPITAL
Common Stock................................................................................. 28,043
Surplus .................................................................................... 177,736
Undivided profits............................................................................ 1,003,171
----------

Total equity capital......................................................................... 1,208,950
----------

Total liabilities and equity capital......................................................... 21,610,628
==========
</TABLE>

I, Rex S. Schuette, Senior Vice President and Comptroller of the above named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.

Rex S. Schuette

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

David A. Spina
Marshall N. Carter
Charles F. Kaye