INDEMNITY AGREEMENT

This Indemnity Agreement (Agreement) is made as of September 28, 2006 by and between Interpool, Inc., a Delaware corporation (the Company), and Clifton H. W. Maloney (Indemnitee).

RECITALS

           WHEREAS, highly competent persons have become more reluctant to serve as directors or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

           WHEREAS, Article VI of the Amended and Restated By-laws of the Company and Article XII of the Amended and Restated Certificate of Incorporation of the Company provide for indemnification of the officers and directors of the Company. Officers and directors may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (DGCL). The indemnification provisions set forth therein are not exclusive, and contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification.

           WHEREAS, pursuant to resolutions of the Companys Board of Directors adopted on August 31, 2006 Indemnitee was appointed as a member of a Special Committee of the Board of Directors of the Company (the Special Committee) for the purpose of considering, negotiating the terms of and making recommendations to the Companys Board of Directors with respect to potential proposals to be made to acquire the Company (the Transaction);

           WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee to the fullest extent permitted by applicable law, as a supplement to and in furtherance of Article VI of the Amended and Restated By-laws of the Company and the Amended and Restated Certificate of Incorporation of the Company, so that Indemnitee will serve or continue to serve as a member of the Special Committee free from undue concern that Indemnitee will not be so indemnified.

           WHEREAS, in order to induce Indemnitee to serve as a member of the Special Committee and to accept the additional duties, responsibilities and burdens of such service, the Company wishes to provide Indemnitee with the compensation and indemnification arrangements set forth herein; and

           WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified hereunder.

           NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

           1.        Service on the Special Committee.  Indemnitee hereby agrees to serve as a member of the Special Committee so long as such appointment by the Board shall remain in effect. Indemnitee may, however, resign from such position at any time and for any reason or for no reason. The Companys obligation to indemnify Indemnitee as set forth in this Agreement shall continue in full force and effect notwithstanding any such termination of appointment or resignation.

           2.        Definitions.  As used in this Agreement:

                     (a)        With the exception of Section 21 of this Agreement, references to agent shall mean any person who is or was a director, officer, or employee of the Company or a Subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other business operation at the request of, for the convenience of, or to represent the interests of the Company or a Subsidiary of the Company.

                     (b)        Delaware Court shall mean the Court of Chancery of the State of Delaware.

                     (c)        Disinterested Director shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.

                     (d)        Expenses shall include attorneys fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other reasonable disbursements or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

                     (e)        Independent Counsel shall mean a law firm or a member of a law firm that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitees rights under this Agreement.

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