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                                                              Exhibit 10.28


                          FIRST SUPPLEMENTAL INDENTURE

                                     BETWEEN

                                 INTERPOOL, INC.

                                       AND

                        IBJ SCHRODER BANK & TRUST COMPANY

                          DATED AS OF JANUARY 27, 1997





                9 7/8% SERIES A AND SERIES B JUNIOR SUBORDINATED
                         DEFERRABLE INTEREST DEBENTURES
                              DUE FEBRUARY 15, 2027
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                          FIRST SUPPLEMENTAL INDENTURE


                  THIS FIRST SUPPLEMENTAL INDENTURE, dated as of January 27,
1997 (the "First Supplemental Indenture"), between INTERPOOL, INC., a Delaware
corporation (the "Company"), and IBJ SCHRODER BANK & TRUST COMPANY, as trustee
(the "Trustee") under the Indenture dated as of January 27, 1997 between the
Company and the Trustee (the "Indenture").

                  WHEREAS, the Company executed and delivered the Indenture to
the Trustee to provide for the issuance of the Company's unsecured junior
subordinated debentures to be issued from time to time in one or more series as
might be determined by the Company under the Indenture, in an unlimited
aggregate principal amount which may be authenticated and delivered as provided
in the Indenture;

                  WHEREAS, pursuant to the terms of the Indenture, the Company
desires to provide for (i) the establishment of a series of its securities to be
known as its 9 7/8% Series A Junior Subordinated Deferrable Interest Debentures
due February 15, 2027 (the "Series A Debentures") and (ii) the establishment of
a series of its securities to be known as its 9 7/8% Series B Junior
Subordinated Deferrable Interest Debentures due February 15, 2027, the form and
substance of all such Debentures and the terms, provisions and conditions
thereof to be set forth as provided in the Indenture and this First Supplemental
Indenture;

                  WHEREAS, under the terms of a Purchase Agreement dated as of
January 22, 1997 (the "Purchase Agreement"), among the Company, Interpool
Capital Trust (the "Trust") and the initial purchasers named therein (the
"Purchasers"), the Trust has agreed to sell to the Purchasers $75,000,000
aggregate liquidation amount of its 9 7/8% Series A Capital Securities (the
"Series A Capital Securities");

                  WHEREAS, under the terms of a Subscription Agreement dated as
of January 27, 1997 between the Trust and the Company (the "Subscription
Agreement"), the Company has committed to purchase all of the Common Securities
of the Trust (the "Common Securities") from the Trust, which Common Securities
represent at least 3% of the capital of the Trust;

                  WHEREAS, the Trust proposes to invest the gross proceeds from
such sale of the Series A Capital Securities, together with the gross proceeds
of the issuance and sale by the Trust to the Company of the Common Securities,
in the Series A Debentures, as a result of which the Trust will purchase
$77,320,000 aggregate principal amount of the Series A Debentures; and

                  WHEREAS, the Company, the Trust and the Purchasers have
entered into a Registration Rights Agreement dated the date hereof (the
"Registration Rights Agreement")




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whereby the Company has agreed to exchange, among other securities, Series B
Debentures (as defined herein) for Series A Debentures (the "Exchange Offer").

                  WHEREAS, the Company has requested that the Trustee execute
and deliver this First Supplemental Indenture, and all requirements necessary to
make this First Supplemental Indenture a valid instrument in accordance with its
terms and to make the Debentures, when executed by the Company and authenticated
and delivered by the Trustee, the valid obligations of the Company, have been
performed, and the execution and delivery of this First Supplemental Indenture
have been duly authorized in all respects;

                  NOW THEREFORE, in consideration of the purchase and acceptance
of the Debentures by the Holders thereof, and for the purpose of setting forth,
as provided in the Indenture, the form and substance of the Debentures and the
terms, provisions and conditions thereof, the Company covenants and agrees with
the Trustee as follows:


                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1 Definition of Terms.

                  Unless the context otherwise requires:

                  (a) a term defined in the Indenture has the same meaning when
used in this First Supplemental Indenture;

                  (b) a term defined anywhere in this First Supplemental
Indenture has the same meaning throughout;

                  (c) the singular includes the plural and vice versa;

                  (d) a reference to a Section or Article is to a Section or
Article of this First Supplemental Indenture;

                  (e) headings are for convenience of reference only and do not
affect interpretation;

                  (f) the following terms have the meanings given to them in the
Declaration: (i) Clearing Agency; (ii) Delaware Trustee; (iii) Direct Action;
(iv) Distributions; (v) Property




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Trustee; (vi) Purchase Agreement; (vii) Regular Trustees; (viii) Trust
Securities; (ix) Sponsor; and (x) Capital Securities.

                  (g) the following terms have the meanings given to them in
this Section 1.1(g):

                  "Additional Sums" shall have the meaning set forth in Section
2.5.

                  "Adjusted Treasury Rate" means, with respect to any prepayment
date, the Treasury Rate for such date plus (i) 1.35% if such prepayment date
occurs on or prior to January 31, 1998 or (ii) 0.50% in all other cases.

                  "Comparable Treasury Issue" means, with respect to any
prepayment date, the United States Treasury security selected by the Quotation
Agent as having a maturity comparable to the Remaining Life that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the Remaining Life. If no United States Treasury security has a
maturity which is within a period from three months before to three months after
February 15, 2007, the two most closely corresponding United States Treasury
securities shall be used as the Comparable Treasury Issue, and the Treasury Rate
shall be interpolated or extrapolated on a straight-line basis, rounding to the
nearest month, using such securities.

                  "Comparable Treasury Price" means, with respect to any
prepayment date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such prepayment date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the average
of five Reference Treasury Dealer Quotations for such prepayment date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such Quotations.

                  "Compounded Interest" shall have the meaning set forth in
Section 4.1.

                  "Declaration" means the Amended and Restated Declaration of
Trust of Interpool Capital Trust, a Delaware statutory business trust, dated as
of January 27, 1997.

                  "Debentures" means the Series A Debentures and the Series B
Debentures.




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                  "Deferred Interest" shall have the meaning set forth in
Section 4.1.

                  "Definitive Debentures" has the meaning set forth in Section
2.3.

                  "Dissolution Election" means that, as a result of the election
of the Company, as Sponsor, the Trust is to be dissolved in accordance with the
Declaration, and the Debentures held by the Property Trustee are to be
distributed to the holders of the Trust Securities issued by the Trust in such
manner as may be specified in the Declaration.

                  "Extended Interest Payment Period" shall have the meaning set
forth in Section 4.1.

                  "Global Debenture" means a Debenture executed by the Company
and delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction, all in accordance with the Indenture, which shall be registered in
the name of the Depositary or its nominee.

                  "Interest Rate" shall have the meaning set forth in Section
2.5 hereof.

                  "Investment Company Act Event" means the receipt by the
Company and the Trust of an opinion of counsel experienced in practice under the
Investment Company Act of 1940, as amended (the "1940 Act"), to the effect that,
as a result of the occurrence of a change in law or regulation or change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
there is more than an insubstantial risk that the Trust is or will be considered
an "investment company" that is required to be registered under the 1940 Act,
which Change in 1940 Act Law becomes effective on or after January 27, 1997.

                  "Maturity Date" means February 15, 2027.

                  "Maturity Repayment Price" means the price, at the Maturity
Date, equal to the principal amount of, plus accrued interest on, the
Debentures.

                  "Optional Prepayment" means prepayment of the Debentures at
the option of the Company in whole or in part at any time on or after February
15, 2007 pursuant to Section 3.2.

                  "Optional Prepayment Price" shall have the meaning set forth
in Section 3.2.

                  "Quotation Agent" means the Reference Treasury Dealer
appointed by the Company.




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                  "Reference Treasury Dealer" means (i) Merrill Lynch Government
Securities, Inc. and its successors; provided, however, that if the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by
the Company.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any prepayment date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such prepayment date.

                  "Series B Debentures" means the 9 7/8% Series B Junior
Subordinated Deferrable Interest Debentures due February 15, 2027, as
authenticated and issued under the Indenture, to be issued in connection with
the Exchange Offer.

                  "Special Event" means a Tax Event or an Investment Company Act
Event.

                  "Special Event Prepayment" means a prepayment of the
Debentures prior to February 15, 2007, in whole but not in part, pursuant to
Section 3.1.

                  "Special Event Prepayment Price" means the greater of (i) 100%
of the principal amount of the Debentures or (ii) the sum, as determined by a
Quotation Agent, of the present values of the principal amount and premium
payable with respect to an optional prepayment of Debentures on February 15,
2007, together with scheduled payments of interest on the Debentures accruing
from the prepayment date to and including February 15, 2007 (the "Remaining
Life"), discounted to the prepayment date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate,
plus, in each case, accrued interest on the Debentures to the date of
prepayment.

                  "Tax Event" means the receipt by the Company and the Trust of
an opinion of counsel experienced in such matters to the effect that, as a
result of any amendment to, or change (including any announced prospective
change) in, the laws or any regulations thereunder of the United States or any
political subdivision or taxing authority thereof or therein or as a result of
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after January 27, 1997, there
is more than an insubstantial risk that (i) the Trust is, or within 90 days
after the date of such opinion will be, subject to United States federal income
tax with respect to income received or accrued on the Debentures, (ii) interest
payable by the Company on the Debentures is not, or within 90 days after the
date of such opinion, will not




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be, deductible by the Company, in whole or in part, for United States federal
income tax purposes or (iii) the Trust is, or within 90 days after the date of
such opinion will be, subject to more than a de minimus amount of other taxes,
duties or other governmental charges.

                  "Treasury Rate" means, with respect to any prepayment date,
(i) the rate per annum equal to the yield, under the heading which represents
the average for the immediately prior week, appearing in the most recently
published statistical release designated "H.15 (519)" or any successor
publication which is published weekly by the Federal Reserve Board and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Remaining Life (if no maturity is within three
months before or after the maturity corresponding to the Remaining Life, yields
for the two published maturities most closely corresponding to the Remaining
Life shall be determined and the Treasury Rate shall be interpolated or
extrapolated from such yields on a straight-line basis, rounding to the nearest
month) or (ii) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such prepayment date. The Treasury Rate shall be
calculated on the third Business Day preceding the prepayment date.


                                   ARTICLE II
                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

SECTION 2.1 Designation and Principal Amount.

                  There is hereby authorized:

                  (a) a series of Securities designated the "9 7/8% Series A
Junior Subordinated Deferrable Interest Debentures due February 15, 2027,"
limited in aggregate principal amount to $77,320,000, and

                  (b) a series of Securities designated the "9 7/8% Series B
Junior Subordinated Deferrable Interest Debentures due February 15, 2027,"
limited in aggregate principal amount to such amount of the Series A Debentures
exchanged in the Exchange Offer, and in any case not exceeding $77,320,000;




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                  in either case, the amount of such series shall be as set
forth in any written order of the Company for the authentication and delivery of
Debentures of such series pursuant to Section 2.04 of the Indenture.

SECTION 2.2 Maturity. The Maturity Date is February 15, 2027.

SECTION 2.3 Form and Payment

                  Except as provided in Section 2.4, the Debentures shall be
issued in fully registered certificated form without interest coupons
("Definitive Debentures"). Principal and interest on the Debentures will be
payable, the transfer of such Debentures will be registrable and such Debentures
will be exchangeable for Debentures bearing identical terms and provisions at
the office or agency of the Trustee in New York, New York or at the office of
such Paying Agent or Paying Agents as the Company may designate from time to
time; provided, however, that, except in the case of a Global Debenture, at the
option of the Company payment of interest may be made by check mailed to the
Holder at such address as shall appear in the security register for the
Debentures maintained pursuant to Section 2.07 of the Indenture. Notwithstanding
the foregoing, so long as the Holder of any Debentures is the Property Trustee,
the payment of the principal of and interest (including Compounded Interest and
Additional Interest, if any) on such Debentures held by the Property Trustee
will be made at such place and to such account as may be designated by the
Property Trustee.

SECTION 2.4 Global Debenture.

                  (a) In connection with a Dissolution Election,

                           (i) if any Capital Securities are held in book-entry
form, the related Definitive Debentures shall be presented to the Trustee (if an
arrangement with the Depositary has been maintained) by the Property Trustee in
exchange for one or more Global Debentures in an aggregate principal amount
equal to the aggregate principal amount of all outstanding Debentures, to be
registered in the name of the Depositary, or its nominee, and delivered by the
Trustee to the Depositary for crediting to the accounts of its participants
pursuant to the instructions of the Regular Trustees; the Company upon any such
presentation shall execute one or more Global Debentures in such aggregate
principal amount and deliver the same to the Trustee for authentication and
delivery in accordance with the Indenture; and payments on the Debentures issued
as a Global Debenture will be made to the Depositary; and

                           (ii) if any Capital Securities are held in
non-book-entry certificated form ("Non-Book-Entry Capital Securities"), the
related Debentures may be presented to the Trustee by the Property Trustee and
any Capital Security certificate which represents such



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Non-Book Entry Capital Securities will be deemed to represent beneficial
interests in Debentures presented to the Trustee by the Property Trustee having
an aggregate principal amount equal to the aggregate liquidation amount of the
Non-Book-Entry Capital Securities until such Capital Security certificates are
presented to the security registrar for transfer or reissuance, at which time
such Capital Security certificates will be canceled and a Debenture, registered
in the name of the holder of the Capital Security certificate or the transferee
of the holder of such Capital Security certificate, as the case may be, with an
aggregate principal amount equal to the aggregate liquidation amount of the
Capital Security certificate canceled, will be executed by the Company and
delivered to the Trustee for authentication and delivery in accordance with the
Indenture and this First Supplemental Indenture. On issue of such Debentures,
Debentures with an equivalent aggregate principal amount that were presented by
the Property Trustee to the Trustee will be deemed to have been canceled.

                  (b) The Global Debentures shall represent the aggregate amount
of outstanding Debentures from time to time endorsed thereon; provided, that the
aggregate amount of outstanding Debentures represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Debenture to reflect the amount of any
increase or decrease in the amount of outstanding Debentures represented thereby
shall be made by the Trustee, at the Company's expense and in accordance with
instructions given by the Company.

                  (c) A Global Debenture may be transferred, in whole but not in
part, only to another nominee of the Depositary, or to a successor Depositary
selected or approved by the Company or to a nominee of such successor
Depositary.

SECTION 2.5 Interest.

                  (a) Each Debenture will bear interest at the rate of 9 7/8%
per annum (the "Interest Rate") from January 27, 1997 until the principal
thereof becomes due and payable, and on any overdue principal and (to the extent
that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the Interest Rate, compounded semi-annually,
payable (subject to the provisions of Article IV) semi-annually in arrears on
February 15 and August 15 of each year (each, an "Interest Payment Date"),
commencing on February 15, 1997, to the Person in whose name such Debenture is
registered, at the close of business on the first day of the month in which the
relevant Interest Payment Date falls. In addition, Liquidated Damages (as
defined in the Registration Rights Agreement) shall be payable with respect to
the Debentures under certain circumstances as described in the Registration
Rights Agreement.




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                  (b) The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months. For periods
less than a full month, interest payable shall reflect interest on the
Debentures computed on the basis of the actual number of elapsed days based on a
360-day year. In the event that any date on which interest is payable on the
Debentures is not a Business Day, then payment of interest payable on such date
will be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), in each case with the
same force and effect as if made on such date.

                  (c) During such time as the Interpool Capital Trust or a
trustee thereof is the holder of any Debentures, the Company shall pay any
additional amounts on the Debentures as may be necessary in order that the
amount of Distributions then due and payable by the Interpool Capital Trust on
the outstanding Debentures shall not be reduced as a result of any additional
taxes, duties and other governmental charges to which the Trust has become
subject as a result of a Tax Event ("Additional Sums").

SECTION 2.6 Defaulted Interest.

                  Any interest on any Debenture that 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 shall be paid by the Company, at its election, as
provided in clause (a) or clause (b) below:

                           (a) The Company may make payment of any Defaulted
         Interest on Debentures to the Persons in whose names such Debentures
         (or their respective predecessor Debentures) 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 such Debenture 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 for the payment of such Defaulted Interest which
         shall not be more than 15 nor less than 10 days prior to the date of
         the proposed payment and not less than 10 days after the receipt by
         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



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         therefore to be mailed, first class postage prepaid, to each
         Securityholder at his or her address as it appears in the security
         register, 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 mailed as aforesaid, such
         Defaulted Interest shall be paid to the Persons in whose names such
         Debentures (or their respective predecessor Debentures) are registered
         on such special record date and shall be no longer payable pursuant to
         the following clause (b).

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

SECTION 2.7 Legends.

                  (a) Except as permitted by subsection (b) of this Section 2.7
or as otherwise determined by the Company in accordance with applicable law,
each Debenture shall bear the applicable legends relating to restrictions on
transfer pursuant to the securities laws in substantially the form set forth in
Section 7.1 hereto.

                  (b) The Company shall issue and the Trustee shall authenticate
Series B Debentures in exchange for Series A Debentures accepted for exchange in
the Exchange Offer, which Series B Debentures shall not bear the legends
required by subsection (a) above, in each case unless the holder of such Series
A Debentures is either (A) a broker-dealer who purchased such Series A
Debentures directly from the Company for resale pursuant to Rule 144A or any
other available exemption under the Securities Act, (B) a Person participating
in the distribution of the Series B Debentures or (C) a Person who is an
affiliate (as defined in Rule 144 under the Securities Act) of the Company.

SECTION 2.8 Restrictions on Transfer.

                  (a) The Series A Debentures, and those Series B Debentures
with respect to which any Person described in Section 2.7(b)(A), (B) or (C) is
the beneficial owner, may not be transferred except in compliance with the
legend contained in Section 7.1 unless otherwise determined by the Company in
accordance with applicable law. Upon any distribution of the Debentures
following a Dissolution Event, the Company and the Trustee shall enter into a
supplemental indenture pursuant to Section 9.01 of the Indenture to provide for
the transfer




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restrictions and procedures with respect to the Debentures substantially similar
to those contained in the Declaration to the extent applicable in the
circumstances existing at such time.

                  The Debentures will be issued, and until registered under the
Securities Act may be transferred only, in blocks having an aggregate principal
amount of not less than $100,000. Any such transfer of Debentures in a block
having an aggregate principal amount of less than $100,000 shall be deemed to be
void and of no legal effect whatsoever. Any such transferee shall be deemed not
to be the holder of such Debentures for any purpose, including but not limited
to the receipt of payments on such Debentures, and such transferee shall be
deemed to have no interest whatsoever in such Debentures.

SECTION 2.9 Exchange of Series A Debentures for Series B Debentures.

                  The Series A Debentures may be exchanged for Series B
Debentures pursuant to the terms of the Exchange Offer and the Registration
Rights Agreement. The Trustee shall make the exchange as follows:

                  The Company shall present the Trustee with an Officers'
Certificate certifying the following:

                  (a)      upon issuance of the Series B Debentures, the
                           transactions contemplated by the Exchange Offer will
                           have been consummated; and

                  (b)      the principal amount of Series A Debentures properly
                           tendered in the Exchange offer that are represented
                           by a Global Debenture and the principal amount of
                           Series A Debentures properly tendered in the Exchange
                           Offer that are represented by Definitive Debentures,
                           the name of each holder of such Definitive
                           Debentures, the principal amount at maturity properly
                           tendered in the Exchange Offer by each such holder
                           and the name and address to which Definitive
                           Debentures for Series B Debentures shall be
                           registered and sent for each such holder.



                  The Trustee, upon receipt of (i) such Officers' Certificate,
(ii) an Opinion of Counsel (x) to the effect that the Series B Debentures have
been registered under Section 5 of the Securities Act and the Indenture has been
qualified under the Trust Indenture Act and (y) with respect to the matters set
forth in Section 3(p) of the Registration Rights Agreement and (iii) a Company
Order, shall authenticate (A) a Global Debenture for Series B Debentures in
aggregate principal amount equal to the aggregate principal amount of Series A
Debentures represented by a Global Debenture indicated in such Officers'
Certificate as having been properly tendered and




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(B) Definitive Debentures representing Series B Debentures registered in the
names of, and in the principal amounts indicated in, such Officers' Certificate.

                  If the principal amount at maturity of the Global Debenture
for the Series B Debentures is less than the principal amount at maturity of the
Global Debenture for the Series A Debentures, the Trustee shall make an
endorsement on such Global Debenture for Series A Debentures indicating a
reduction in the principal amount at maturity represented thereby.

                  The Trustee shall deliver such Definitive Debentures for
Series B Debentures to the holders thereof as indicated in such Officers'
Certificate.


                                   ARTICLE III
                          PREPAYMENT OF THE DEBENTURES

SECTION 3.1 Special Event Prepayment.

                  If a Special Event has occurred and is continuing the Company
shall have the right upon not less than 30 days nor more than 60 days notice to
the Holders of the Debentures to prepay the Debentures, in cash, in whole but
not in part, at any time prior to February 15, 2007 within 90 days following the
occurrence of such Special Event at a prepayment price equal to the Special
Event Prepayment Price. The Special Event Prepayment Price shall be paid prior
to 2:00 p.m., New York time, on the date of such prepayment, provided that the
Company shall deposit with the Trustee an amount sufficient to pay the Special
Event Prepayment Price by 10:00 a.m., New York time, on the date such Special
Event Prepayment Price is to be paid.

SECTION 3.2 Optional Prepayment by Company.

                  (a) Subject to the provisions of Section 3.2(b) and to the
provisions of Article Fourteen of the Indenture, the Company shall have the
right to prepay the Debentures, in cash, in whole or in part, at any time and
from time to time, on or after February 15, 2007, at the prepayment prices set
forth below (expressed as percentages of principal) plus accrued and unpaid
interest thereon (including Additional Sums and Compounded Interest payable in
accordance with the terms of the Indenture which are due on or prior to the
applicable prepayment date) to the applicable date of prepayment (the "Optional
Prepayment Price") if prepaid during the 12-month period beginning February 15
of the years indicated below:

<TABLE>
<CAPTION>
                  Year                                             Percentage
                  ----                                             ----------
<S>                                                                <C>
                  2007.......................................      104.9375%
                  2008.......................................      104.4438
</TABLE>



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<PAGE>   14
<TABLE>
<S>                                                                <C>
                  2009.......................................      103.9500
                  2010.......................................      103.4563
                  2011.......................................      102.9625
                  2012.......................................      102.4688
                  2013.......................................      101.9750
                  2014.......................................      101.4813
                  2015.......................................      100.9875
                  2016.......................................      100.4938
                  2017 and thereafter........................      100.0000%
</TABLE>

If the Debentures are only partially prepaid pursuant to this Section 3.2, the
Debentures will be prepaid pro rata or by lot or by any other method utilized by
the Trustee; provided, that if at the time of prepayment the Debentures are
registered as a Global Debenture, the Depositary shall determine, in accordance
with its procedures, the principal amount of such Debentures held by each
beneficial holder of Debenture in global form to be prepaid. The Optional
Prepayment Price shall be paid prior to 2:00 p.m., New York time, on the date of
such prepayment, provided that the Company shall deposit with the Trustee an
amount sufficient to pay the Optional Prepayment Price by 10:00 a.m., New York
time, on the date such Optional Prepayment Price is to be paid.

                  (b) If a partial prepayment of the Debentures would result in
the delisting of the Capital Securities issued by the Trust from any national
securities exchange or other organization on which the Capital Securities are
then listed, the Company shall not be permitted to effect such partial
prepayment and may only prepay the Debentures in whole.

SECTION 3.3 No Sinking Fund.

                  The Debentures are not entitled to the benefit of any sinking
fund.


                                   ARTICLE IV
                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 4.1  Extension of Interest Payment Period.

                  So long as no Event of Default under the Indenture has
occurred and is continuing, the Company shall have the right, at any time and
from time to time during the term of the Debentures, to defer payments of
interest by extending the interest payment period of such Debentures for a
period not exceeding 10 consecutive semi-annual periods (an "Extended Interest
Payment Period"), during which Extended Interest Payment Period no interest
shall be due and



                                      -15-
<PAGE>   15
payable; provided that no Extended Interest Payment Period may extend beyond the
Maturity Date. To the extent permitted by applicable law, interest, the payment
of which has been deferred because of the extension of the interest payment
period pursuant to this Section 4.1, will bear interest thereon at the Interest
Rate compounded semi-annually for each semi-annual period of the Extended
Interest Payment Period ("Compounded Interest"). At the end of the Extended
Interest Payment Period, the Company shall pay all interest accrued and unpaid
on the Debentures, including any Additional Sums and Compounded Interest
(together, "Deferred Interest") that shall be payable to the holders of the
Debentures in whose names the Debentures are registered in the Security Register
on the record date with respect to the first Interest Payment Date after the end
of the Extended Interest Payment Period. Before the termination of any Extended
Interest Payment Period, the Company may further extend such period, provided
that such period together with all such further extensions thereof shall not
exceed 10 consecutive semi-annual periods, or extend beyond the Maturity Date of
the Debentures. Upon the termination of any Extended Interest Payment Period and
the payment of all Deferred Interest then due, the Company may commence a new
Extended Interest Payment Period, subject to the foregoing requirements. No
interest shall be due and payable during an Extended Interest Payment Period,
except at the end thereof, but the Company may prepay at any time all or any
portion of the interest accrued during an Extended Interest Payment Period.

SECTION 4.2 Notice of Extension.

                  (a) At the time the Company selects an Extended Interest
Payment Period, the Company shall give the holders of the Debentures, the
Trustee and, for such time as the Debentures are held by the Trust, the Property
Trustee and the Regular Trustees, written notice of its selection of such
Extended Interest Payment Period at least five Business Days before the earlier
of (i) the date interest on the Debentures would have been payable except for
the election to begin or extend such Extended Interest Payment period or (ii)
the date the Company, or for such time as the Debentures are held by the Trust,
Regular Trustees are required to give notice to any securities exchange or to
holders of Debentures or Capital Securities, as the case requires, of the record
date or the date such payments are due, but in any event not less than five
Business Days prior to such record date.

                  (b) Upon receipt by a Responsible Officer of the Trustee of
written notice of an Extended Interest Payment Period, the Trustee shall give
notice to the holders at the Company's expense of the Debentures of the
Company's election to begin or extend an Extension Period.

                  (c) The semi-annual period in which any notice is given
pursuant to paragraph (b) of this Section 4.2 shall be counted as one of the 10
semi-annual periods permitted in the maximum Extended Interest Payment Period
permitted under Section 4.1.



                                      -16-
<PAGE>   16
                                    ARTICLE V
                                    EXPENSES

SECTION 5.1 Payment of Expenses.

                  In connection with the offering, sale and issuance of the
Debentures to the Property Trustee and in connection with the sale of the Trust
Securities by the Trust, the Company, in its capacity as borrower with respect
to the Debentures, shall:

                  (a) pay all costs and expenses relating to the offering, sale
and issuance of the Debentures, including compensation of the Trustee under the
Indenture in accordance with the provisions of Section 6.06 of the Indenture;

                  (b) pay all costs and expenses of the Trust (including, but
not limited to, costs and expenses relating to the organization, maintenance and
dissolution of the Trust, the offering, sale and issuance of the Trust
Securities (including compensation to the Purchasers in connection therewith),
the fees and expenses of the Property Trustee and the Delaware Trustee, the
costs and expenses relating to the operation of the Trust, including without
limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses and
costs and expenses incurred in connection with the acquisition, financing, and
disposition of Trust assets, other than the Trust's obligations to the holders
of Capital Securities);

                  (c) be primarily and fully liable for any indemnification
obligations arising with respect to the Declaration;

                  (d) pay any and all taxes (other than United States
withholding taxes attributable to the Trust or its assets) and all liabilities,
costs and expenses with respect to such taxes of the Trust; and

                  (e) pay all other fees, expenses, debts and obligations (other
than the Trust Securities) related to the Trust.

SECTION 5.2  Payment Upon Resignation or Removal.

                  Upon termination of this First Supplemental Indenture or the
Indenture or the removal or resignation of the Trustee, unless otherwise stated,
the Company shall pay to the



                                      -17-
<PAGE>   17
Trustee all amounts accrued to the date of such termination, removal or
resignation. The Trustee's rights under Section 6.06 of the Indenture shall
survive such termination under this Section. Upon termination of the Declaration
or the removal or resignation of the Delaware Trustee or the Property Trustee,
as the case may be, pursuant to Section 5.6 of the Declaration, the Company
shall pay to the Delaware Trustee or the Property Trustee, as the case may be,
all amounts accrued to the date of such termination, removal or resignation.


                                   ARTICLE VI
                COVENANT TO LIST ON EXCHANGE; REGISTRATION RIGHTS

SECTION 6.1 Listing on an Exchange.

                  If the Debentures are to be issued as a Global Debenture in
connection with the distribution of the Debentures to the holders of the Capital
Securities issued by the Trust upon a Dissolution Election, the Company will use
its best efforts to list such Debentures on any stock exchanges on which the
Capital Securities are then listed.

SECTION 6.2 Registration Rights.

                  The Company hereby agrees to make any and all payments,
including without limitation, Liquidated Damages (as defined in the Registration
Rights Agreement) set forth in the Registration Rights Agreement pursuant to the
terms thereof.


                                   ARTICLE VII
                                FORM OF DEBENTURE

SECTION 7.1 Form of Debenture.

                  The Debentures and the Trustee's Certificate of Authentication
to be endorsed thereon are to be substantially in the following forms:

                           (FORM OF FACE OF DEBENTURE)

                  [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This
Debenture is a Global Debenture within the meaning of the Indenture hereinafter
referred to and is registered in the name of the Depositary or a nominee
thereof. This Debenture is exchangeable for Debentures registered in the name of
a person other than the Depositary or a nominee thereof




                                      -18-
<PAGE>   18
only in the limited circumstances described in the Indenture, and no transfer of
this Debenture may be registered except in limited circumstances.

                  Unless this Debenture is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as requested by an authorized representative of DTC and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co. has an interest herein.]

         [IN THE CASE OF SERIES A DEBENTURES, INSERT - THE DEBENTURES
         REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR
         ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS DEBENTURE NOR ANY
         INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
         TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
         ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM,
         OR NOT SUBJECT TO, REGISTRATION.

         THE DEBENTURES WILL BE ISSUED, AND UNTIL REGISTERED UNDER THE
         SECURITIES ACT MAY BE TRANSFERRED ONLY, IN BLOCKS HAVING AN AGGREGATE
         PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. ANY SUCH TRANSFER OF
         DEBENTURES IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN
         $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.
         ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH
         DEBENTURES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE RECEIPT OF
         PAYMENTS ON SUCH DEBENTURES, AND SUCH TRANSFEREE SHALL BE DEEMED TO
         HAVE NO INTEREST WHATSOEVER IN SUCH DEBENTURES.

         THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
         SELL OR OTHERWISE TRANSFER THIS DEBENTURE PRIOR TO THE DATE (THE
         "RESALE RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE
         LATER OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON



                                      -19-
<PAGE>   19
         WHICH THE COMPANY OR ANY "AFFILIATE" OF THE COMPANY WAS THE OWNER OF
         THIS DEBENTURE (OR ANY PREDECESSOR OF THIS DEBENTURE) ONLY (A) TO THE
         COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
         DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THIS
         DEBENTURE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
         SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
         "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT
         PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
         INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
         MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED
         INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A) (1), (2), (3) OR (7)
         OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS DEBENTURE
         FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
         ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR
         FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
         THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
         FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO
         THE RIGHT OF THE TRUST AND THE COMPANY PRIOR TO ANY SUCH OFFER, SALE OR
         TRANSFER (i) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF
         AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION
         SATISFACTORY TO EACH OF THEM, AND (ii) PURSUANT TO CLAUSE (D) TO
         REQUIRE THAT THE TRANSFEROR DELIVER TO THE ISSUER A LETTER FROM THE
         TRANSFEREE WITH RESPECT TO THE DEBENTURE COVERING THE MATTERS SET FORTH
         IN ANNEX A TO THE OFFERING MEMORANDUM DATED JANUARY 22, 1997, SUCH
         HOLDER FURTHER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
         DEBENTURE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
         LEGEND.]





                                      -20-
<PAGE>   20
                                                          CUSIP No. ______ __ __
$_______________
No._____________

                                 INTERPOOL, INC.

             9 7/8% SERIES - JUNIOR SUBORDINATED DEFERRABLE INTEREST
                         DEBENTURE DUE FEBRUARY 15, 2027

                  INTERPOOL, INC., a Delaware corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to ______________ or registered
assigns, the principal sum of _____________ Dollars ($___________) on February
15, 2027 (the "Maturity Date"), and to pay interest on said principal sum from
January 27, 1997, or from the most recent interest payment date (each such date,
an "Interest Payment Date") to which interest has been paid or duly provided
for, semi-annually (subject to deferral as set forth herein) in arrears on
February 15 and August 15 of each year, commencing February 15, 1997, at the
rate of 9 7/8% per annum until the principal hereof shall have become due and
payable, and on any overdue principal and premium, if any, and (without
duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the same rate per
annum compounded semi-annually. The amount of interest payable on any Interest
Payment Date shall be computed on the basis of a 360-day year of twelve 30-day
months. For periods less than a full month interest payable shall reflect
interest on the Debentures computed on the basis of the actual number of elapsed
days based on a 360-day year. In the event that any date on which interest is
payable on this Debenture is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay), in
each case with the same force and effect as if made on such date. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the person
in whose name this Debenture (or one or more Predecessor Securities, as defined
in said Indenture) is registered at the close of business on the regular record
date for such interest installment, which shall be the close of business on the
first day (whether or not such day is a Business Day) of the month in which the
relevant Interest Payment Date falls. Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holders on such regular record date and may be paid to the Person in
whose name this Debenture (or one or more Predecessor Securities) is registered
at the close of business on a special record date to be fixed by the Trustee for
the payment of such defaulted interest, notice whereof shall be given to the
registered holders of this series of Debentures not less than 10 days prior to
such special record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Debentures may be



                                      -21-
<PAGE>   21
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture. The principal of (and premium, if any) and the
interest on this Debenture shall be payable at the office or agency of the
Trustee maintained for that purpose in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that, except in the case of a Global
Debenture, payment of interest may be made at the option of the Company by check
mailed to the registered Holder at such address as shall appear in the Security
Register. Notwithstanding the foregoing, so long as the Holder of this Debenture
is the Property Trustee, the payment of the principal of (and premium, if any)
and interest on this Debenture will be made at such place and to such account as
may be designated by the Property Trustee.

                  The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness (as defined in the Indenture)
and this Debenture is issued subject to the provisions of the Indenture with
respect thereto. Each Holder of this Debenture, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee on his or her behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his or her attorney-in-fact for any and all such purposes.
Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of
the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.

                  This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by or on
behalf of the Trustee.

                  The provisions of this Debenture are continued on the reverse
side hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.




                                      -22-
<PAGE>   22
                  IN WITNESS WHEREOF, the Company has caused this instrument to
be executed in its name by its duly authorized officers.

                                        INTERPOOL, INC.

                                        By: ______________________
                                        Name:_____________________
[Seal]                                  Title:____________________


Attest:

By:  ________________________
Name: _______________________
Title: ______________________




                                      -23-
<PAGE>   23
                     (FORM OF CERTIFICATE OF AUTHENTICATION)

                          CERTIFICATE OF AUTHENTICATION

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

Dated ______________________

                                        IBJ SCHRODER BANK & TRUST
                                          COMPANY,
                                        as Trustee


                                        By ______________________
                                        Authorized Signatory




                                      -24-
<PAGE>   24
                         (FORM OF REVERSE OF DEBENTURE)

                  This Debenture is one of a duly authorized series of
Debentures of the Company (herein sometimes referred to as the "Debentures"),
specified in the Indenture, all issued or to be issued in one or more series
under and pursuant to an Indenture dated as of January 27, 1997, duly executed
and delivered between the Company and IBJ Schroder Bank & Trust Company, as
Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture
dated as of January 27, 1997, between the Company and the Trustee (the Indenture
as so supplemented, the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Debentures. By the terms of the
Indenture, the Debentures are issuable in series that may vary as to amount,
date of maturity, rate of interest and in other respects as provided in the
Indenture. This series of Debentures is limited in aggregate principal amount as
specified in said First Supplemental Indenture.

                  Following the occurrence and continuation of a Special Event,
in certain circumstances, this Debenture may become due and payable, at the
Company's option, on or before February 15, 2007, at a prepayment price equal to
the greater of (i) 100% of the principal amount of the Debentures or (ii) the
sum, as determined by a Quotation Agent, of the present values of the principal
amount and premium payable with respect to an optional prepayment of Debentures
on February 15, 2007, together with scheduled payments of interest on the
Debentures accruing from the prepayment date to and including February 15, 2007
(the "Remaining Life"), discounted to the prepayment date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus, in each case, accrued interest on the Debentures to the
date of prepayment (the "Special Event Prepayment Price"). The Special Event
Prepayment Price shall be paid prior to 2:00 p.m., New York time, on the date of
such prepayment.

                  The Company shall have the right to prepay this Debenture at
the option of the Company, in whole or in part at any time on or after February
15, 2007 (an "Optional Prepayment"), at the prepayment prices set forth below
(expressed as percentages of principal) plus accrued and unpaid interest thereon
(including Additional Sums and Compounded Interest payable in accordance with
the terms of the Indenture which are due on or prior to the applicable
prepayment date) to the applicable date of prepayment (the "Optional Prepayment
Price") if prepaid during the 12-month period beginning February 15 of the years
indicated below:

<TABLE>
<CAPTION>
                  Year                                             Percentage
                  ----                                             ----------
<S>                                                                 <C>
                  2007........................................      104.9375%
                  2008........................................      104.4438
                  2009........................................      103.9500
</TABLE>



                                      -25-
<PAGE>   25
<TABLE>
<S>                                                                 <C>
                  2010........................................      103.4563
                  2011........................................      102.9625
                  2012........................................      102.4688
                  2013........................................      101.9750
                  2014........................................      101.4813
                  2015........................................      100.9875
                  2016........................................      100.4938
                  2017 and thereafter.........................      100.0000%
</TABLE>


                  Any prepayment pursuant to this paragraph will be made upon
not less than 30 days nor more than 60 days notice. If the Debentures are only
partially prepaid by the Company pursuant to an Optional Prepayment, the
Debentures to be prepaid will be selected pro rata or by lot or by any other
method utilized by the Trustee; provided that if, at the time of prepayment, the
Debentures are registered as a Global Debenture, the Depositary shall determine
the principal amount of such Debentures held by each Debentureholder to be
prepaid in accordance with its procedures.

                  Unless the Debentures are issued as a Global Debenture, in the
event of prepayment of this Debenture in part only, a new Debenture or
Debentures of this series for the unrepaid portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

                  The Company will not, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company's capital stock (which includes common and
preferred stock), (ii) make any payment of principal, interest or premium, if
any, on or repay or repurchase or redeem any debt securities of the Company
(including Other Securities) that rank pari passu with or junior in right of
payment to the Debentures or (iii) make any guarantee payments with respect to
any guarantee by the Company of the debt securities of any subsidiary of the
Company (including under Other Guarantees) if such guarantee ranks pari passu or
junior in right of payment to the Debentures (other than (a) dividends or
distributions in shares of, or options, warrants or rights to subscribe for or
purchase shares of, common stock of the Company, (b) any declaration of a
dividend in connection with the implementation of a stockholder's rights plan,
or the issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the Capital
Securities Guarantee, (d) the purchase of fractional shares resulting from a
reclassification of the Company's capital stock, (e) the exchange or conversion
of one class or series of the Company's capital stock for another class or
series of the Company's capital stock, (f) the purchase of fractional interests
in shares of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being



                                      -26-
<PAGE>   26
converted or exchanged and (g) purchases of common stock related to the issuance
of common stock or rights under any of the Company's benefit plans for its
directors, officers or employees or any of the Company's dividend reinvestment
plans) if at such time (1) there shall have occurred any event of which the
Company has actual knowledge that (a) is, or with the giving of notice or the
lapse of time, or both, would be, an Event of Default and (b) in respect of any
nonpayment default, which the Company shall not have taken reasonable steps to
cure, and in respect of any payment default,, which has not been cured, (2) if
such Debentures are held by the Trust, the Company shall be in default with
respect to its payment of any obligations under the Capital Securities Guarantee
or (3) the Company shall have given notice of its election of an Extended
Interest Payment Period (as hereinafter defined), or any extension thereof, as
provided in the Indenture and shall not have rescinded such notice, and such
Extended Interest Payment Period (as hereinafter defined), or any extension
thereof, shall have commenced.

                  In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of the Debentures
may be declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

                  The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Debentures at the time outstanding, to execute
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Debentures; provided, however, that no such supplemental indenture shall
without the consent of the holders of each outstanding Debenture so affected,
(i) change the fixed maturity of any Debentures of any series, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable upon the redemption or prepayment
thereof, or change any date on which the Debenture may be prepaid or (ii) reduce
the aforesaid percentage of Debentures, the holders of which are required to
consent to any such supplemental indenture, without the consent of the Holders
of each Debenture then outstanding and affected thereby.

                  The Indenture also contains provisions permitting the holders
of a majority in aggregate principal amount of the Debentures affected thereby,
on behalf of all of the Holders of the Debentures of such series, to waive any
past default in the performance of any of the covenants contained in the
Indenture, or established pursuant to the Indenture with respect to such series,
and its consequences, except a default (a) in the payment of the principal of or
premium, if any, on or interest on any of the Debentures of such series or, (b)
in respect of covenants or provisions of the Indenture which cannot be modified
or amended without the consent of the holder of each Debenture affected. Any
such consent or waiver by the registered



                                      -27-
<PAGE>   27
Holder of this Debenture (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future holders and owners
of this Debenture and of any Debenture issued in exchange herefor or in place
hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this
Debenture.

                  No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Debenture at the time and place and at the
rate and in the money herein prescribed.

                  So long as no Event of Default under the Indenture has
occurred and is continuing, the Company shall have the right, at any time and
from time to time during the term of the Debentures, to defer the payment of
interest by extending the interest payment period of such Debentures for a
period not exceeding 10 consecutive semi-annual periods (an "Extended Interest
Payment Period"), at the end of which period the Company shall pay all interest
then accrued and unpaid on the Debentures (together with interest thereon at the
annual rate of 9 7/8%, compounded semi-annually, to the extent that payment of
such interest is permitted under applicable law); provided that no Extended
Interest Payment Period may extend beyond the Maturity Date of the Debentures.
Before the termination of any such Extended Interest Payment Period, the Company
may further extend such Extended Interest Payment Period, provided that such
Extended Interest Payment Period together with all such further extensions
thereof shall not exceed 10 consecutive semi-annual periods or extend beyond the
Maturity Date of the Debentures. Payment of all accrued and unpaid interest
shall be payable to the Holder of the Debenture in whose name such Debenture is
registered in the Security Register on the record date with respect to the first
Interest Payment Date after the end of the Extended Interest Payment Period.
Upon the termination of any Extended Interest Payment Period and the payment of
all accrued and unpaid interest and any additional amounts then due, the Company
may commence a new Extended Interest Payment Period, subject to the requirements
contained in this paragraph.

                  As provided in the Indenture and subject to certain
limitations therein set forth, this Debenture is transferable by the registered
Holder hereof on the Security Register of the Company, upon surrender of this
Debenture for registration of transfer at the office or agency of the Trustee in
the City and State of New York accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company and the Trustee or
the Authenticating Agent duly executed by the registered Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal amount and series
will be issued to the designated transferee or transferees.




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<PAGE>   28
No service charge will be made for any such transfer, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in relation thereto.

                  All terms used in this Debenture that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE
INDENTURE AND THE DEBENTURES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.


                                  ARTICLE VIII
                          ORIGINAL ISSUE OF DEBENTURES

SECTION 8.1 Original Issue of Debentures.

                  Series A Debentures in the aggregate principal amount of
$77,320,000 may, upon execution of this First Supplemental Indenture, and Series
B Debentures in aggregate amount of up to $77,320,000 may, upon consummation of
the Exchange Offer, be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said
Debentures to or upon the written order of the Company, signed by its Chief
Executive Officer, its President, or any Vice President, its Treasurer, any
Assistant Treasurer, its Controller or any Assistant Controller, its Secretary
or any Assistant Secretary without any further action by the Company.


                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1 Ratification of Indenture.

                  The Indenture, as supplemented by this First Supplemental
Indenture, is in all respects ratified and confirmed, and this First
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.

SECTION 9.2 Trustee Not Responsible for Recitals.

                  The recitals herein contained are made by the Company and not
by the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or sufficiency
of this First Supplemental Indenture.



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<PAGE>   29
SECTION 9.3 Governing Law.

                  This First Supplemental Indenture and each Debenture shall be
deemed to be a contract made under the internal laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of said
State.

SECTION 9.4 Severability.

                  In case any one or more of the provisions contained in this
First Supplemental Indenture or in the Debentures shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
First Supplemental Indenture or of the Debentures, but this First Supplemental
Indenture and the Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

SECTION 9.5 Counterparts.

                  This First Supplemental Indenture may be executed in any
number of counterparts each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.




                                      -30-
<PAGE>   30
                  IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed by their authorized respective
officers as of the day and year first above written.

                                        INTERPOOL, INC.

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


                                        IBJ SCHRODER BANK & TRUST COMPANY
                                        as Trustee


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




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