Sales Plan

Sales Plan, dated as of the date set forth on the signature page (the
"Sales Plan"), between Martin Tuchman ("Seller") and
Goldman, Sachs & Co. ("Broker").

WHEREAS, Seller desires to establish the Sales Plan to sell
shares of common stock, par value $0.001 per share (the "Stock"), of
Interpool, Inc. (the "Issuer") in accordance with the requirements of
Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") as further set forth herein;

NOW, THEREFORE, Seller and Broker hereby agree as follows:

1. Broker shall effect one or more sales (each a "Sale") of
shares of Stock (the "Shares") as further set forth in the attached Annex A to
this Sales Plan. All orders will be deemed day orders only and not held unless
otherwise specified in Annex A.

2. This Sales Plan shall become effective as of the date hereof
and shall terminate on the earliest of (a) April 20, 2006, (b) the date on which
Broker has sold all Shares specified in Annex A, (c) the date that this Sales
Plan is terminated in accordance with paragraph 11 below, or (d) the date Broker
receives notice of the death of Seller (the period commencing on the date hereof
and ending on the earliest to occur of (a), (b), (c), or (d) being referred to
herein as the "Plan Sales Period").

3. Seller understands that Broker may effect Sales hereunder
jointly with orders for other sellers of Stock of the Issuer and that the
average price for executions resulting from bunched orders will be assigned to
Seller's account.

4. Seller represents and warrants that Seller is not aware of
material, nonpublic information with respect to the Issuer or any securities of
the Issuer (including the Stock) and is entering into this Sales Plan in good
faith and not as part of a plan or scheme to evade the prohibitions of Rule
10b5-1.

5. It is the intent of the parties that this Sales Plan comply
with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this
Sales Plan shall be interpreted to comply with the requirements of Rule
10b5-1(c). Seller has consulted with Seller's own advisors as to the legal and
tax aspects of Seller's adoption and implementation of this Sales
Plan.

6. Seller represents that the Shares are "restricted securities"
and/or that Seller may be deemed an "affiliate" of the Issuer as those terms are
defined under Rule 144 of the Securities Act of 1933. Seller shall not take, and
shall not cause any person or entity with which he or she would be required to
aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to
take, any action that would cause the Sales not to comply with Rule 144. Seller
has provided Broker with ten (10) executed Forms 144, which Broker will complete
and file on behalf of the Seller. Seller understands and agrees that unless
otherwise agreed or instructed, Broker will make one Form 144 filing as
necessary at the beginning of each three-month period commencing prior to the
first Sale to be effected pursuant to this Plan, and that such Form 144 shall
specify that the Sales are being effected in accordance with a Sales Plan
intended to comply with Rule 10B5-1. Seller agrees to provide Broker with such
information as is reasonably necessary for Broker accurately and timely to
complete the Forms 144.

7. Seller represents and warrants that Seller is currently
permitted to sell Stock in accordance with the Issuer's insider trading policies
and has obtained the approval of the Issuer's counsel to enter into this Sales
Plan and that, other than any Rule 144 requirements set forth herein, there are
no contractual, regulatory, or other restrictions applicable to the Sales
contemplated under this Sales Plan that would interfere with Broker's ability to
execute Sales and effect delivery and settlement of such Sales on behalf of
Seller, other than restrictions with respect to which the Seller has obtained
all required consents, approvals and waivers. Seller shall notify Broker
immediately in the event that any of the above statements become inaccurate
prior to the termination of this Sales Plan.

8. Seller will not directly or indirectly communicate any
information relating to Issuer or Issuer securities to any employee of Broker or
its affiliates who is directly or indirectly involved in executing this Sales
Plan at any time while this Sales Plan is in effect.

9. Seller shall make all filings, if any, required under
Sections 13(d) and 16 of the Exchange Act.

10. Seller understands that Broker may not effect a Sale due to
a market disruption or a legal, regulatory or contractual restriction applicable
to the Broker or any other event or circumstance (a "Blackout"). Seller also
understands that even in the absence of a Blackout, Broker may be unable to
effect Sales consistent with ordinary principles of best execution due to
insufficient volume of trading, failure of the Stock to reach and sustain a
limit order price, or other market factors in effect on the date of a Sale set
forth in Annex A ("Unfilled Sales").

Broker agrees that if Issuer enters into a transaction that
imposes trading restrictions on the Seller, such as a stock offering requiring
an affiliate lock-up (an "Issuer Restriction"), and if Issuer and
Seller shall provide Broker at least three (3) days' prior written notice
signed by Issuer and Seller and confirmed by telephone of such trading
restrictions (Attn: Structured Equity Solutions, c/o Control Room; Fax No. (212)
902-0943; Tel: (212) 902-1511), then Broker will cease effecting Sales under
this Sales Plan until notified in writing by Issuer and Seller that such
restrictions have terminated. Broker shall resume effecting Sales in accordance
with this Sales Plan as soon as practicable after the cessation or termination
of a Blackout or Issuer Restriction. Any Unfilled Sales, and any Sales that
would have been executed in accordance with the terms of Annex A but are not
executed due to the existence of a Blackout or Issuer Restriction, shall be
deemed to be cancelled, and shall not be effected pursuant to this Sales Plan.

11. This Sales Plan and its enforcement, and each transaction
entered into hereunder and all matters arising in connection with this Sales
Plan and transactions hereunder shall be governed by, and construed in
accordance with, the laws of the State of New York, without reference to its
choice of law doctrine. The Sales Plan may be modified, terminated or amended
only by a writing signed by the parties hereto, which the Issuer has reviewed
and not objected to, and provided that any such modification, termination or
amendment shall only be permitted at a time when the Seller is otherwise
permitted to effect sales under the Issuer's trading policies and at a time when
the Seller is not aware of material nonpublic information concerning the Issuer
or its securities. In the event of a modification or amendment to this Sales
Plan, or in the event Seller establishes a new plan after termination of the
Sales Plan, no sales shall be effected during the thirty days immediately
following such modification, amendment or termination (other than Sales already
provided for in the Sales Plan prior to modification, amendment or
termination).

12. Seller agrees that Broker and its affiliates and their
directors, officers, employees, and agents (collectively, "Broker Persons")
shall not have any liability whatsoever to Seller for any action taken or
omitted to be taken in connection with the Sales Plan, the making of any Sale,
or any amendment, modification or termination of the Sales Plan, unless such
liability is determined in a non-appealable order of a court of competent
jurisdiction to have resulted solely from the gross negligence, willful
misconduct or bad faith of the Broker Person. Seller further agrees to hold each
Broker Person free and harmless from any and all losses, damages, liabilities or
expenses (including reasonable attorneys' fees and costs) incurred or sustained
by such Broker Person in connection with or arising out of any suit, action or
proceeding relating to this Sales Plan, any Sale, or any amendment, modification
or termination of the Sales Plan (each an "Action") and to reimburse each Broker
Person for its expenses, as they are incurred, in connection with any Action,
unless such loss, damage, liability or expense is determined in a nonappealable
order of a court of competent jurisdiction to be solely the result of such
Broker Person's gross negligence, willful misconduct or bad faith. This
paragraph 12 shall survive termination of this Sales Plan.

IN
WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date
below.

|/s/ Martin Tuchman
Martin Tuchman
Date:  3/16/05
Acknowledged:
Interpool, Inc.
By: /s/ Eunice Groner
       Name:  Eunice Groner 

       Title:  Exec. Asst. to the CEO | Goldman, Sach & Co.
By: 
       Name:  Michael Dweck

       Title:  Managing Director
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------

Annex AMartin Tuchman
Interpool, Inc.

Sell up to a maximum of 153,000 shares of Stock under this Plan
in accordance with the following:

`-----------------------------------------------------------------------------------------------------
                                 Shares to be     $ Limit or      Cost      Purchase       Nature of
               Date                 sold*         Market         Basis      Date        Acquisition
               ----              -----------      ----------     -----      --------    -------------
-----------------------------------------------------------------------------------------------------
   On each "Trading Day"**
     commencing April 18,
  2005 through and including       600 daily       Market
  April 20, 2006 or the date
 of termination of the Sales
       Plan, if earlier
-----------------------------------------------------------------------------------------------------`

| | * | Share amounts listed shall be increased or decreased to reflect
stock splits and recapitalizations should they occur
| | - | --------------------------------------------------------------------------------------------------------------------

| | ** | "Trading Day" means each day on which the Shares trade regular way
on NYSE
| | -- | --------------------------------------------------------------------------

|/s/ Martin Tuchman
Martin Tuchman
Date:  3/16/05
Acknowledged:
Interpool, Inc.
By: /s/ Eunice Groner
       Name:  Eunice Groner 

       Title:  Exec. Asst. to the CEO | Goldman, Sach & Co.
By: 
       Name:  Michael Dweck

       Title:  Managing Director
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------