STOCKHOLDER VOTING AGREEMENT

STOCKHOLDER
VOTING AGREEMENT, dated as of September 10, 2004 (the
Agreement), among INTERPOOL, INC., a Delaware corporation
(the Company), and the undersigned beneficial owners (the
Stockholders) of certain shares of the common stock, par
value $.001, of the Company (Company Common Stock).

W I T N E S S E T H:

WHEREAS,
the Company proposes to enter into agreements with Greywolf Capital Partners II,
LP, Greywolf Capital Overseas Fund, Greywolf High Yield Master Fund, Caspian
Capital Partners, LP, Mariner LDC, Mariner Opportunities Fund, LP, Mariner
Voyager Master Fund LTD, Riva Ridge Master Fund, LTD and Goldman, Sachs &
Co. (collectively, the Purchasers) pursuant to which the
Purchasers would purchase, in a private transaction, certain newly issued
securities of the Company for a total purchase price of approximately
$150,000,000; and

WHEREAS,
in connection therewith, the Company will enter into a Warrant Agreement, to be
dated as of September 10, 2004 (as amended, supplemented or replaced from time
to time, the Warrant Agreement), providing for the issuance
by the Company to the Purchasers of certain Common Stock Purchase Warrants (the
Warrants) to purchase up to an aggregate of approximately
8,333,333 shares of Company Common Stock (the Company Common Stock issuable upon
exercise of the Warrants being referred to herein as the Warrant
Shares) at an exercise price of $18 per share; and

WHEREAS,
the Company intends to seek approval by its stockholders, at a meeting or
otherwise, of the issuance of the Warrant Shares upon exercise of the Warrants
in accordance with the terms of the Warrants and the Warrant Agreement; and

WHEREAS,
the Stockholders are collectively the beneficial owners of, and possess the
power to vote or direct the voting of, certain shares of Company Common Stock,
constituting in the aggregate more than 50% of the outstanding shares of Company
Common Stock (the Shares), and desire to enter into this
Agreement in order to induce the Company and the Purchasers to consummate the
transactions described above;

NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements set
forth herein, intending to be legally bound hereby, the parties hereto agree as
follows:

1.      Agreement to Vote. At such time as the
Company conducts a meeting of, solicits written
consents from, or otherwise seeks a vote of, its stockholders for the purpose of considering the Warrant
Agreement, each of the undersigned Stockholders agrees to duly and validly vote, or cause to be voted, all the
Shares over which such Stockholder possesses voting power, in favor of approving the Warrant Agreement and the
issuance of the Warrant Shares upon exercise of the Warrants in accordance with the terms of the Warrants and the
Warrant Agreement.   The Stockholders will have at all times the right to vote the Shares, in their sole
discretion, with respect to all matters other than as expressly provided in the preceding sentence.

2.      Representations and Warranties of Stockholders.
Each of the Stockholders hereby represents and warrants as follows:

| | (a)      As of the date hereof, the Stockholders are
collectively the beneficial owners of, and possess the power to vote or direct
the voting of, a number of Shares which represent in the aggregate more than 50%
of the outstanding shares of Company Common Stock.
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| | (b)      The Shares subject to this Agreement include
all shares of Company Common Stock with respect to which such Stockholder has
the right, power or authority to vote or direct the vote.
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| | (c)      Such Stockholder has all requisite power and
authority to execute and deliver this Agreement, to vote (or cause the voting of
) the Shares beneficially owned by such Stockholder in accordance with Section 1
hereof, and otherwise to perform such Stockholder's obligations hereunder. This
Agreement has been duly executed and delivered by such Stockholder and
constitutes the valid and binding agreement of such Stockholder, enforceable
against such Stockholder in accordance with its terms (except as enforcement may
be limited by bankruptcy, insolvency and similar laws affecting creditors rights
generally and by general equitable principles).
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3.      Transfer of Shares. Each of the
Stockholders agrees that, until the time of the stockholder vote described in
Section 1 hereof, such Stockholder will not transfer any Shares beneficially
owned by such Stockholder, or take any other voluntary action that would result
in such Stockholder ceasing to have the power to vote (or cause the voting of)
such Shares, without first obtaining an agreement in writing of the transferee
to fully comply with this Agreement.

4.      Third Party Beneficiaries. The
Purchasers shall be deemed to be third party beneficiaries of this Agreement
and, together with the Company, shall have the right to enforce the terms
hereof. No other persons or entities shall be deemed to be third party
beneficiaries hereof.

5.      Specific Performance. The parties hereto agree
that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed by the Stockholders in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
Company and the Purchasers shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement by the Stockholders and to enforce
specifically the terms and provisions hereof in any court of the United States
or any state having jurisdiction, this being in addition to any other remedy to
which they may be entitled at law or in equity.

6.      Amendments; Counterparts. This Agreement may
not be modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by all of the parties hereto. This
Agreement may be executed in counterparts, all of which taken together shall
constitute one agreement.

IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date first written above.

| | INTERPOOL, INC.
By: 
      Name:
      Title:STOCKHOLDERS:
Martin Tuchman
Warren L. Serenbetz
RADCLIFF GROUP, INC.
By: 
      Name:
      Title:
HICKORY ENTERPRISES, L.P.
By: 
      Name:
      Title:
Warren L. Serenbetz, Jr.
Raoul J. Witteveen
Arthur L. Burns
RADCLIFF GROUP, INC.
By: 
      Name:
      Title:
Paul H. Serenbetz
Stuart W. Serenbetz
Clay R. Serenbetz
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