SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006 
OR 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 1-11862

# INTERPOOL, INC.(Exact name of registrant as specified in the charter)

|DELAWARE                                                       | 13-3467669                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of
Incorporation or organization) | (I.R.S. Employer
Identification Number)

|211 COLLEGE ROAD EAST, PRINCETON, NEW JERSEY
(Address of principal executive office) | 08540 
(Zip Code)
|------------------------------------------------------------------------------------ | -----------------

(609) 452-8900 
(Registrant's telephone number including area code)

_________________

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

|Title of Each ClassCOMMON STOCK, PAR VALUE $.0019.25% CONVERTIBLE REDEEMABLE SUBORDINATED DEBENTURES | Name on Each Exchange                    on which RegisteredNEW YORK STOCK EXCHANGENEW YORK STOCK EXCHANGE
|---------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
ACT:

NONE

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes |_| No |X|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_| 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_| 

Indicate by check mark if the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b(2) of the Exchange Act. (Check
one). 

Large accelerated filer |_| Accelerated filer |X| Non-accelerated filer |_| 

Indicate by check mark if the registrant is a shell company, in Rule 12b(2)
of the Exchange Act. Yes |_| No |X| 

The aggregate market value of the shares of the registrant's voting stock held
by non-affiliates of the registrant was $230,506,258, based upon the closing
price of $22.22 per common share, as quoted on the New York Stock Exchange, on
June 30, 2006 (the last day of the registrant's most recently completed second
quarter). 

At May 1, 2007, there were 29,427,359 shares of the registrant's Common Stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

# None

EXPLANATORY NOTE

Interpool, Inc. (the "Company") is filing this Amendment
("Amendment No. 2") to its Form 10-K for the year ended December 31, 2006, as
originally filed with the Securities and Exchange Commission (the "SEC") on
March 9, 2007 (the "Original Filing") and as previously amended by the Form
10-K/A ("Amendment No. 1") filed with the SEC on April 30, 2007 (the Original
Filing, as so amended, the "2006 Form 10-K") in order to correct various errors
and inadvertent omissions in Item 11 in Amendment No. 1. No changes have been
made to Part I or Part II of the Form 10-K as included in the Original Filing
nor have any changes been made to Items 10, 12, 13 or 14 of Part III as included
in Amendment No. 1.

As part of this Amendment No. 2, the Company is also filing new
certifications from our Chief Executive Officer and Chief Financial Officer
(Exhibits 31.1, 31.2, 32.1 and 32.2).

No attempt has been made in this Form 10-K/A to update other
disclosures presented in the 2006 Form 10-K, except as described above. This
Form 10-K/A does not reflect events occurring after the filing of the Original
Filing. Accordingly, this Form 10-K/A should be read in conjunction with our
filings made with the SEC subsequent to the filing of the Original Filing,

# In this Amendment No. 2, unless the context indicates otherwise, the terms
"Company," "we," "us," and "our" refer to Interpool, Inc. and its subsidiaries.

INTERPOOL, INC.

FORM 10-K

TABLE OF CONTENTS

|Item
PART III
      ITEM 11.      EXECUTIVE COMPENSATION
PART IV
      ITEM 15.      EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES | Page
5 
5 
36  
36  
37
|------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------

PART III

ITEM 11.    EXECUTIVE COMPENSATION

# COMPENSATION DISCUSSION
AND ANALYSIS

# Introduction

Compensation Committee Members and the Compensation
Committee Charter

Our Compensation Committee is responsible for determining the
components of compensation paid to our Chief Executive Officer, approving the
level of compensation paid to the Company's other senior executive officers,
determining awards under, and administering, our equity incentive plans and
reviewing and establishing any and all other executive compensation plans
adopted from time to time by the Company.

Our current Compensation Committee consists of Messrs. Warren L.
Serenbetz, Jr. (Chairman), William Shea and Robert Workman. Each member of the
Compensation Committee is an independent director under applicable NYSE listing
standards, an "outside director" as defined in Section 162(m) of the
Internal Revenue Code and a "non-employee" director as defined in
Rule 16b-3 under the Securities Exchange Act of 1934. We monitor the
independence of members of the Compensation Committee through the use of
questionnaires and a requirement that committee members inform the Company of
any changes or developments during the year that many have a bearing on their
independence.

Although we do not require members of the Compensation Committee
to be experts in compensation, we do expect each member of the committee to be
knowledgeable about current compensation arrangements and issues.

The principal duties of the Compensation Committee are:

| | to ensure the Company's executive officers are compensated effectively in a
manner consistent with the Company's stated compensation strategy, internal
equity considerations, competitive practice, and the requirements of the
appropriate regulatory bodies; and
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | to communicate to stockholders the Company's compensation policies and the
reasoning behind such policies.
|- | ----------------------------------------------------------------------------------------------------------

The Board of Directors amended and re-adopted a charter for the
Compensation Committee in November 2004. A copy of that charter is available on
our website at www.interpool.com. The Compensation Committee generally reviews
and reassesses the Compensation Committee Charter annually and recommends to the
Board of Directors any changes it considers necessary or desirable.

The Chairman of the Compensation Committee schedules the
meetings of the Compensation Committee and sets the agenda for each meeting.
Although the Compensation Committee Charter allows the Compensation Committee to
delegate some or all of its duties to sub-committees comprised of one or more of
its members, the Compensation Committee has never exercised this power. All
actions of the Compensation Committee have been taken by the full Compensation
Committee.

Compensation Consultant

Pursuant to its charter, the Compensation Committee is vested
with the authority to retain advisors and to approve any such advisor's fees and
terms. During 2006, the Compensation Committee retained Delves Group to provide
advice to the Compensation Committee. Representatives of Delves Group consulted
directly with, and reported directly to, the Compensation Committee. No other
compensation consultants were retained by the Compensation Committee, the Board
of Directors or management during 2006.

Delves Group was retained principally to evaluate the Company's
current compensation programs and to make recommendations regarding potential
changes. Delves Group provided the Compensation Committee with competitive data
and business and technical considerations. Delves Group did not provide specific
advice with respect to the compensation to be paid to our named executive
officers for 2006. The Compensation Committee has discussed the recommendation
of Delves Group that the Company consider making equity awards and other
long-term incentives more significant components of the Company's overall
compensation programs but to date has not made any decision to do so.

Role of Executives in Establishing Compensation

The Compensation Committee often invites members of management
to attend part of its meetings to provide information and feedback concerning
compensation issues. However, members of management do not attend executive
sessions of the Compensation Committee. Martin Tuchman, our Chief Executive
Officer, provides input directly to the Compensation Committee regarding the
compensation to be paid to other officers, including all the other executive
officers, of the Company. In addition, the Company's General Counsel and other
members of the legal department assist the Compensation Committee in setting
agendas, gathering information and materials and drafting proposals, plans,
memoranda and employment agreements.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during 2006
was an officer or employee of the Company or any of its subsidiaries, was
formerly an officer of the Company or any of its subsidiaries or had any
relationships requiring disclosure in this proxy statement under the heading
"Certain Relationships and Related Transactions," except for Warren Serenbetz,
Jr., who, as an executive officer and shareholder of Radcliff Group, Inc., has
an indirect interest in the preferred stock of our subsidiary, Chassis Holdings
I LLC. None of the Company's executive officers serves as a member of the board
of directors or compensation committee of any entity that has one or more of its
executive officers serving as member(s) of the Company's board of directors or
compensation committee.

As noted above, Mr. Tuchman, our Chief Executive Officer,
provides input on executive officer compensation, other than his own, to the
Compensation Committee. However, Mr. Tuchman does not participate in the
Committee's deliberations during executive sessions.

Compensation Committee Activity

In 2006, there were eight meetings of the Compensation
Committee. All members of the Compensation Committee attended all of the
meetings. At each of the meetings, the Compensation Committee meet in executive
session, at which no members of management were present, for at least part of
the meeting.

Throughout 2006, the Compensation Committee continually reviewed
the compensation being paid to the named executive officers, including the
individual components of each person's total pay package. The Compensation
Committee considered the contractual obligations owed to certain of the
Company's executive officers, specifically Messrs. Burns, Walsh, Gross and
Mertz, under their existing employment agreements. The Compensation Committee
determined that increases in the aggregate compensation paid to each named
executive officer were appropriate in light of the Company's overall performance
and the individual performance of each such officer. The base salary and certain
bonus components are fixed under the terms of our Chief Executive Officer's
Employment Agreement.

All grants of stock options are approved by our Compensation
Committee, which administers the 2004 Stock Option Plan for Key Employees and
Directors, the 1993 Stock Option Plan for Executive Officers and Directors and
the 1993 Non-Qualified Stock Option Plan for Non-Employee, Non-Consultant
Directors. The Compensation Committee awards grants from time to time based on a
number of criteria, including the relative rank of the executive within our
company and his or her specific contributions to the success of the Company for
the prior year based on subjective criteria. We believe occasional grants of
stock options serve to enhance stockholder value by aligning the interests of
our executives with those of the stockholders and also by acting to retain our
executives through the vesting of the options. The Company's 2004 stock option
plan does not specify when options are granted.

# Objectives of the
Company's Compensation Programs

Compensation Philosophy

The goal of the Company's executive compensation policy is to
ensure that an appropriate relationship exists between executive pay and the
creation of stockholder value, while at the same time attracting, motivating and
retaining key employees. To achieve this goal, the Company's named executive
officers are offered compensation opportunities that are linked to the Company's
financial performance and to individual performance and contributions to the
Company's success.

To achieve this goal, the Compensation Committee focuses on the
following considerations:

| | An emphasis on rewarding our named executive officers with total compensation
(including cash, incentive and discretionary bonuses and, in certain cases,
stock options) at competitive market levels, based on each executive's
experience, skills and individual performance;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | An appropriate mix of short-term (salary and cash bonuses) and, on occasion,
long-term compensation (stock options and other equity-based compensation),
which facilitates retention of talented executives and balances short-term and
long-term financial goals and behaviors within the Company;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Recognition that as an executive's level of responsibility increases, a greater
portion of the total compensation opportunity should be based upon performance
incentives; and
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The use of both time-based and performance-based equity with long-term vesting
requirements in order to retain key executive officers.
|- | --------------------------------------------------------------------------------------------------------------------------------------

The primary components of the Company's executive compensation
program for its named executive officers have been: (a) base salaries and
certain guaranteed bonuses, (b) annual performance-based cash bonuses, and (c)
in certain cases, long-term incentive opportunities in the form of stock
options. Our executive compensation program is intended to provide our named
executive officers with overall levels of compensation opportunity that are
competitive within the intermodal transportation industry, as well as within a
broader spectrum of companies of comparable size and complexity.

The Company's Compensation Committee reviews executive
compensation arrangements at least annually to ensure market competitiveness,
and to ensure the Company meets its objective of providing executive pay
packages with appropriate short and long-term incentives, including annual
bonuses and, when warranted, equity compensation tied to individual and Company
performance.

The Compensation Committee calculates and approves the
compensation for the Chief Executive Officer and other named executive officers
in accordance with the provisions of their respective employment agreements and,
in the case of the Chief Executive Officer, a bonus policy adopted by the
Compensation Committee in 2000. The Compensation Committee also determines the
amount of additional discretionary bonuses to be awarded.

The Company evaluates whether its compensation programs achieve
their goals in a number of ways. First, the Company reviews whether its pay
packages have achieved the result of retaining talented executives. Second, the
Company evaluates its success in attracting new executives to the Company.
Third, the Company reviews its performance in relation to the compensation
packages. The Compensation Committee believes that, with respect to each of the
Company's executive officers, the levels of compensation are commensurate with
the Company's performance and the outstanding stock option grants provide the
executives with adequate incentives to focus on long-term results.

Benchmarking

The Company does not employ a formal benchmarking process.
However, the Company continually monitors compensation programs of other
intermodal transportation companies as well as a broader spectrum of companies
of comparable size and complexity. The Compensation Committee expects that the
Company's compensation programs will be revised from time to time to be
competitive within the industry. In addition, during 2006, Delves Group analyzed
comparable companies as part of their recommendations to the Compensation
Committee.

# Compensation Components

For 2006, the Company primarily used two types of compensation
in paying its key executives: base salaries and performance-based annual cash
bonuses. Although the Company did not grant long-term incentive awards to any of
its named executive officers during 2006, all these executive officers held
stock options previously granted under the Company's stock option plans.

Base Salary

The base salary for the Company's Chief Executive Officer, Mr.
Tuchman, is determined pursuant to a formula set forth in his employment
agreement. The base salaries for the Company's other four named executive
officers, Messrs. Burns, Walsh, Gross and Mertz, are set by the Board of
Directors in accordance with their employment contracts. In setting base pay for
the Company's key executives, the Compensation Committee or the Chief Executive
Officer reviews the following quantitative and qualitative factors: Company
performance, the executive's individual performance and scope of responsibility,
competitive market pay information and practices, internal equity and other
considerations.

The Compensation Committee believes that an executive's base
salary should be targeted at market competitive levels while rewarding
outstanding performance with above-average total compensation. Base salaries for
those executives whose salary levels are not fixed under long-term employment
agreements are reviewed annually, and are adjusted from time to time based on a
review of market data and individual executive performance.

Annual Bonuses

Annual target performance based goals serve both to motivate
executives as well as to increase stockholder returns by focusing executive
performance on the attainment of those annual goals identified as having a
positive impact on the Company's business results. Certain bonus components are
fixed under the terms of the Chief Executive Officer's employment agreement and
under a bonus policy for the Chief Executive Officer adopted in 2000. The
employment agreements for the Company's other named executive officers provide
for annual "target" bonuses. Additional discretionary bonuses may be awarded by
the Compensation Committee.

Long-term Incentives

Stock-based compensation has also been an element of the
Company's compensation program for its key executives. The Company's 2004 Stock
Option Plan was adopted by the Board and approved by stockholders in order to
allow the Company to grant options to purchase shares of the Company's Common
Stock. The Compensation Committee determines in its sole discretion, subject to
the terms and conditions of the option plan, the size of a particular award
based upon its subjective assessment of an individual's performance,
responsibility and functions and how this performance may have contributed, or
is expected to contribute, to the Company's performance.

We believe awards pursuant to the Company's stock option plan
align the interests of management with those of the Company's stockholders by
emphasizing long-term stock ownership and increases in stockholder value.
Management will benefit under such plan only if the other stockholders of the
Company also benefit. The purpose of the option plan is to encourage executives
and others to acquire a proprietary interest in the Company, thereby further
stimulating their active interest in the development and financial success of
the Company.

# Compensation Paid in 2006

During 2006, the Compensation Committee reviewed the
compensation being paid to the named executive officers, including the
individual components of each person's total pay package. The Compensation
Committee considered the contractual obligations owed to certain of the named
executive officers, specifically Messrs. Burns, Walsh, Gross and Mertz, under
their existing employment agreements. At year end, the Compensation Committee
determined that the discretionary bonuses to be paid to these four named
executive officers for 2006 were appropriate in light of the Company's overall
performance and the individual performance of each such officer. The base salary
and certain bonus components for the Company's Chief Executive Officer, Mr.
Tuchman, are fixed under the terms of his employment agreement and the bonus
policy adopted by the Compensation Committee in 2000.

For 2006, Martin Tuchman, the Company's Chief Executive Officer,
received a salary of $1,039,464 and a bonus of $7,599,000 in accordance with the
terms of his employment agreement and the bonus policy, as more fully described
below; Arthur Burns, Executive Vice President and General Counsel, received a
salary of $400,000 and a bonus of $300,000; James F. Walsh, Chief Financial
Officer, received a salary of $325,000 and a bonus of $300,000; Richard W.
Gross, Executive Vice President and Chief Operating Officer of the Company's
subsidiary Interpool Containers Limited, received a salary of $325,000 and a
bonus of $175,000; and Herbert Mertz, Executive Vice President and Chief
Operating Officer of the Company's subsidiary Trac Lease, Inc., received a
salary of $300,000 and a bonus of $200,000. Several of these named executive
officers also received reimbursement for living expenses or other cash
compensation as set forth below in the Summary Compensation Table.

Although the Company did not grant any stock options during
2006, all of the named executive officers hold stock options that were granted
in prior years. During 2006, Mr. Tuchman, the Chief Executive Officer, exercised
all of his outstanding stock options and Mr. Burns, the Company's Executive Vice
President and General Counsel, exercised a significant portion of his
outstanding stock options, as described below.

# Post-Termination Compensation

In addition to base salary, bonus and compensation under the
Company's 401(k) plan and stock option plans, the Company has employment
agreements with its most highly compensated executive officers that provide for
severance compensation in the event of termination other than for cause during
the term of the agreement and/or following a change in control during the term
of the agreement. Information regarding these arrangements is provided below
under "Post-Termination Compensation" and "Employment Agreements with Named
Executive Officers."

# Impact of Regulatory Requirements on Compensation

The Internal Revenue Code of 1986, as amended, prohibits
publicly held corporations such as the Company from deducting compensation in
excess of $1,000,000 per individual, other than performance-based compensation.
The Compensation Committee continually evaluates maximizing the deductibility of
executive compensation, while retaining the discretion it deems necessary to
compensate our executive officers.

The Compensation Committee continues to monitor the
implementation of the rules and regulations pursuant to Section 409A of the
Internal Revenue Code, which, among other things, could cause certain types of
deferred payments to be subject to additional taxes and penalties. While the
Company believes that its current employment arrangements and agreements do not
give rise to any negative consequences under Section 409A, it is the Company's
current intention to structure any new employment arrangements or agreements, or
if need be amend existing employment arrangements or agreements, to reduce or
eliminate any adverse effects of Section 409A.

# Inter-Relationships Among Elements of Compensation Packages

There is no significant interplay of the various elements of
total compensation between each other. If options that are granted in one year
become under water, the amount of the bonus amount or compensation to be paid
the executive officer for the next year is generally not impacted. Similarly, if
options become extremely valuable, the amount of compensation or bonus to be
award for the next year is not affected. While the Compensation Committee has
discretion to make exceptions to any compensation or bonus payouts under
existing plans, it has not approved any exceptions to the plans with regard to
any executive officers.

# Other Information

The input from the Company's Chief Executive Officer is
carefully considered by the Compensation Committee regarding the criteria to be
used to determine base salary, annual bonuses and other benefits for executive
officers other than the Chief Executive Officer. Although input from the Chief
Executive Officer is considered by the Compensation Committee and the Board, it
is not given disproportionate weight. The Compensation Committee and the Board
have the final authority on compensation matters.

# Compensation Committee Report

The Compensation Committee members have reviewed and discussed
the foregoing Compensation Discussion and Analysis with management. Based on our
review and discussion with management, we have recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2006.

| | Compensation Committee
Warren L. Serenbetz, Jr., Chairman
William Shea
Robert Workman
| | -------------------------------------------------------------------------------------

Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that incorporate future filings,
the foregoing Compensation Committee Report shall be deemed "furnished" but not
"filed" nor shall it be incorporated by reference into any such filings.

# COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the total compensation awarded
to, earned by, or paid during 2006 to our Chief Executive Officer, our Chief
Financial Officer, and our three other most highly compensated executive
officers whose total compensation for 2006 exceeded $100,000:

# Summary Compensation Table

|Name And Principal Position                                                                                                                   | Year | Salary
($) | Bonus
($) | Stock
Awards ($)
(A) | Option
Awards
($)
(B) | Non-
Equity
Incentive
Plan
Compen-
sation
($) | Change in
Pension 
Value and
Nonqualified
Deferred
Compensa-
tion
Earnings 
($) | All Other
Compensa-
tion
($) | Total
($)
|--------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ---------- | --------- | -------------------- | --------------------- | --------------------------------------------- | ------------------------------------------------------------------------------- | ---------------------------- | ---------
|Martin Tuchman
    Chairman of the 
    Board of Directors, 
    Chief Executive
    Officer, President 
    and Chief Operating 
    Officer | 2006 | 1,039,464  | 7,599,000 | 0                    | 0                     | 0                                             | 0                                                                               | 128,335                      | 8,766,799
|Arthur L. Burns
    Executive Vice 
    President and 
    General Counsel                                                                    | 2006 | 400,000    | 300,000   | 0                    | 0                     | 0                                             | 0                                                                               | 72,884                       | 772,884  
|James F. Walsh
    Executive Vice 
    President and Chief 
    Financial Officer                                                             | 2006 | 325,000    | 300,000   | 0                    | 119,654               | 0                                             | 0                                                                               | 89,782                       | 834,436  
|Richard W. Gross
     Executive Vice 
     President and Chief 
     Operating Officer, 
     Interpool Limited                               | 2006 | 325,000    | 175,000   | 4,500                | 0                     | 0                                             | 0                                                                               | 43,214                       | 547,714  
|Herbert Mertz
    Executive Vice 
    President and Chief
    Operating Officer, 
    Trac Lease, Inc.                                        | 2006 | 300,000    | 200,000   | 1,304                | 236,244               | 0                                             | 0                                                                               | 33,939                       | 771,487  

|(A) | The amounts reported in the Stock Awards column reflect the dollar amount,
without any reduction for risk of forfeiture, recognized for financial reporting
purposes for the fiscal year ended December 31, 2006 of stock awards previously
granted under the Company's deferred bonus plan, calculated in accordance with
the provisions of SFAS 123R.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) | The amounts reported in the Option Awards column represent the dollar amount,
without any reduction for risk of forfeiture, recognized for financial reporting
purposes for the fiscal year ended December 31, 2006 of grants of stock
appreciation rights and options to each of the Names Executive Officers,
calculated in accordance with the provisions of SFAS 123R. Portions of awards
over several years are included.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Narrative to Summary Compensation Table

Base Salary

During 2006, our Chief Executive Officer and our other named
executive officers were employed pursuant to employment agreements with us. Each
employment agreement sets forth, among other things, the executive's base salary
for the initial year of the agreement and provides for annual increases in the
base salary as determined by the Compensation Committee or the Board, provided
that the executive's base salary for any year may not be less than his base
salary for the preceding year. The Chief Executive Officer's base salary under
his employment agreement increases by a minimum of 5% each year. For
descriptions of these employment agreements, see "Employment Agreements" below.
The salary amounts shown in the Summary Compensation Table represent these
executives' base salaries under their employment agreements.

Bonus

For 2006, each of our named executive officers was awarded a
cash bonus in accordance with the terms of his employment agreement, which
provides for either a guaranteed bonus or a targeted bonus, and, in the case of
our Chief Executive Officer, a bonus plan for the Chief Executive Officer. The
named executive officers other than the Chief Executive Officer also received
discretionary cash bonuses. The bonus amounts shown in the table above were
earned with respect to the year indicated and paid either in the year indicated
or in the following year.

Chief Executive Officer Bonus

As described below, Mr. Tuchman is entitled, under the terms of
his employment agreement and under a bonus plan approved by our Compensation
Committee in 2000, to receive a performance bonus each year based upon several
factors, including the amount of any increase in our net income over the
previous year's net income and, if applicable, for any increase over the highest
net income previously reported by the Company. Mr. Tuchman received a bonus for
2006 amounting to $7,599,000.

Under his employment agreement, Mr. Tuchman is entitled to
receive a bonus for each year in an amount equal to 2% of any increase in net
income over that of the preceding year. Because our net income for 2006 exceeded
that of 2005 by $75,453,000, Mr. Tuchman received a bonus of $1,511,000 under
this provision.

In addition, the bonus plan approved by the Compensation
Committee in 2000 establishes three additional measures of incentive bonus
performance for Mr. Tuchman: (1) increase in net income over the highest
previous year; (2) increase in stock price; and (3) maintaining an investment
grade debt rating.

Increase in Net Income:  To the extent that our
net income exceeds that of the highest previous year, a bonus equal to 10% of
the increase is to be paid to Mr. Tuchman. Because our 2006 net income exceeded
the highest previous year by $59,770,000, Mr. Tuchman received a bonus for 2006
in respect of this performance measure in the amount of $5,977,000.

Investment Grade Rating:   Mr. Tuchman is
entitled to a bonus of $100,000 for each year in which we maintain an investment
grade debt rating by either Moody's or Standard and Poor's at year-end. No bonus
under this performance measure was awarded in 2006.

Increased Stock Price:   To the extent our
average stock price for a year exceeds the highest average stock price for any
prior year, Mr. Tuchman is entitled to receive a bonus in the amount of 1.5% of
the increase in our average aggregate market capitalization (the product of the
increase in the average stock price times the weighted average of outstanding
shares plus the dilutive effect of options). In the event of a Change in Control
the share price paid by the acquiring entity will be used to calculate the
amount to be paid under this performance measure. Our 2006 average market
capitalization, calculated as described, exceeded that of 2005; accordingly, Mr.
Tuchman was awarded $111,000 under this performance measure for 2006.

Mr. Tuchman is also eligible for discretionary bonuses awarded by the
Compensation Committee. He did not receive any discretionary bonus in 2006.

Equity Awards

During 2006, the Compensation Committee did not award any stock
option grants pursuant to our 2004 Stock Option Plan.

Other Compensation

During 2006, Messrs. Tuchman, Burns and Gross received payments
for vacation that had accrued but had not been taken amounting to $99,940,
$23,075 and $17,498, respectively.

During 2006, the Company reimbursed Mr. Burns and Mr. Walsh for
living expenses amounting to $24,093 and $54,283, respectively, pursuant to the
terms of their employment agreements.

The amounts listed in the table above under "All Other
Compensation" for 2006 also include the following items:

|Name             | Life Insurance
Premiums | 401(k) 
Matching
Contributions | Medical Insurance | Auto Allowance
|---------------- | ----------------------- | ------------------------------ | ----------------- | --------------
|Martin Tuchman   | 470                     | 15,000                         | 12,925            | (A)           
|James F. Walsh   | 376                     | 15,000                         | 10,523            | 9,600         
|Arthur L. Burns  | 376                     | 15,000                         | 10,340            | --            
|Richard W. Gross | 376                     | 15,000                         | 10,340            | --            
|Herbert Mertz    | 376                     | 11,250                         | 15,245            | 7,068         

(A)  
Mr. Tuchman does not receive an automobile allowance but he has use of
company-provided automobiles.

# Information Regarding
Plan-Based Equity Awards

We grant stock options under our 2004 Stock Option Plan for
Executive Officers. Previously, options were granted under our 1993 Stock Option
Plan for Executive Officers (the "1993 Plan"). A total of 160,000 options
granted under the 1993 Plan and not exercised are still outstanding, but no new
options may be granted under the 1993 Plan.

We believe that our long-term interests are best advanced by our
stock option plans by aligning the interest of our executive officers with the
interests of our shareholders. Options under our 2004 Stock Option Plan are
granted at the then-current market price at the time the option is granted. The
options have a three-year vesting period and with certain exceptions, expire at
the end of ten years from the date of grant, or six months after retirement.
Options granted under our 2004 Stock Option Plan are either incentive stock
options or non-qualified stock options as defined under the Internal Revenue
Code as explained below. Options are granted by our Compensation Committee,
which administers the Plans.

The Compensation Committee determines which executives will be
awarded options based on a number of criteria including the relative rank of the
executive within our company and his or her subjective contributions to the
success of the company for the prior year. We believe the options serve to
enhance shareholder value by aligning the interest of our executives with those
of the shareholders and also by acting to retain our executives through the
vesting of the options.

An optionee generally recognizes no taxable income as the result
of the grant of a nonqualified stock option. Upon the exercise of a nonqualified
stock option, the optionee normally recognizes ordinary income equal to the
difference between the stock option exercise price and the fair market value of
the shares on the exercise date. Such ordinary income is subject to withholding
of income and employment taxes. Upon the sale of stock acquired by the exercise
of a nonqualified stock option, any subsequent gain or loss, generally based on
the difference between the sale price and the fair market value on the exercise
date, will be taxed as capital gain or loss. A capital gain or loss will be
long-term if the optionee's holding period is more than twelve months. We
recognize expense for the grant-date fair value of the stock options over the
vesting period of the options. We will receive a tax deduction when the tax
benefit realized exceeds the compensation amount expensed for financial
reporting purposes, except to the extent such deduction is limited by applicable
provisions of the Internal Revenue Code. Option grants are accounted for under
FAS 123R as described in Note 14 of the consolidated financial statements
included in our Annual Report on Form 10-K for the year ended December 31, 2006.

A summary of the Company's stock option activity for the year
ended December 31, 2006 for the combined plans was as follows:

|                                                              | Shares                                                         | Weighted-
Average
Exercise 
Price | Weighted-
Average
Remaining
Contractual 
Life (Years) | Aggregate 
Intrinsic Value
(in thousands)
|------------------------------------------------------------- | -------------------------------------------------------------- | --------------------------------- | ----------------------------------------------------- | -----------------------------------------
|Outstanding at January 1, 2006                                | 3,178,063                                                      | $11.75                            | 3.7                                                   | --                                       
|Granted                                                       | 45,000                                                         | 21.16                             | 9.5                                                   | --                                       
|Forfeited or Expired                                          | (20,000)                                                       | 21.13                             | --                                                    | --                                       
|Exercised                                                     | (2,376,563)                                                    | 10.25                             | 1.7                                                   | $34,531(a)                               
|                                                              | ______________________________________________________________
|Outstanding at December 31, 2006                              | 826,500                                                        | $16.33                            | 5.9                                                   | $5,809                                   
|Vested and expected to vest in the future atDecember 31, 2006 | 826,500                                                        | $16.33                            | 5.9                                                   | $5,809                                   
|Exercisable at December 31, 2006                              | 711,502                                                        | $15.58                            | 5.5                                                   | $5,537                                   
|Available for grant at December 31, 2006                      | 1,255,000                                                     

(a)       Intrinsic value of
options exercised during 2005 and 2004 was $9,035 and $7,888,
respectively.

A summary of the Company's stock option activity for non vested
options for the year ended December 31, 2006 for the combined plans
was as follows:

|                                                  | Shares                                                         | Weighted-
Average
Exercise 
Price | Weighted-
Average
Remaining
Contractual 
Life (Years) | Aggregate 
Intrinsic Value
(in thousands)
|------------------------------------------------- | -------------------------------------------------------------- | --------------------------------- | ----------------------------------------------------- | -----------------------------------------
|Non Vested Options Outstanding at
January 1, 2006 | 165,000                                                        | $20.90                            | --                                                    | --                                       
|Granted                                           | 45,000                                                         | 21.16                             | --                                                    | --                                       
|Forfeited or Expired                              | (20,000)                                                       | 21.13                             | --                                                    | --                                       
|Vested during period                              | (75,002)                                                       | 20.85                             | --                                                    | --                                       
|                                                  | ______________________________________________________________
|Outstanding at December 31, 2006                  | 114,998                                                        | $20.99                            | 8.8                                                   | $272                                     

# Outstanding Equity
Awards At Fiscal Year End 2006

The following table provides information as of December 31, 2006 regarding
stock based awards held by our named executive officers under the Company's Stock
Option Plans and the former Deferred Bonus Plan. There were no other outstanding equity
awards held by the named executive officers as of December 31, 2006.

`Outstanding Equity Plan Awards
                                                              ------------------------------
                                       Option Awards                                                    Stock Awards
Name             No. of         No. of         Equity            Option      Option      No. of     Market      Equity       Equity
                 Securities     Securities     Incentive Plan    Exercise    Expiration  Shares or  Value of    Incentive    Incentive
                 underlying     underlying     Awards: No.       Price ($)   Date        Units of   Shares or   Plan         Plan
                 Unexercised    Unexercised    of Securities                             Stock      Units of    Awards:      Awards:
                 Options        Options        Underlying                                That       Stock       No. of       Market or
                 Exercisable    Unexercisable  Unexercised                               Have Not   That        unearned     Payout
                 (#)            (#)            Unearned                                  Vested     Have Not    Shares,      Value of
                                               Options (#)                               (#) (A)    Vested      Units or     Unearned
                                                                                                    ($)         Other        Shares,
                                                                                                    (B)         Rights       Units or
                                                                                                                That Have    Other
                                                                                                                Not Vested   Rights
                                                                                                                (#)          That Have
                                                                                                                             Not
                                                                                                                             Vested
Martin
Tuchman            ---              ---            ---              ---         ---        ---      ---         ---          ---

James F.
Walsh            25,000             ---            ---             18.77     11/18/2015    ---      ---         ---          ---
                 16,667            8,333           ---             20.38      5/18/2015    ---      ---         ---          ---

Arthur L.
Burns           150,000             ---            ---             18.77     11/18/2015    ---      ---         ---          ---

Richard
Gross           100,000             ---            ---             18.77     11/18/2015                         ---          ---
                                                                                          2,645   61,787

Herbert
Mertz             7,500             ---            ---             10.25      9/16/2008                         ---          ---
                 50,000             ---            ---             11.94     10/10/2010
                 25,000           25,000           ---             21.05      7/21/2015
                                                                                            767   17,917`

|(A) | Reflects unvested stock units pursuant to the Deferred Bonus Plan for the Named
Executive Officers. The vesting schedule for these stock units is as follows:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

Outstanding Awards Under Deferred Bonus Plan (# of Units)

|Name            | 1/2/07 | 1/2/08 | 1/2/09 | 1/2/10 | 1/2/11 | 1/2/12 | 1/2/13 | 1/2/14 | Total
(# of units)
|--------------- | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------------------
|Martin Tuchman  | --     | --     | --     | --     | --     | --     | --     | --     | --                
|James F. Walsh  | --     | --     | --     | --     | --     | --     | --     | --     | --                
|Arthur L. Burns | --     | --     | --     | --     | --     | --     | --     | --     | --                
|Richard Gross   | 331    | 331    | 331    | 331    | 331    | 331    | 331    | 328    | 2,645             
|Herbert Mertz   | 96     | 96     | 96     | 96     | 96     | 96     | 96     | 95     | 767               

|(B) | Market value of unvested units of stock assumes a price of $23.36 per share of
our Common Stock as of December 29, 2006 (the last trading date for 2006 on the
NYSE).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Option Exercises and
Stock Vested For Year Ended December 31, 2006

The following table provides information with respect to 2006 for our named
executive officers regarding options exercised under the Company's stock option
plans and regarding stock awards which became vested and were issued under the
Company's former Deferred Bonus Plan.

|                | Option Awards                             | Stock Awards                     
|--------------- | ----------------------------------------- | ---------------------------------
|Name            | Number of Shares
Acquired on Exercise (#) | Value Realized
On Exercise ($)(A)
|Martin Tuchman  | 2,280,000                                 | 33,128,400                       
|James F. Walsh  | --                                        | --                               
|Arthur L. Burns | 96,563                                    | 1,403,060                        
|Richard Gross   | --                                        | --                               
|Herbert Mertz   | --                                        | --                               

|(A) | The value realized is the difference between the closing price of the Common
Stock of the Company at the time of exercise and the option exercise price
(adjusted for stock dividends), times the number of shares acquired on exercise.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) | Determined by multiplying the number of shares of common stock that vested by
the market value of the underlying stock on the vesting date.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

On November 13, 2006, Mr. Tuchman, the Company's Chairman and
Chief Executive Officer, and Mr. Burns, the Company's Executive Vice President
and General Counsel, exercised stock options for 2,280,000 and 96,563 shares,
respectively, under the terms of the 1993 Stock Option Plan. The options
exercised, which were scheduled to expire in 2008 if not exercised, had an
exercise price of $10.25 per share and the market value at the date they were
exercised was $24.78 per share.

In order to exercise his options, Mr. Tuchman paid the aggregate
exercise price of $23,370,000 by returning 943,099 shares which he previously
owned to the Company and had the Company withhold 619,653 shares from the shares
being issued in connection with the exercise of the option in order to meet his
minimum tax withholdings. Mr. Burns asked that both the aggregate exercise price
of $990,000 and his minimum withholdings be satisfied by having 64,742 shares
withheld by the Company from the shares being issued in connection with the
options being exercised. All share amounts were valued at their fair market
value based on the market price of the common stock at the date of exercise. Mr.
Tuchman and Mr. Burns continue to own the shares that they acquired upon
exercise of the stock options. The 1,627,494 shares delivered to or withheld by
the Company in connection with the exercise of these stock options by Messrs.
Tuchman and Burns had an aggregate market value of $40,329,000. The exercise
resulted in the issuance of 1,660,347 shares to Messrs. Tuchman and 31,791
shares to Mr. Burns.

# Post-Termination
Compensation

The Company's five named executive officers have
post-termination provisions as part of their employment agreements. Each
employment agreement provides that in the event of termination by (1) the
Company due to the executive's death or disability or cause, or (2) by the
executive other than for good reason, the executive will be entitled to receive:
(a) base salary up to and including the effective date of termination, prorated
on a daily basis; (b) payment for any accrued, unused vacation as of the
effective date of termination; (c) in the event of termination due to the
executive's death or disability, any performance-based bonus previously earned
but not paid; and (d) any other benefits (if any) payable upon the executive's
death or disability.

Further, each agreement (other than Mr. Tuchman's) provides
that, in the event of termination (1) by the Company other than due to the
executive's death or disability or cause, or (2) by the executive for good
reason, the executive will also be entitled to receive payment, either as a lump
sum or in monthly installments over the severance period, of an amount equal to
his base salary and target bonus. In addition, the executive will receive
continued medical benefits for a specified number of months. The base salary is
calculated at the rate in effect at the date of such termination. These salary,
target bonus and continued medical benefit continuation periods are as follows:
Mr. Burns, three years; Mr. Walsh, two years; Mr. Gross, two years; and Mr.
Mertz, two years.

In the case of Mr. Tuchman, upon termination, his employment
agreement would entitle him to continuation of his salary for the remainder of
the seven-year term of his employment agreement and reimbursement of medical
expenses for an additional five year period thereafter.

Notwithstanding the provisions described above, if the
executive's employment is terminated by the Company, other than due to the
executive's death or disability or cause, or by the executive for good reason,
in either case, upon a "change in control," then (1) all stock options,
restricted awards or other types of equity-based compensation then held by the
executive that were not previously exercised will become fully vested and
exercisable; (2) any unpaid target bonus for any measurement period ended prior
to the date of termination will be paid as soon as practicable; (3) the
executive shall be entitled to receive an amount equal to the annual amount of
the executive's base salary and target bonus calculated at the then current
rate, multiplied by three, in the case of Mr. Burns, and two, in the case of
Messrs. Walsh, Gross and Mertz; and (4) the executive will be entitled to
continuation of medical benefits for a period of three years, in the case of Mr.
Burns, or two years, in the case of Messrs. Walsh, Gross and Mertz.

As defined in the employment agreements for our named executive
officers, other than Mr. Tuchman, a "Change in Control" will be deemed to have
occurred if the event described in any one of the following paragraphs shall
have occurred:

| | (i) any Person is or
becomes the Beneficial Owner, directly or indirectly, of securities of the
Company (not including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its affiliates) representing
50% or more of the combined voting power of the Company's then outstanding
securities, excluding any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (A) of paragraph (iii) below;
or 

          
          (ii) the following
individuals cease for any reason to constitute a majority of the number of
directors then serving: individuals who, on the date hereof, constitute the
Board and any new director (other than a director whose initial assumption of
office is in connection with an actual or threatened election contest, including
but not limited to a consent solicitation, relating to the election of directors
of the Company) whose appointment or election by the Board or nomination for
election by the Company's stockholders was approved or recommended by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors on the date hereof or whose appointment, election or nomination for
election was previously so approved or recommended; or

          
          (iii) there is
consummated a merger or consolidation of the Company or any direct or indirect
subsidiary of the Company with any other corporation, other than (A) a merger or
consolidation immediately following which the individuals who comprise the Board
immediately prior thereto constitute at least a majority of the board of
directors of the Company, the entity surviving such merger or consolidation or
any parent thereof (or a majority plus one member where such board comprises an
odd number of members), or (b) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person is
or becomes the Beneficial Owner, directly of indirectly, of securities of the
Company (not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates) representing
50% or more of the combined voting power of the Company's then outstanding
securities; or

          
          (iv) there is
consummated an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or disposition by
the Company of all or substantially all of the Company's assets to an entity, at
least 51% of the combined voting power of the voting securities of which are
owned by stockholders of the Company in substantially the same proportions as
their ownership of the Company immediately prior to such sale, or the
stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding the foregoing, a "Change in Control" shall not
be deemed to have occurred by virtue of the consummation of any transaction or
series or integrated transactions immediately following which the record holders
of the common stock of the Company immediately prior to such transaction or
series of transactions continue to have substantially the same proportionate
ownership in an entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series of transactions.

The post-severance payments due to the Company's named executive
officers pursuant to the arrangements described above are as follows:

Martin Tuchman

With respect to Mr. Tuchman, potential payments upon termination
or change in control under contracts, plans, agreements, or arrangements would
be as follows assuming the triggering event had occurred on January 1, 2007:

|Potential Payments 
upon Termination or Change in Control | Voluntary Resignation | By CompanyFor Cause | By CompanyWithout Cause | Disability | Death     
|--------------------------------------------------------- | --------------------- | ------------------- | ----------------------- | ---------- | ----------
|Cash Payments(A)                                          | --                    | --                  | $7,640,066              | $2,078,928 | $6,652,570
|Accelerated Equity Awards                                 | --                    | --                  | --                      | --         | --        
|Continued Perquisites/Benefits                            | (B)                   | --                  | (B)                     | (B)        | --        
|Tax Gross-Ups                                             | --                    | --                  | --                      | --         | --        
|                                                          |                       |                     |                         |            |           
|Total                                                     | --                    | --                  | $7,640,066              | $2,078,928 | $6,652,570
|                                                          |                       |                     |                         |            |           

(A)   Does not include cash bonus payments for the
year in question that would accelerate upon a change of control.

(B)   Mr. Tuchman is entitled to reimbursement of
medical expenses for the remainder of the then current seven year term and for
five years thereafter in connection with termination due to disability or
termination without cause by the Company. These amounts cannot be determined
until such time as invoices for reimbursement are presented. In the event of
voluntary termination by Mr. Tuchman prior to the expiration of the Employment
Period no further compensation shall be payable however, Mr. Tuchman shall be
entitled to reimbursement of medical expenses for a period of five
years.

Arthur L. Burns

With respect to Mr. Burns, potential payments upon termination
or change in control under contracts, plans, agreements, or arrangements would
be as follows assuming the triggering event had occurred on January 1, 2007:

|Potential Payments 
upon Termination or 
Change in Control | Voluntary Resignation | By Employee For Good Reason | By Company For Cause | By Company Without Cause | Disability orDeath | Change In Control($)
|---------------------------------------------------------- | --------------------- | --------------------------- | -------------------- | ------------------------ | ------------------ | --------------------
|Cash Payments                                              | --                    | $1,623,000                  | --                   | $1,623,000               | --                 | $1,623,000          
|Accelerated Equity Awards                                  | --                    | --                          | --                   | --                       | --                 | --                  
|Continued Perquisites/Benefits                             | --                    | 32,148                      | --                   | 32,148                   | --                 | 32,148              
|Tax Gross-Ups                                              | --                    | --                          | --                   | --                       | --                 | --                  
|                                                           |                       |                             |                      |                          |                    |                     
|Total                                                      | --                    | $1,655,148                  | --                   | $1,655,148               | --                 | $1,655,148          
|                                                           |                       |                             |                      |                          |                    |                     

James F. Walsh

With respect to Mr. Walsh, potential payments upon termination
or change in control under contracts, plans, agreements, or arrangements would
be as follows assuming the triggering event had occurred on January 1, 2007:

|Potential Payments 
upon Termination 
or Change in Control | Voluntary Resignation | By Employee For Good Reason | By Company For Cause | By Company Without Cause | Disability or Death | Change In Control ($) | Non-renewal byCompany-FollowingChange of Control
|---------------------------------------------------------- | --------------------- | --------------------------- | -------------------- | ------------------------ | ------------------- | --------------------- | ------------------------------------------------
|Cash Payments                                              | --                    | $1,006,000                  | --                   | $1,006,000               | --                  | $1,006,000            | $503,000                                        
|Accelerated Equity Awards                                  | --                    | --                          | --                   | --                       | --                  | 194,659(A)            | 194,659(A)                                      
|Continued Perquisites/Benefits                             | --                    | 21,798                      | --                   | 21,798                   | --                  | 21,798                | --                                              
|Tax Gross-Ups                                              | --                    | --                          | --                   | --                       | --                  | --                    | --                                              
|                                                           |                       |                             |                      |                          |                     |                       |                                                 
|Total                                                      | --                    | $1,027,798                  | --                   | $1,027,798               | --                  | $1,222,457            | $697,659                                        
|                                                           |                       |                             |                      |                          |                     |                       |                                                 

(A)       Represents the market
value at January 1, 2007 of 8,333 unvested options held by Mr. Walsh on that
date which would vest upon a change in control. The exercise price of these
options would amount to $169,827.

Richard W. Gross

With respect to Mr. Gross, potential payments upon termination
or change in control under contracts, plans, agreements, or arrangements would
be as follows assuming the triggering event had occurred on January 1, 2007:

|Potential Payments 
upon Termination 
or Change in Control | Voluntary Resignation | By Employee For Good Reason | By Company For Cause | By Company Without Cause | Disability or Death | Change In Control ($) | Non-renewal by Company-No Change of Control
|---------------------------------------------------------- | --------------------- | --------------------------- | -------------------- | ------------------------ | ------------------- | --------------------- | -------------------------------------------
|Cash Payments                                              | --                    | $996,000                    | --                   | $996,000                 | --                  | $996,000              | $498,000                                   
|Accelerated Equity Awards                                  | --                    | --                          | --                   | --                       | --                  | --                    | --                                         
|Continued Perquisites/Benefits                             | --                    | 21,432                      | --                   | 21,432                   | --                  | 21,432                | --                                         
|Tax Gross-Ups                                              | --                    | --                          | --                   | --                       | --                  | --                    | --                                         
|                                                           |                       |                             |                      |                          |                     |                       |                                            
|Total                                                      | --                    | $1,017,432                  | --                   | $1,017,432               | --                  | $1,017,432            | $498,000                                   
|                                                           |                       |                             |                      |                          |                     |                       |                                            

Herbert Mertz

With respect to Mr. Mertz, potential payments upon termination
or change in control under contracts, plans, agreements, or arrangements would
be as follows assuming the triggering event had occurred on January 1, 2007:

|Potential Payments 
upon Termination 
or Change in Control | Voluntary Resignation | By Employee For Good Reason | By Company For Cause | By Company Without Cause | Disability or Death | Change In Control ($) | Non-renewal byCompany-NoChange of Control
|---------------------------------------------------------- | --------------------- | --------------------------- | -------------------- | ------------------------ | ------------------- | --------------------- | -----------------------------------------
|Cash Payments                                              | --                    | $944,000                    | --                   | $944,000                 | --                  | $944,000              | $472,000                                 
|Accelerated Equity Awards                                  | --                    | --                          | --                   | --                       | --                  | 584,000(A)            | 584,000(A)                               
|Continued Perquisites/Benefits                             | --                    | 31,242                      | --                   | 31,242                   | --                  | 31,242                | --                                       
|Tax Gross-Ups                                              | --                    | --                          | --                   | --                       | --                  | --                    | --                                       
|                                                           |                       |                             |                      |                          |                     |                       |                                          
|Total                                                      | --                    | $975,242                    | --                   | $975,242                 | --                  | $1,559,242            | $1,056,000                               
|                                                           |                       |                             |                      |                          |                     |                       |                                          

(A)       Represents the market
value at January 1, 2007 of 25,000 unvested options held by Mr. Mertz on that
date which would vest upon a change in control. The exercise price of these
options would amount to $526,250.

# Description of Equity
Compensation and Incentive Plans

2004 Stock Option Plan

Our 2004 Stock Option Plan for Key Employees and Directors (the
"2004 Stock Option Plan") was adopted by our Board of Directors on November 3,
2004 and approved by our stockholders at our 2004 Annual Meeting. A total of 1.5
million shares of common stock have been reserved for issuance under the 2004
Stock Option Plan. Options may be granted under the 2004 Stock Option Plan, in
the discretion of the Compensation Committee of the Board of Directors, to key
employees and directors (whether or not they are employees) of Interpool, Inc.
and its subsidiaries. The number of shares that may be the subject of options
granted during any calendar year to any one individual cannot exceed 250,000
shares.

The 2004 Stock Option Plan is administered by the Compensation
Committee, which consists solely of independent directors. The Compensation
Committee has the authority, within limitations as set forth in the 2004 Stock
Option Plan, to establish rules and regulations concerning the 2004 Stock Option
Plan, and to determine the persons to whom options may be granted, the number of
shares of common stock to be covered by each option and the terms and provisions
of the option to be granted. The Compensation Committee has the right to cancel
any outstanding options and to issue new options on the terms and upon the
conditions as may be consented to by the optionee affected. In addition, the
Compensation Committee has the authority, subject to the terms of the 2004 Stock
Option Plan, to determine the appropriate adjustments in the terms of each
outstanding option in the event of a change in the common stock or our capital
structure.

Options are exercisable by the holder subject to terms fixed by
the Compensation Committee. An option will be exercisable immediately upon the
occurrence of any of the following (but in no event subsequent to the expiration
of the term of an option):

| | 1. | the holder's retirement on or after attainment of age 65;
| | -- | ---------------------------------------------------------

| | 2. | the holder's disability or death; or
| | -- | ------------------------------------

| | 3. | special circumstances or events as the Compensation Committee determines merits
special consideration.
| | -- | ------------------------------------------------------------------------------------------------------

Under the 2004 Stock Option Plan, a holder may pay the exercise
price in cash, by check, by delivery to us of shares of common stock already
owned by the holder for at least six months by a cashless method in accordance
with procedures that may be established by the Compensation Committee or by such
other method as the Compensation Committee may permit from time to time.

Options granted under the 2004 Stock Option Plan are not
transferable except by will or the laws of descent and distribution. However,
the Compensation Committee may, in its discretion, authorize a transfer of any
option (other than an incentive stock option), by the initial holder to (i) the
family members of the initial holder, (ii) a trust or trusts for the exclusive
benefit of such family members, (iii) a corporation or partnership in which such
family members and/or the initial holder are the only shareholders or partners,
or (iv) such other persons or entities which the Compensation Committee may
permit; provided, however, that subsequent transfers of such option shall be
prohibited except by will or the laws of descent and distribution. If an option
holder terminates employment with us and all subsidiaries or service as a
director of Interpool or a subsidiary while holding an unexercised option, the
option will terminate immediately, but the option holder will have until the end
of the tenth business day following his termination of employment or service to
exercise the option.

However, all options held by an option holder will terminate
immediately if the termination is for cause, including but not limited to
violation of the holder's duties. If cessation of employment or service is due
to retirement on or after attainment of age 65, disability or death, the option
holder or the holder's successor-in-interest, as the case may be, is permitted
to exercise any option within three months of retirement or within six months of
disability or twelve months of death. Shares subject to options granted under
the 2004 Stock Option Plan which expire, terminate or are cancelled without
having been exercised in full become available again for option grants.

The 2004 Stock Option Plan may be terminated and may be modified
or amended by the Compensation Committee or the Board of Directors at any time;
provided, however, that (1) no modification or amendment increasing the
aggregate number of shares which may be issued under the 2004 Stock Option Plan
or under options granted to any individual during any calendar year, or changing
the class of persons who are eligible to receive options will be effective
without stockholder approval within one year of the adoption of the amendment
and (2) no such termination, modification or amendment of the 2004 Stock Option
Plan will alter or affect the terms of any then outstanding options without the
consent of the holders thereof (except as described below). The Compensation
Committee may cancel or terminate an outstanding option with the consent of the
holder and grant an option for the same number of shares to the individual based
on the then fair market value of the common stock, which may be higher or lower
than the exercise price of the canceled option. In addition, the Compensation
Committee or the Board of Directors may amend the 2004 Stock Option Plan and the
terms of outstanding options, without the consent of the holders thereof, in
connection with any tax law changes which are not consistent with the purpose
and intended tax treatment of the 2004 Stock Option Plan and the options as
previously in effect.

As of December 31, 2006, a total of 350,000 options, 316,667 of
which are exercisable, were held by 5 persons under the 2004 Stock Option Plan.

Previously, we maintained a 1993 Stock Option Plan for Executive
Officers and Directors (the "1993 Stock Option Plan"), which is discussed below.

1993 Stock Option Plan

No options may be granted under the 1993 Stock Option Plan which
expired in March 2003. Our 1993 Stock Option Plan for Executive Officers and
Directors was adopted by our Board of Directors and approved by the stockholders
in March 1993. A total of 6,000,000 shares of common stock were reserved for
issuance under the 1993 Stock Option Plan. Options could have been granted under
the 1993 Stock Option Plan to executive officers and Directors of Interpool or a
subsidiary (including any executive consultant of Interpool and its
subsidiaries), whether or not they were employees. As of December 31, 2006,
286,500 options were issued and outstanding under the 1993 Stock Option Plan,
all of which are exercisable by 13 persons.

Effective January 1, 2004 the Compensation Committee began to
administer the 1993 Stock Option Plan which had previously been administered by
a Stock Option Committee.

The 1993 Stock Option Plan does not require that the members of
the Compensation Committee be "disinterested persons" within the meaning of Rule
16b-3, as from time to time amended, under the Securities Exchange Act of 1934.
The Compensation Committee has the authority, within limitations as set forth in
the 1993 Stock Option Plan, to establish rules and regulations concerning the
1993 Stock Option Plan. In addition, the Compensation Committee has the
authority, subject to the terms of the 1993 Stock Option Plan, to determine the
appropriate adjustments in the terms of each outstanding option in the event of
a change in the common stock or our capital structure.

Options are exercisable by the holder subject to terms fixed by
the Compensation Committee. No option can be exercised until at least six months
after the date of grant. However, an option will be exercisable immediately upon
the occurrence of any of the following (but in no event during the six-month
period following the date of grant or subsequent to the expiration of the term
of an option):

|1. | the holder's retirement on or after attainment of age 65;
|-- | ---------------------------------------------------------

|2. | the holder's disability or death; or
|-- | ------------------------------------

|3. | special circumstances or events as the Compensation Committee determines merits
special consideration.
|-- | ------------------------------------------------------------------------------------------------------

Under the 1993 Stock Option Plan, a holder may pay the exercise
price in cash, by check, by delivery to us of shares of common stock already
owned by the holder, or, with respect to non-qualified stock options and subject
to approval by the Compensation Committee, in shares issuable in connection with
the option, or by such other method as the Compensation Committee may permit
from time to time.

Options granted under the 1993 Stock Option Plan are
non-transferable and non-assignable; provided, however, that the estate of a
deceased holder may exercise any options held by the decedent. If an option
holder terminates employment with us and all subsidiaries or service as a
director of Interpool or a subsidiary while holding an unexercised option, the
option will terminate immediately, but the option holder will have until the end
of the tenth business day following his termination of employment or service to
exercise the option. However, all options held by an option holder will
terminate immediately if the termination is for cause, including but not limited
to a result of a violation of the holder's duties. If cessation of employment or
service is due to retirement on or after attainment of age 65, disability or
death, the option holder or the holder's successor-in-interest, as the case may
be, is permitted to exercise any option within three months of retirement or
disability or within six months of death.

The 1993 Stock Option Plan may be modified or amended by the
Compensation Committee or the Board of Directors at any time; provided, however,
that (1) no modification or amendment increasing the aggregate number of shares
which may be issued under options, increasing materially the benefits accruing
to participants under the 1993 Stock Option Plan, or materially modifying the
requirements as to eligibility to receive options will be effective without
stockholder approval within one year of the adoption of the amendment and (2) no
such modification or amendment of the 1993 Stock Option Plan will alter or
affect the terms of any then outstanding options without the consent of the
holders thereof. The Compensation Committee may cancel or terminate an
outstanding option with the consent of the holder.

In November 2006, the Company filed a Registration Statement on
Form S-8 with the Securities and Exchange Commission to register a total of
4,458,063 shares of common stock, $0.001 par value per share, of the Company
(plus any additional shares of common stock that may be issued pursuant to the
adjustment provisions of the Company's stock option plans) that may be issued
under the Company's 2004 Stock Option Plan for Key Employees and Directors, the
2004 Nonqualified Stock Option Plan for Non-Employee, Non-Officer Directors, the
1993 Stock Option Plan for Executive Officers and Directors and the 1993 Stock
Option Plan for Non-Employee, Non-Consultant Directors and 45,512 shares of
common stock issued or issuable pursuant to awards granted under the Interpool,
Inc. Deferred Bonus Plan described below.

401(k) Plan

We maintain a deferred savings plan for employees that is
intended to qualify under Section 401(k) of the Internal Revenue Code. All our
employees who are based in the United States are eligible to participate in the
401(k) Plan. Each participant may elect to contribute up to 6% of such
participant's compensation on a pre-tax basis for which the Company makes
matching contributions equal to 75% of the participant's contribution. In
addition, participants can elect to make additional unmatched contributions to
the 401(k) Plan up to an additional 9% of the participant's compensation. Such
salary deferral contributions are 100% vested at all times. Amounts credited to
a participant's account are distributed to the participant at the earliest of
(1) the termination of his or her employment with us, (2) a requested withdrawal
after age 59 1/2 or upon evidence of disability or (3) a requested withdrawal
due to financial hardship. The 401(k) Plan administrator may authorize loans
from the 401(k) Plan to participants in a manner which is uniform and
nondiscriminatory. Under the Code, salary deferral contributions are not taxable
to the employee until the amounts are distributed to the employee, and all
matching contributions are tax deductible to us. The 401(k) Plan provides for
the making by us of any matching or profit sharing contributions to the 401(k)
Plan, in the form of shares of common stock of Interpool.

Deferred Bonus Plan

In November 2002, our Board of Directors approved a Deferred
Bonus Plan (the "Deferred Bonus Plan") under which employees of Interpool and
our affiliates who received discretionary year-end bonuses of greater than
$50,000 received such bonuses partly in cash and partly in the form of an award
of Interpool common stock. Bonus stock awards under this plan vest in equal
installments over a five-year period, unless the recipient elected to have the
award vest over a ten-year period or the Board of Directors specified another
period. The unvested portion of any bonus stock award will vest immediately if a
change in control of Interpool occurs, if the employee is terminated without
cause, if the employee resigns for a good reason, if the employee dies or
becomes permanently disabled, or in any other circumstance deemed appropriate by
the Board of Directors. If a recipient resigns voluntarily without a good reason
or is terminated for cause, the employee would forfeit any unvested portion of
any bonus stock award. The number of shares covered by any bonus stock award was
determined based upon a 10% discount from the market price of Interpool common
stock at year-end, except that the discount was 30% for any bonus stock awards
that vest over ten years. Under the Plan, each employee granted a bonus stock
award has the right to require us to purchase from the employee a total number
of shares equal to the number covered by the bonus stock award.

On January 2, 2003, the Company granted to 12 eligible employees
139,067 shares of restricted stock that had a fair value of $16.83 per share at
the grant date, 4,641 of which vest over a five year period, 74,019 vest over a
ten year period and 60,407 were forfeited. During the fourth quarter 2003, in
accordance with the terms of the separation agreement with the Company's
previous President and Chief Operating Officer, 60,407 unvested shares were
forfeited.

On January 2, 2004, the Company granted to 17 eligible employees
27,259 shares of restricted stock that had a fair value of $13.60 per share at
the grant date, 7,301 of which vest over a five year period and 19,958 vest over
a ten year period.

During the first quarter of 2004, our Chief Executive Officer
elected to voluntarily relinquish his entire 2002 bonus, including 60,407
unvested shares of restricted stock.

In September 2004, the Board of Directors terminated the
Deferred Bonus Plan. All stock previously issued under the Deferred Bonus Plan
will continue to be subject to the terms of the Deferred Bonus Plan. However,
future bonuses will not be subject to the terms of the Deferred Bonus Plan.

Additional Equity Compensation Plan Information

The following presents certain equity compensation plan
information as of December 31, 2006. This table does not include shares issuable
under the Deferred Bonus Plan as outlined in Note 16 to the Consolidated
Financial Statements. In September 2004, the Board of Directors terminated the
Bonus Plan. All stock previously granted under the Deferred Bonus Plan will
continue to be subject to the terms of the Deferred Bonus Plan.

|Plan Category                                              | (a)
Number of securities 
to be issued upon 
exercise of 
outstanding options, 
warrants and rights | (b)
Weighted-average 
exercise price of
outstanding options, 
warrants and rights | (c)
Number of securities 
remaining available 
for future issuance 
under equity 
compensation plans 
(excluding securities 
reflected in
column (a))
|---------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders     | 826,500                                                                                             | $16.33                                                                            | 1,255,000                                                                                                                                            
|Equity compensation plans not approved by security holders | --                                                                                                  | --                                                                                | --                                                                                                                                                   
|Total                                                      | 826,500                                                                                             | $16.33                                                                            | 1,255,000                                                                                                                                            

# Employment Agreements
With Named Executive Officers

Martin Tuchman

We have an employment agreement with Martin Tuchman which
currently expires on December 31, 2013, except that on each January 1, the
expiration date is automatically extended for an additional year unless we or
Mr. Tuchman give written notice of an election not to extend beyond the end of
the then current seven-year term. Notice of any election not to extend the
expiration date must be delivered not less than six months prior to the next
occurring January 1.

As compensation for the services to be rendered under his
employment agreement, Mr. Tuchman will be paid an annual base salary of
$1,091,438 in 2007. The base salary under the employment agreement increases by
a minimum of 5% each year. In addition, under the terms of his employment
agreement, Mr. Tuchman is entitled to receive an annual bonus equal to 2% of the
amount of any increase in our net income during the year from our net income
during the preceding year. As described above, Mr. Tuchman is also eligible to
receive bonuses under a bonus plan for the Chief Executive Officer adopted by
our Compensation Committee in 2000. Mr. Tuchman may also be entitled to receive
discretionary bonuses as determined by our Compensation Committee.

Mr. Tuchman's employment agreement (1) includes a
non-competition provision; (2) provides that, in the event of Mr. Tuchman's
death, Mr. Tuchman's base salary will continue to be paid to his beneficiary for
two additional years and, in the event of termination of Mr. Tuchman without
cause, Mr. Tuchman will continue to receive his base salary for the entire
remaining term then in effect under the employment agreement; and (3) provides
for reimbursement to Mr. Tuchman, for both Mr. Tuchman and his wife, of all
health related costs and expenses that are not advanced or reimbursed to Mr.
Tuchman pursuant to our medical and dental insurance plans, which additional
reimbursement continues for a period of five years after expiration of the
employment agreement and (4) entitles Mr. Tuchman to the use of a
Company-provided automobile.

Arthur L. Burns

We have an employment agreement with Arthur L. Burns, Executive
Vice President, General Counsel and Director of the Company. Mr. Burns's
employment agreement with the Company became effective on July 1, 2004 and
currently expires on October 16, 2009, except that on October 17, 2009 and on
each three year anniversary of such date, the term shall be automatically
extended for an additional three year period, unless the Company or Mr. Burns
gives written notice of intention not to renew at least 180 days prior to the
expiration of the then-current term. During 2007, Mr. Burns will be paid an
annual base salary of $416,000, will be eligible to participate in all Company
fringe benefits programs, and will be entitled to receive a target bonus in the
amount of $125,000 upon the successful completion of performance objectives as
determined from time to time. Additional discretionary bonuses may be paid in
such amounts as shall be determined at the sole discretion of the Compensation
Committee. On each January 1, Mr. Burns's salary and target bonus shall be
either maintained or adjusted upwards as determined in the sole discretion of
the Compensation Committee. In addition, Mr. Burns is entitled to be reimbursed
for up to $100,000 in transition expenses and related taxes incurred after June
30, 2005 should he elect not to sell his residence in Massachusetts and relocate
permanently to New York. In the event that the Company terminates the employment
agreement during the term for any reason other than cause or disability or
elects not to renew Mr. Burns's employment agreement or if Mr. Burns terminates
the employment agreement for "good reason" (which, as defined in his employment
agreement, would include a change of control of the Company), Mr. Burns will be
entitled to receive severance (either in a lump sum or in monthly installments,
as he may elect) in an amount equal to three years of his then-current base
salary and target bonus, as well as continued paid participation for three years
in all health, life and disability insurance programs offered by the Company to
all employees. In the event of a change of control, the obligations of the
Company under the employment agreement, including severance obligations, shall
expire no earlier than 36 months following the change of control. If a change of
control occurs, Mr. Burns' unvested options will vest immediately. Upon the
termination of the employment agreement and payment of the severance payment,
Mr. Burns has agreed not to compete with the Company, directly or indirectly,
for a period of one year.

In 2004, the Company granted Mr. Burns stock appreciation rights
to 150,000 shares of common stock at a price of $14.05 per share, pursuant to
which Mr. Burns would have been entitled to receive an amount equal to any
appreciation in the Company's common stock market value. The stock appreciation
rights vested as of January 15, 2005. In November 2005 the Company exercised its
right to substitute common stock options under the same terms and conditions of
the stock appreciation rights and agreed to pay Mr. Burns an amount equal to the
difference between the common stock closing price on November 18, 2005 and the
grant price of the stock appreciation rights. The common stock options are
exercisable by Mr. Burns at any time prior to the expiration of the earlier of
10 days following the termination of Mr. Burns (except that the ten day period
shall not apply in the event of a termination by the Company without cause,
executive disability or termination by Mr. Burns for good reason) or June 30,
2014.

James F. Walsh

We have an employment agreement with James F. Walsh, Executive
Vice President and Chief Financial Officer of the Company. Mr. Walsh's
employment agreement with the Company became effective on July 1, 2004, was
amended in July 2005, and currently expires on November 16, 2007, except that
the term is automatically extended for additional one year periods unless either
the Company or Mr. Walsh gives written notice of intention not to renew 180 days
prior to the expiration of the then-current term. During 2007, Mr. Walsh will be
paid an annual base salary of $338,000, will be eligible to participate in all
Company related fringe benefit programs, and will be entitled to receive a
target bonus in the amount of $165,000 upon the successful completion of
performance objectives as determined from time to time. Additional discretionary
bonuses may be paid in such amounts as shall be determined at the sole
discretion of the Compensation Committee. On each subsequent January 1, Mr.
Walsh's salary and target bonus shall either be maintained or adjusted upwards
as determined in the sole discretion of the Compensation Committee. In addition,
Mr. Walsh is reimbursed for all commuting expenses from his home in Richmond,
Virginia and living expenses in the Princeton, New Jersey area, along with
related taxes. In the event that the employment agreement is terminated during
the term either by the Company for any reason other than cause or disability or
by Mr. Walsh for good reason, Mr. Walsh will be entitled to severance (either in
a lump sum or in monthly installments, as he may elect) in an amount equal to
two years of his then-current salary and target bonus, as well as continued paid
participation in all Company health, disability and life insurance programs for
two years. In the event of a change of control, the obligations of the Company
under the employment agreement, including severance obligations, shall expire no
earlier than two years following the change of control. If the Company does not
renew Mr. Walsh's employment agreement following a change in control, Mr. Walsh
is entitled to a severance payment equal to his then current base salary and
target bonus. Upon the termination of the employment agreement and payment of
the severance payment, Mr. Walsh has agreed not to compete with the Company,
directly or indirectly, for a period of one year.

In 2004, the Company granted Mr. Walsh stock appreciation rights
to 25,000 shares of common stock at a price of $14.05 per share, pursuant to
which Mr. Walsh would have been entitled to receive an amount equal to any
appreciation in the Company's common stock market value. In November 2005 the
Company exercised its right to substitute common stock options under the same
terms and conditions of the stock appreciation rights and agreed to pay Mr.
Walsh an amount equal to the difference between the common stock closing price
on November 18, 2005 and the grant price of the stock appreciation rights. The
common stock options, are vested, and are exercisable by Mr. Walsh at any time
prior to the expiration of the earlier of 10 days following the termination of
Mr. Walsh (except that the ten day period shall not apply in the event of a
termination by the Company without cause, executive disability or termination by
Mr. Walsh for good reason) or June 30, 2014.

In May 2005, the Company granted Mr. Walsh 25,000 common stock
options pursuant to the Company's 2004 Stock Option Plan for Executive Officers,
vesting in installments through 2007.

Richard W. Gross

We have an employment agreement with Richard W. Gross, Executive
Vice President of the Company and Chief Operating Officer of Interpool Limited.
Mr. Gross's employment agreement with the Company became effective on July 1,
2004 and currently expires on October 14, 2007, except that the term is
automatically extended for additional one year periods unless either the Company
or Mr. Gross gives written notice of intention not to renew 180 days prior to
the expiration of the then-current term. During 2007, Mr. Gross will be paid an
annual base salary of $338,000, will be eligible to participate in all Company
related fringe benefit programs, and will be entitled to receive a target bonus
in the amount of $160,000 upon the successful completion of performance
objectives as determined from time to time. Additional discretionary bonuses may
be paid in such amounts as shall be determined at the sole discretion of the
Compensation Committee. On each subsequent January 1, Mr. Gross's salary and
target bonus shall either be maintained or adjusted upwards in the sole
discretion of the Compensation Committee. In the event that the employment
agreement is terminated during the term by either the Company for any reason
other than cause or disability or by Mr. Gross for good reason, Mr. Gross will
be entitled to severance (either in a lump sum or in monthly installments, as he
may elect) in an amount equal to two years of his then current salary and target
bonus, as well as continued paid participation in all Company health, disability
and life insurance programs for two years. In the event of a change of control,
the obligations of the Company under the employment agreement, including
severance obligations, shall expire no earlier than two years following the
change of control. If the Company does not renew Mr. Gross's employment
agreement following a change in control, Mr. Gross is entitled to a severance
payment equal to his then current salary and target bonus. Upon the termination
of the employment agreement and payment of the severance payment, Mr. Gross has
agreed not to compete with the Company, directly or indirectly, for a period of
one year.

In 2004, the Company granted Mr. Gross stock appreciation rights
to 100,000 shares of common stock at a price of $14.05 per share, pursuant to
which Mr. Gross would have been entitled to receive an amount equal to any
appreciation in the Company's common stock market value. The stock appreciation
rights vested as of October 15, 2005. In November 2005 the Company exercised its
right to substitute common stock options under the same terms and conditions of
the stock appreciation rights and agreed to pay Mr. Gross an amount equal to the
difference between the common stock closing price on November 18, 2005 and the
grant price of the stock appreciation rights. The common stock options are
exercisable by Mr. Gross at any time prior to the expiration of the earlier of
10 days following the termination of Mr. Gross (except that the ten day period
shall not apply in the event of a termination by the Company without cause,
executive disability or termination by Mr. Gross for good reason) or June 30,
2014.

Herbert Mertz

We have an employment agreement with Herbert Mertz, Executive
Vice President of the Company and Chief Operating Officer of Trac Lease. Mr.
Mertz's employment agreement became effective on January 1, 2005, was amended in
July 2005 and currently expires on December 31, 2007, except that the term is
automatically extended for additional one year periods unless either the Company
or Mr. Mertz gives written notice of intention not to renew 180 days prior to
the expiration of the then-current term. During 2007, Mr. Mertz will be paid an
annual base salary of $312,000, will be eligible to participate in all Company
related fringe benefit programs and will be entitled to receive a target bonus
in the amount of $160,000 upon the successful completion of performance
objectives. Additional discretionary bonuses may be paid in such amounts as
shall be determined at the sole discretion of the Compensation Committee. On
each subsequent anniversary date, Mr. Mertz's salary and target bonus shall
either be maintained or adjusted upwards in the sole discretion of the
Compensation Committee. In the event that the employment agreement is terminated
during the term either by the Company for any reason other than cause or
disability or by Mr. Mertz for good reason, Mr. Mertz will be entitled to
severance (either in a lump sum or in monthly installments, as he may elect) in
an amount equal to two years of his then current salary and target bonus, as
well as continued paid participation in all Company health, disability and life
insurance programs for two years. In the event of a change of control, the
obligations of the Company under the employment agreement, including severance
obligations, shall expire no earlier than two years following the change of
control. If the Company does not renew Mr. Mertz's employment agreement upon its
expiration Mr. Mertz is entitled to a severance payment equal to his then
current base salary and target bonus. Upon the termination of the employment
agreement and payment of the severance payment, Mr. Mertz has agreed not to
compete with the Company, directly or indirectly, for a period of two years.

In July 2005, the Company granted Mr. Mertz 50,000 common stock
options, pursuant to the Company's 2004 Stock Option Plan for Executive
Officers, vesting in installments through 2007.

# COMPENSATION OF DIRECTORS

The following table shows the compensation earned by our
directors who are not executive officers during 2006. Directors who were
executive officers did not receive any director fees or additional compensation
for serving as directors.

|Name                     | Fees and
Expenses
earned or
paid in 
cash
($)(A) | Stock awards
($) | Option 
awards
($)(B) | Non-equity
incentive plan
compensation ($) | Change in      
pension 
value and 
nonqualified
deferred 
compensation
earnings | All other
compensation
($) | Total ($)
|------------------------ | ------------------------------------------------ | ---------------- | --------------------- | ------------------------------------------ | -------------------------------------------------------------------------------- | -------------------------- | ---------
|Clifton H.W. Maloney     | 85,050                                           | --               | 70,361                | --                                         | --                                                                               | --                         | 155,411  
|Joseph J. Whalen         | 57,900                                           | --               | 70,361                | --                                         | --                                                                               | --                         | 128,261  
|Peter D. Halstead        | 57,150                                           | --               | 16,275(C)             | --                                         | --                                                                               | --                         | 73,425   
|Michael S. Mathews       | 76,900                                           | --               | 70,361                | --                                         | --                                                                               | --                         | 147,261  
|William J. Shea, Jr.     | 48,250                                           | --               | 70,361                | --                                         | --                                                                               | --                         | 118,611  
|Warren L. Serenbetz, Jr. | 56,750                                           | --               | 70,361                | --                                         | --                                                                               | --                         | 127,111  
|Robert L. Workman        | 48,983                                           | --               | 23,743                | --                                         | --                                                                               | --                         | 72,726   

|(A) | Amounts shown are entirely attributable to fees for annual retainers and
attendance at Board meetings and Board committee meetings as described in the
"Director Compensation" narrative and expense reimbursement.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) | Our outside directors receive automatic grants of stock options under the 2004
Directors Plan. The amounts reported in the Option Awards column represent the
dollar amount, without any reduction for risk of forfeiture, recognized for
financial reporting purposes for the fiscal year ended December 31, 2006 for
options granted to each of the Directors, calculated in accordance with the
provisions of SFAS 123R. Portions of awards over several years are included.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) | The amounts reported for Mr. Halstead reflect an adjustment for options which
were forfeited by Mr. Halstead upon his retirement from the Board on October 26,
2006.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

Each member of the Board of Directors who is not an officer or
executive consultant receives an annual service fee of $25,000 for serving on
the Board plus $2,000 and reimbursement of expenses for each Board of Directors'
meeting attended and $1,000 for each Audit, Compensation and Corporate
Governance Committee meeting attended. The members of the Special Committee
receive $2,000 for each meeting attended. The chairman of each committee also
receives an additional $500 for each attended committee meeting. Additional
compensation may be paid for participation in other meetings.

In addition, each person who becomes a non-employee non-officer
director following the 2004 Annual Meeting will automatically receive a grant of
options for 15,000 shares on the first business day after becoming a director.
The 2004 Directors Plan also provides for additional automatic grants of options
for 5,000 shares on an annual basis to each continuing director, other than an
employee or officer, on the first business day following each future annual
meeting, beginning with the annual meeting held during 2005.

In February 2005, the Board of Directors approved the payment of
special cash bonuses each in the amount of $100,000 to Messrs. Halstead, Maloney
and Whalen for their extraordinary services in assisting the Company during the
period the Company was restating its financial statements and while it was
responding to related inquiries. The recipient directors abstained from this
vote.

# Stock Option Plans for
Outside Directors

2004 Directors Plan

Our 2004 Nonqualified Stock Option Plan for Non-Employee,
Non-Officer Directors (the "2004 Directors Plan") was adopted by our Board of
Directors on November 3, 2004 and approved by our stockholders at our 2004
Annual Meeting. A total of 250,000 shares of common stock have been reserved for
issuance under the 2004 Directors Plan. The exercise price per share is the fair
market value of our common stock on the grant date. The options granted pursuant
to the 2004 Directors Plan may be exercised at the rate of one-third of the
shares on the first anniversary of the options' grant date, one-third of the
shares on the second anniversary of the options' grant date and one-third of the
shares on the third anniversary of the options' grant date, subject to
applicable, holding periods required under rules of the Securities and Exchange
Commission. Options granted pursuant to the 2004 Directors Plan expire ten years
from their grant date. In the event of disability or death of a director, the
option must be exercised prior to the expiration of the term of the option and
within six months of the option holder's disability or within twelve months of
the option holder's death. In the event of resignation of a director, the option
must be exercised within ten days of the date of resignation.

The 2004 Directors Plan provides for the automatic grant of
nonqualified options to non-employee non-officer directors. Under the 2004
Directors Plan, each person who becomes a non-employee, non-officer director
automatically receives a grant of options for 15,000 shares on the first
business day after becoming a director. The 2004 Directors Plan also provides
for additional automatic grants of options for 5,000 shares on an annual basis
to each continuing director, other than an employee or officer, on the first
business day following each future annual meeting, which commenced with the
annual meeting held in 2005.

Under the 2004 Directors Plan, a holder may pay the exercise
price in cash, by check, by delivery to us of shares of common stock already
owned by the holder for at least six months, by a cashless method through a
registered broker-dealer or by such other method as the Board of Directors may
permit from time to time.

The 2004 Directors Plan is administered by the Board of
Directors. Options granted under the 2004 Directors Plan are not transferable
except by will or the laws of descent and distribution. However, the Board of
Directors may, in its discretion, authorize a transfer of any option, by the
initial holder to (i) the family members of the initial holder, (ii) a trust or
trusts for the exclusive benefit of such family members, (iii) a company or
partnership in which such family members and/or the initial holder are the only
shareholders or partners, or (iv) such other persons or entities which the Board
of Directors may permit; provided, however, that subsequent transfers of such
Option shall be prohibited except by will or the laws of descent and
distribution. If an option holder terminates service as a director of Interpool
or a subsidiary while holding an unexercised option, the option holder will have
until the end of the tenth business day following his termination of service to
exercise the option.

The 2004 Directors Plan may be terminated and may be modified or
amended by the Board of Directors at any time; provided, however, that any
amendment by the Board of Directors which would require stockholder approval
(pursuant to the rules of any exchange on which the shares are traded) shall be
subject to such stockholder approval. The Board of Directors may amend the 2004
Directors Plan and the terms of outstanding options, without the consent of the
holders thereof, in connection with any tax law charges which are not consistent
with the purpose and intended tax treatment of the 2004 Directors Plan and
options previously in effect.

As of December 31, 2006, a total of 145,000 options, 63,335 of
which are exercisable, were held by 7 persons under the 2004 Directors Plan.

Previously, we maintained the 1993 Non-Qualified Stock Option Plan for
Non-Employee, Non-Consultant Directors, which is discussed below.

1993 Directors Plan

Our Non-Qualified Stock Option Plan for Non-Employee,
Non-Consultant Directors expired in March 2003. The 1993 Directors Plan provided
for the automatic grant of 15,000 non-qualified options to non-employee,
non-consultant directors at the time the director first joined the Board. The
1993 Directors Plan authorized grants of options up to an aggregate of 150,000
shares of common stock. The exercise price per share was the fair market value
of our common stock on the grant date. The options granted pursuant to the 1993
Directors Plan may be exercised at the rate of one-third of the shares on the
first anniversary of the options' grant date, one-third of the shares on the
second anniversary of the options' grant date and one-third of the shares on the
third anniversary of the options' grant date, subject to applicable holding
periods required under rules of the Securities and Exchange Commission. Options
granted pursuant to the 1993 Directors Plan expire ten years from their grant
date except that in the event of the death of a director, the option must be
exercised within six months of the date of death or, in the event of resignation
of a director, the option must be exercised within ten days of the date of
resignation.

Under the 1993 Directors' Plan, a holder may pay the exercise price
in cash, by check, by delivery to us of shares of common stock already owned by the
holder, or, subject to approval by the Compensation Committee, in shares issuable in
connection with the option, or by such other method as the Compensation Committee may
permit from time to time.

Effective January 1, 2004, the Stock Option Plan formerly
administered by the Stock Option Committee, began to be administered by the
Compensation Committee.

Pursuant to the 1993 Directors Plan, an option to purchase
15,000 shares of common stock was granted to each of Peter D. Halstead in June
1994, Joseph J. Whalen in April 1996 and Clifton H.W. Maloney in February 2000.
On September 16, 1998, pursuant to an option repricing program, 15,000 options
held by each of Messrs. Halstead and Whalen were cancelled and replaced with
newly issued options with an exercise price equal to the closing market price on
September 16, 1998, the grant date, which vested six months from the grant date
and expire ten years from the grant date. All other terms and conditions of the
newly issued options are the same as those of the cancelled options.

As of December 31, 2006, a total of 45,000 options were issued
and outstanding under the 1993 Directors Plan. These options were held by three
directors and all are exercisable.

# Rule 10b5-1 Trading Plans

In March 2005, Mr. Tuchman, our Chief Executive Officer, adopted
a personal trading plan as part of a long-term strategy for asset
diversification and liquidity, in accordance with the Securities and Exchange
Commission's Rule 10b5-1. Under the plan, up to 153,000 shares of common stock
owned by Mr. Tuchman were eligible for sale systematically at market prices on
sale dates beginning April 18, 2005 in daily amounts predetermined by the plan.
Under the plan, which terminated on April 20, 2006, Mr. Tuchman sold an
aggregate of 72,200 shares.

Rule 10b5-1 allows officers and directors, at a time when they
are not in possession of material non-public information, to adopt written plans
to sell shares on a regular basis under pre-arranged terms, regardless of any
subsequent non-public information they may receive. Sales of shares by Mr.
Tuchman pursuant to the terms of the plan have been disclosed publicly through
Form 144 and Form 4 filings with the Securities and Exchange Commission.

PART IV

# ITEM 15.      
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) and (2)  No financial statements or schedules are
filed with this report on Form 10-K/A.

(a)(3)  Exhibits.

A list of the exhibits filed or furnished with this report on Form 10-K/A
(or incorporated by reference to exhibits previously filed or furnished by us) is provided
in the Exhibit Index beginning on page __ of this report.

31.1        Certification of Martin Tuchman.

31.2        Certification of James F. Walsh.

32.1        Certification of Martin Tuchman.

32.2        Certification of James F. Walsh.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

| | INTERPOOL, INC.
(Registrant)
| | ----------------------------

|June 13, 2007 | By  /s/ Martin Tuchman
Martin Tuchman
Chairman of the Board, Chief Executive Officer, President,
Chief Operating Officer, and Director (Principal Executive 
Officer)
|------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

EXHIBIT INDEX

31.1        Certification of Martin Tuchman.

31.2        Certification of James F. Walsh.

32.1        Certification of Martin Tuchman.

32.2        Certification of James F. Walsh.